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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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(Zip Code)
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(Address of principal executive offices)
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Title of Class
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Trading Symbol(s)
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Name of Exchange on which registered
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☑
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Accelerated Filer
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☐
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Non-accelerated Filer
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☐
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Smaller reporting company
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Emerging growth company
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PART III
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Item 10.
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1
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Item 11.
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6
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Item 12.
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31
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Item 13.
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33 | |
Item 14.
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33 | |
PART IV
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Item 15.
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34 |
Name
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Age
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Director
Since |
Audit
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Compensation
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Executive
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Nominating and
Governance |
John J. Engel
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58
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2008
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Matthew J. Espe
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61
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2016
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Bobby J. Griffin
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71
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2014
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John K. Morgan
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65
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2008
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Steven A. Raymund
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64
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2006
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James L. Singleton(1)
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64
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1998
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Easwaran Sundaram
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48
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2018
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Laura K. Thompson
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55
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2019
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Lynn M. Utter
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57
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2006
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(1) |
Lead Director
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Chair
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Member
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JOHN J. ENGEL
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John J. Engel was elected as Chairman at the 2011 Annual Meeting and has served as our President and Chief Executive Officer since 2009. Previously, Mr. Engel
served as our Senior Vice President and Chief Operating Officer from 2004 to 2009. Before joining WESCO in 2004, Mr. Engel served as Senior Vice President and General Manager of Gateway, Inc.; Executive Vice President and Senior Vice
President of Perkin Elmer, Inc.; and Vice President and General Manager of Allied Signal, Inc. Mr. Engel also held various engineering, manufacturing and general management positions at General Electric Company. Mr. Engel also serves as a
director of United States Steel Corporation, is a member of the Business Roundtable and the Business Council, and is a member of the Board of Directors of the National Association of Manufacturers.
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MATTHEW J. ESPE
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Matthew J. Espe is an Operating Partner at Advent International, a position he has held since November 2017. From February 2017 to November 2017, he served as
the Chief Executive Officer of Radial, Inc., a multinational e-commerce company. Previously, Mr. Espe served as Chief Executive Officer and President of Armstrong World Industries, Inc., a global producer of flooring products and ceiling
systems, a position he held from 2010 to March 2016. Previously, Mr. Espe served as Chairman and Chief Executive Officer of Ricoh Americas from 2008 to 2010 and Chairman and Chief Executive Officer of IKON Office Solutions, Inc. from 2002 to
2008. Mr. Espe began his career at General Electric Company, and he was with GE for more than 20 years, most recently as President and Chief Executive Officer of GE Lighting. Mr. Espe is also a member of the Board of Directors at Realogy
Holdings Corp. and Foundation Building Materials, Inc.
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BOBBY J. GRIFFIN
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Bobby J. Griffin served as President, International Operations of Ryder System, Inc., a global provider of commercial transportation,
logistics, and supply chain management solutions, from 2005 to 2007, at which time he retired. Beginning in 1986, Mr. Griffin served in various other management positions with Ryder System, Inc., including as Executive Vice President,
International Operations from 2003 to March 2005 and Executive Vice President, Global Supply Chain Operations from 2001 to 2003. Prior to Ryder System, Inc., Mr. Griffin was an executive at ATE Management and Service Company, Inc., which was
acquired by Ryder System, Inc. in 1986. He also serves as a director of Atlas Air Worldwide Holdings, Inc., Hanesbrands Inc. and United Rentals, Inc.
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JOHN K. MORGAN
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John K. Morgan served as the Chairman, President and Chief Executive Officer of Zep Inc., a specialty chemicals company, from 2007 until his retirement in June
2015. From July 2007 to October 2007, he served as Executive Vice President of Acuity Brands and President and Chief Executive Officer of Acuity Specialty Products, just prior to its spin off from Acuity Brands, Inc. From 2005 to July 2007,
he served as President and Chief Executive Officer of Acuity Brands Lighting. He also served Acuity Brands as President and Chief Development Officer from 2004 to 2005, as Senior Executive Vice President and Chief Operating Officer from 2002
to 2004, and as Executive Vice President from 2001 to 2002. He also serves as a director of LSI Industries Inc.
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STEVEN A. RAYMUND
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Steven A. Raymund began his employment with Tech Data Corporation, a distributor of information technology products, in 1981. From 1986 until his retirement in
2006, he served as its Chief Executive Officer, and from 1991 to June 2017, he served as its Chairman of the Board of Directors. Mr. Raymund also serves as a director of Jabil, Inc. and as a member of the Board of Advisors for the Moffitt
Cancer Center; the Board of Trustees of All Children’s Hospital, Inc.; The Board of Trustees of the University of Oregon Foundation; and the Board of Directors for Gulf Coast Jewish Family and Community Services.
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JAMES L. SINGLETON
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James L. Singleton is Chairman and Chief Executive Officer of Cürex Group Holdings, LLC, an institutional foreign exchange execution services and data
analytics provider, and has held that position since May 2014. From 2010 to May 2014, he served as the Vice Chairman of Cürex Group Holdings, LLC. From 1994 to 2005, he served as the President of The Cypress Group LLC, a private equity firm
of which he was a co-founder. Prior to founding Cypress, he served as a Managing Director in the Merchant Banking Group at Lehman Brothers. In addition, Mr. Singleton previously served as a director of ClubCorp, Inc., Danka Business Systems
PLC and William Scotsman International, Inc.
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EASWARAN SUNDARAM
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Easwaran Sundaram has served as the Executive Vice President and Chief Digital & Technology Officer of JetBlue Airways Corporation since 2012 and, since
January 2016, as Chairman of the Board & Oversight Officer for JetBlue Technology Ventures, a wholly owned subsidiary of JetBlue Airways that incubates, invests in and partners with early stage startups. Previously, he was Senior Vice
President of Global Supply Chain and Chief Information Officer at Pall Corporation and served in a senior supply chain management role at PSS World Medical – McKesson Corporation. Mr. Sundaram serves as a director of SolarWinds Corporation
and a director of SITA, a private global information technology company providing services to the air transport industry.
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LAURA K. THOMPSON
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Laura K. Thompson served as Executive Vice President of The Goodyear Tire & Rubber Company until her
retirement in March 2019, and from 2013 to 2018 she served as Executive Vice President and Chief Financial Officer. She has over 35 years of international business and finance experience, including as Vice President of Business Development
and Vice President of Finance and Director of Investor Relations. Ms. Thompson is also a Director of Parker Hannifin Corporation.
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LYNN M. UTTER
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Lynn M. Utter is the Chief Talent Officer of Atlas Holdings, a position she has held since July 2018. From April 2016 to June 2018, she served as Chief
Executive Officer of First Source LLC, a packager and distributor of national branded, unbranded and private label confectionery products, nuts, snacks, specialty foods and natural products sold to retailers throughout the United States. She
previously served as the President and Chief Operating Officer of Knoll Office, a designer and manufacturer of office furniture products, from 2012 to April 2015. She served as President and Chief Operating Officer of Knoll North America from
2008 to 2012. From 1997 to 2008, she served as Chief Strategy Officer and in a number of other senior operating and strategic planning positions for Coors Brewing Company. From 1986 to 1996, Ms. Utter worked at Frito Lay and Strategic
Planning Associates, LLC. Ms. Utter serves as a director of Lincoln Financial Group and a director of private equity backed Merchant Metals. She also has served as a member of the Board of Overseers for the Henry Crown Fellowship at The Aspen
Institute, The University of Texas, and the United Way.
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Name
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Age
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Position
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John J. Engel
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58
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Chairman, President and Chief Executive Officer
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Diane E. Lazzaris
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53
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Senior Vice President and General Counsel
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Robert Minicozzi
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58
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Vice President and Chief Information Officer
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David S. Schulz
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54
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Senior Vice President and Chief Financial Officer
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Nelson J. Squires III
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58
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Senior Vice President and Chief Operating Officer
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Christine A. Wolf
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59
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Senior Vice President and Chief Human Resources Officer
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John J. Engel
Chairman, President and Chief Executive Officer
Diane E. Lazzaris Senior Vice President and General Counsel
David S. Schulz
Senior Vice President and Chief Financial Officer
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Nelson J. Squires III
Senior Vice President and Chief Operating Officer
Christine A. Wolf
Senior Vice President and Chief Human Resources Officer |
ELEMENT
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DESCRIPTION
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Stockholder Outreach
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In 2019, we continued our extensive stockholder outreach program and received the support of over 94% in favor of our say-on-pay.
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Straightforward Program
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Our program is straightforward and comprises three elements:
(1) Base Salary;
(2) Short-Term Incentive Program (STIP); and
(3) Long-Term Incentive Program (LTIP).
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Pay for Performance
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Our performance metrics are linked to our strategy and demonstrate our pay for performance philosophy that aligns compensation with performance.
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Balanced Mix of Incentives
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We have a balanced mix of short- and long-term incentives, using a blend of performance metrics.
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Challenging Incentive Award Goals
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We set challenging short- and long-term incentive award goals.
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Reasonable Compensation Levels
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Total compensation is targeted at the median of our peer group, and the levels of compensation are reasonable.
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Limited Perquisites
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We have limited use of perquisites.
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No Tax Gross-Ups on Executive-Only Perquisites
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We do not provide tax gross-ups on executive-only perquisites.
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Independent Committee and Consultant
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Our Compensation Committee is 100% independent and utilizes an independent compensation consultant.
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Stock Ownership Guidelines
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We have robust stock ownership guidelines for our NEOs.
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No Hedging or Pledging
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NEOs are prohibited from hedging or pledging our stock.
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Clawback Policy
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We have a clawback policy that applies to financial restatement and also events of misconduct.
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Performance Metrics
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Why It’s Included
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How It’s Used
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Short-Term Incentive Program
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Earnings Before Interest Taxes Depreciation and Amortization (EBITDA)
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Encompasses sales growth
(including organic sales growth), operating margin performance (including gross margin and cost management) and profitability, all of which are central to the Company’s strategy and the creation of long-term stockholder value. |
These metrics are used in the
STIP, based on the Board- approved annual operating plan. The Board approves the plan each December, and these metrics are used for the following fiscal year’s incentive plan. |
Free Cash Flow
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Relates directly to the
Company’s operating performance, including the effective management of working capital, which is especially relevant for a distributor. Strong free cash flow is a hallmark of our business and important to our investors. |
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Long-Term Incentive Program
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Net Income Growth and EPS Growth
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Linked to strategy to drive
profitable revenue and earnings growth; encompasses sales growth, margin improvement and cost control. |
These metrics are over a three-
year horizon, and represent an appropriate mix of a growth metric and a return metric, both of which are relevant to our business and strategy. We believe that the combination of earnings growth and effective asset management drives value for a distribution business. |
Return on Net Assets
(RONA)
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Important operating metric for a
distributor like us, since it focuses on improving profitability and the efficient use of operating assets (working capital, property, buildings and equipment) to create value for our stockholders. |
• |
Sales growth - achieved record sales of $8.4 billion, up 2.2% compared to the prior year
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• |
EPS - earnings per diluted share of $5.14, up 7% compared to the prior year, and is a record level
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• |
Cash Flow - operating cash flow of $234 million and free cash flow of $180 million, or 81% of net income
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• |
Increased Stock Price - total stockholder return of 24% for 2019
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• |
Leadership talent - strengthened our talent base, including the promotion of Nelson Squires to Senior Vice President and Chief Operating Officer, and added a new
independent director to our Board of Directors
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What We Heard:
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What We Did:
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LTIP Mix – Stockholders favored a higher weighting of Performance Shares in our Long-Term
Incentive Program.
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Increased the weighting of Performance Shares to 50% (changed from 30%)
starting in 2019.
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STIP Program – Some stockholders favored a higher weighting on objective quantitative measures versus
subjective assessment.
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Starting in 2019, the STIP target is 100% based on quantitative measures (changed from 75% quantitative, 25% subjective).
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What We Heard:
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What We Did:
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Performance Metrics – Some stockholders noted that they don’t have a mandate about what metrics to use; they rely on the board to determine which are most relevant to the company and its strategy. A few had particular metrics they favored, but there was not consensus among stockholders on the use of a particular metric. Some
stockholders expressed a preference for metrics relating to operational matters over which management has control rather than metrics (e.g., stock price) that investors believed to be more influenced by macro factors outside of management’s
control.
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Enhanced the disclosure of the Board’s pay for performance rationale for
choosing the metrics and their link to the company’s strategy. Focus on financial operating metrics that encompass key
value drivers of sales growth, margin improvement, and capital allocation.
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Compensation Setting Process – Investors were interested in additional details about the Committee’s compensation-setting
process and the rationale for decisions made.
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Provided additional insight into:
• Setting of performance targets and rationale
• Peer group selection and rationale
• The Committee’s
use of an independent compensation consultant
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Positive Feedback – There were many aspects of our compensation program that received positive feedback.
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We kept the aspects of the program that stockholders liked:
• Straightforward, balanced program
• Reasonable levels of compensation
targeted at median
• 100% independent Compensation
Committee
• Robust stock ownership guidelines
• No hedging or pledging of stock
• Clawback
policy
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Though not specific to say-on-pay topics, investors gave additional feedback during this engagement process:
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Governance Topics – Investors expressed positive feedback on the diversity of the Board, the Board refreshment process, enhancements to the Board and
Director evaluation process, and efforts to keep current on relevant developments and topics.
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We enhanced the disclosures regarding:
• Board Diversity
• Board Refreshment
• Rigorous Board, Committee, and
Director evaluation process
• Director
Continuing Education
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(1) |
base salary – cash-based;
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(2) |
short-term incentives – cash-based, and based on the annual operating plan approved by the Board; and
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(3) |
long-term incentives – stock-based, and based on three-year performance periods, linked to growth and return metrics and whose value depends on the increase in the company’s stock price over the long term, thus
further aligning the executive’s interests with stockholders’ interests.
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• |
Consider the Company’s financial performance;
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• |
Review external market data;
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• |
Consider stockholder feedback on say-on-pay and compensation topics;
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• |
Confirm the reasonableness of total compensation awards as well as the reasonableness of each component of compensation when compared to peer companies;
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• |
Assess overall Company performance in relation to our objectives, competition and industry circumstances;
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• |
Assess individual performance, changes in duties and responsibilities, and strategic and operational accomplishments;
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• |
Adjust base salaries, as appropriate, based on job performance, leadership, tenure, experience, and other factors, including market data relative to our peer companies;
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• |
Evaluate and determine annual and long-term incentive award opportunities for each NEO;
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• |
Make awards under our long-term incentive plan that reflect recent performance and an assessment of the future impact each NEO can have on the long-term success of the Company;
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• |
Review the metrics and goals of the annual incentive plan as well as the performance share plan; and
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• |
Apply consistent practices from year to year for annual cash incentive award payments based on an evaluation of pre-established operating and financial performance factors.
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2019 COMPENSATION PEER GROUP
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Advance Auto Parts, Inc.
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CarMax, Inc.
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HD Supply Holdings, Inc.
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MRC Global Inc.
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The Andersons, Inc.
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AECOM
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Dover Corporation
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HNI Corporation
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MSC Industrial Direct
Co., Inc.
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United Natural Foods, Inc.
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Air Products and Chemicals, Inc.
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EchoStar Corporation
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Ingersoll-Rand plc
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Plexus Corp.
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United Rentals, Inc.
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Arrow Electronics, Inc.
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EMCOR Group, Inc.
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Insight Enterprises, Inc.
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Ryder System, Inc.
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Vulcan Materials Company
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Asbury Automotive Group, Inc.
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Fluor Corporation
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Jabil Circuit, Inc.
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Sanmina Corporation
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W.W. Grainger, Inc.
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AutoNation, Inc.
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Fortune Brands Home &
Security, Inc.
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Jacobs Engineering Group Inc.
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SPX Corp.
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AutoZone, Inc.
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GMS Inc.
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Lennox International Inc.
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Steelcase, Inc.
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Avis Budget Group, Inc.
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Harsco Corporation
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Masco Corporation
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TE Connectivity Ltd.
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NEO
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Annual Base Salary1
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Engel
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$1,040,000
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Schulz
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$ 600,000
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Lazzaris
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$ 485,000
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Squires
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$ 550,000
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Wolf
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$ 475,000
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1 The annual base salary for our NEOs, prior to the
adjustments on April 1, 2019, $580,000 for Mr. Schulz, $470,000 for Ms. Lazzaris, and $460,000 for Ms. Wolf. Mr. Engel’s base salary was unchanged. Mr. Squires became an NEO on October 1, 2019.
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Performance Measure
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Weighting
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Percent
Achievement |
Payout Percent of
Target Opportunity(1)
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Earnings Before Interest Taxes Depreciation and Amortization
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75%
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< 85%
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0%
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85% to 100%
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25% up to 100%
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>100% to 115%
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Between 100% and 200%
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Free Cash Flow
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25%
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< 85%
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0%
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85% to 100%
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25% up to 100%
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>100% to 115%
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Between 100% and 200%
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Total (as a percent of Target Opportunity)
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100%
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0% to 200%
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(1) |
Amounts interpolated, as appropriate.
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Performance Goals
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Actual Results
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Performance Measure
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Threshold
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Target
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Maximum
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Earnings Before Interest Taxes Depreciation and Amortization
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$381.3
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$ 448.6
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$ 515.9
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$411.5(1)
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Payment as % of Target
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25%
|
100%
|
200%
|
58.6%
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Free Cash Flow
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$187.2
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$ 220.2
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$ 253.2
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$180.3(2)
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Payment as % of Target
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25%
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100%
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200%
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0%
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(1) |
As shown on pages 22 and 25 of the Company’s Form 10-K filed on February 24, 2020, Adjusted EBITDA is calculated as follows: Income from operations of $346.2 million, plus merger related transaction costs of
$3.1 million, plus depreciation and amortization of $62.1 million = $411.5 million.
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(2) |
As shown on page 18 of the Company’s Form 10-K filed on February 24, 2020, Free Cash Flow is calculated as follows: Cash flow provided by operations of $224.4, minus capital expenditures of $44.1 million =
$180.3 million.
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NEO
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2019
Salary
|
Target
Incentive % |
Target
Incentive $ |
Component
|
Component
Weighting |
Payout
|
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Engel
|
$1,040,000
|
135%
|
$1,404,000
|
EBITDA
Free Cash Flow
|
75%
25%
|
Below target EBITDA (58.6%)
No payout (0%)
|
$617,058
-
|
|
Total
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$617,058
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Schulz
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$595,000
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80%
|
$476,000
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EBITDA
Free Cash Flow
|
75%
25%
|
Below target EBITDA (58.6%)
No payout (0%)
|
$209,202
-
|
|
Total
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$209,202
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|||||||
Lazzaris
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$481,250
|
70%
|
$336,875
|
EBITDA
Free Cash Flow
|
75%
25%
|
Below target EBITDA (58.6%)
No payout (0%)
|
$148,057
-
|
|
Total
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$148,057
|
|||||||
Squires
|
$461,250
|
72.5%
|
$334,406
|
EBITDA
Free Cash Flow
|
75%
25%
|
Below target EBITDA (58.6%)
No payout (0%)
|
$69,241(1)
-
|
|
Total
|
$69,241
|
|||||||
Wolf
|
$471,250
|
70%
|
$329,875
|
EBITDA
Free Cash Flow
|
75%
25%
|
Below target EBITDA (58.6%)
No payout (0%)
|
$144,980
-
|
|
Total
|
$144,980
|
(1) |
Mr. Squires became an NEO on October 1, 2019. His payout was calculated based on his business unit leader role for 9 months and the NEO position for 3 months at the appropriate salary and bonus target for each
position.
|
|
|
|
Short-Term Incentives
|
Weighting 2018
and Prior
|
Weighting 2019
|
EBITDA
|
50%
|
75%
|
Free Cash Flow
|
25%
|
25%
|
PPOs
|
25%
|
-
|
|
|
|
Long-Term Incentives
|
Weighting 2018
and Prior |
Weighting 2019
|
Performance Shares
|
30%
|
50%
|
Stock Appreciation Rights
|
50%
|
25%
|
Restricted Stock Units
|
20%
|
25%
|
|
Performance Goals
|
Actual Results
|
||
Performance Measure
|
Threshold
|
Target
|
Maximum
|
Actual Payout
|
Net Income Growth Rate (3-year average growth rate)
|
0%
|
5%
|
10%
|
7.4%
|
Payment as % of Target
|
0.5 x
|
1.0 x
|
2.0 x
|
1.48x
|
Relative TSR (percentile rank among peer group)
|
40th
|
50th
|
80th
|
6th
|
Payment as % of Target
|
0.5 x
|
1.0 x
|
2.0 x
|
0
|
|
|
|
|
|
|
NEO
|
Target Award
of 2017 Performance Shares(1) |
Component
|
Component
Weighting |
Payout
|
|
Engel
|
19,260
|
Net Income Growth
Relative TSR
|
50%
50%
|
Above target (1.48)
Below threshold (0)
|
14,252
—
|
Total
|
14,252
|
||||
Schulz
|
5,434
|
Net Income Growth
Relative TSR
|
50%
50%
|
Above target (1.48)
Below threshold (0)
|
4,021
—
|
Total
|
4,021
|
||||
Lazzaris
|
2,722
|
Net Income Growth
Relative TSR
|
50%
50%
|
Above target (1.48)
Below threshold (0)
|
2,014
—
|
Total
|
2,014
|
||||
Squires
|
2,094
|
Net Income Growth
Relative TSR
|
50%
50%
|
Above target (1.48)
Below threshold (0)
|
1,550
—
|
Total
|
1,550
|
||||
(1) Ms. Wolf did not receive 2017 performance shares as she was hired in June 2018. Mr. Schulz’s 2017 performance
shares represent grants on February 16 and 21, 2017.
|
|
|
|
|
|
|
|
|
NEO
|
Performance Share
Opportunity
(reflects number of
shares that could
be earned at target)(1)
|
SAR
Awards
|
RSU
Awards
|
Grant Date
|
Grant
Price |
SARs
Expiration Date |
RSU Cliff -
Vesting Date
|
Engel
|
43,466
|
72,541
|
21,733
|
2/13/2019
|
$ 54.64 (2)
|
2/13/2029
|
2022
|
Schulz
|
13,269
|
22,144
|
6,634
|
2/13/2019
|
$ 54.64 (2)
|
2/13/2029
|
2022
|
Lazzaris
|
5,948
|
9,927
|
2,974
|
2/13/2019
|
$ 54.64 (2)
|
2/13/2029
|
2022
|
Squires
|
6,177
|
10,308
|
3,088
|
2/13/2019
|
$ 54.64 (2)
|
2/13/2029
|
2022
|
—
|
—
|
7,154
|
10/01/2019
|
$ 45.43 (3)
|
—
|
2022
|
|
Wolf
|
5,216
|
8,705
|
2,608
|
2/13/2019
|
$ 54.64 (2)
|
2/13/2029
|
2022
|
—
|
1,874
|
—
|
3/14/2019
|
$ 53.00 (4)
|
3/14/2029
|
—
|
(1) |
Performance shares are subject to a three-year performance period.
|
(2) |
Represents the exercise price for the SARs granted and the RSUs at issuance price, which was the closing price of our Company stock on the February 13, 2019 grant date in accordance with Committee action on
February 13, 2019.
|
(3) |
Mr. Squires was promoted to SVP and COO effective October 1, 2019, represents the RSUs at issuance price, which was the closing price of our Company stock on October 1, 2019 in accordance with Committee action
on October 1, 2019.
|
(4) |
Represents the exercise price for the SARs granted, which was the closing price of our Company stock on the March 14, 2019 grant date in accordance with a stock purchase by Ms. Wolf. As explained further herein,
to encourage new executives to purchase stock in the open market with their own funds to meet their stock ownership guidelines and align their interests with stockholders, we will offer matching SARs grants on a limited basis for open
market purchases made by the executive during the first 12 months of employment. Ms. Wolf purchased approximately $100,000 of stock (i.e. 1,874 shares) with her own funds and thus received this matching SARs grant. Since she purchased
1,874 shares, the matching grant was for 1,874 SARs with an exercise price equal to the closing stock price on the date of purchase.
|
|
|
Position
|
Ownership Requirement as a
multiple of salary
|
Engel
|
5x
|
Schulz
|
3x
|
Lazzaris
|
2x
|
Squires
|
3x
|
Wolf
|
2x
|
Name and Principal Position
|
Year
|
Salary
|
Option
Awards(1)
|
Stock
Awards(2)
|
Non-Equity
Incentive Plan Compensation(3) |
All Other
Compensation(4) |
Total
|
John J. Engel,
|
2019
|
$1,040,000
|
$1,187,496
|
$3,562,473
|
$ 617,058
|
$235,165
|
$6,642,192
|
Chairman, President and CEO
|
2018
|
$1,030,000
|
$2,299,968
|
$2,299,987
|
$1,698,730
|
$103,239
|
$7,431,924
|
2017
|
$1,000,000
|
$2,300,161
|
$2,395,687
|
$1,156,639
|
$110,268
|
$6,962,755
|
|
David S. Schulz,
|
2019
|
$ 595,000
|
$ 362,497
|
$1,087,500
|
$ 209,202
|
$ 83,617
|
$2,337,816
|
SVP and CFO
|
2018
|
$ 570,000
|
$ 700,013
|
$ 699,969
|
$ 557,000
|
$ 50,767
|
$2,577,749
|
2017
|
$ 536,250
|
$ 809,549
|
$ 676,691
|
$ 350,000
|
$ 54,108
|
$2,426,598
|
|
Diane E. Lazzaris,
|
2019
|
$ 481,250
|
$ 162,505
|
$ 487,498
|
$ 148,057
|
$ 55,679
|
$1,334,989
|
SVP and GC
|
2018
|
$ 467,500
|
$ 325,011
|
$ 324,990
|
$ 400,000
|
$ 29,353
|
$1,546,854
|
2017
|
$ 457,500
|
$ 325,007
|
$ 338,533
|
$ 235,000
|
$ 28,078
|
$1,384,118
|
|
Nelson J. Squires III,
|
2019
|
$ 461,250
|
$ 168,742
|
$ 831,246
|
$ 69,241
|
$428,328
|
$1,958,807
|
SVP and COO
|
|||||||
Christine A. Wolf,
|
2019
|
$ 471,250
|
$ 172,073
|
$ 427,503
|
$ 144,980
|
$ 56,691
|
$1,272,497
|
SVP and CHRO
|
2018
|
$ 247,692
|
$ 179,747
|
$ 149,995
|
$ 212,000
|
$ 30,494
|
$ 819,928
|
(1) |
Represents the grant date fair value of SAR awards computed in accordance with FASB ASC Topic 718. These equity awards are subject to time-based vesting criteria. The assumptions used in calculating these
amounts are set forth on pages 58 to 61 of our financial statements for the year ended December 31, 2019 Annual Report on Form 10-K. All the equity awards were granted under the WESCO International, Inc. 1999 Long-Term Incentive Plan, as
amended and approved by our Board and stockholders.
|
(2) |
Represents aggregate grant date fair value of RSUs and performance share awards in accordance with FASB ASC Topic 718, which, with respect to performance shares, is the value based on the target level of
achievement (determined to be the probable outcome of the performance conditions at the time of grant). In the event the maximum performance conditions are met, the maximum value of the performance shares would be: for Mr. Engel
$4,749,964; Mr. Schulz $1,450,036; Ms. Lazzaris $649,997; Mr. Squires $675,023; and Ms. Wolf $570,004. RSUs are subject to time-based vesting criteria and performance shares are subject to achievement of certain performance targets over a
three-year performance period. The assumptions used in calculating these amounts are set forth on pages 58 to 61 of our financial statements for the year ended December 31, 2019 in our Annual Report on Form 10-K. All the equity awards
were granted under the WESCO International, Inc. 1999 Long-Term Incentive Plan, as amended and approved by our Board and stockholders.
|
(3) |
Represents annual cash incentive bonus amounts earned for each fiscal year in accordance with SEC rules, but approved and paid in the following year.
|
(4)
|
See the “All Other Compensation” table for additional information.
|
NEO
|
Year
|
Other
Benefits(1) |
Auto
Allowance(2) |
Tax Equalization
Benefit |
Payments
Relating to Employee Retirement
Savings Programs(4) |
Total
|
Engel
|
2019
|
$31,671
|
$12,000
|
—
|
$191,494
|
$235,165
|
Schulz
|
2019
|
$ 9,457
|
$12,000
|
—
|
$ 62,160
|
$ 83,617
|
Lazzaris
|
2019
|
$ 154
|
$12,000
|
—
|
$ 43,525
|
$ 55,679
|
Squires
|
2019
|
$33,109
|
$12,000
|
$341,777(3)
|
$ 41,442
|
$428,328
|
Wolf
|
2019
|
$11,808
|
$12,000
|
—
|
$ 32,883
|
$ 56,691
|
(1) |
This column reports the total amount of other benefits provided, none of which exceeded $10,000 unless otherwise noted. The amount for Mr. Engel includes club dues of $15,618 and imputed income of $15,899 for
spousal travel to business functions. The amount for Mr. Schulz includes relocation expenses and imputed income for spousal travel to business functions. The amount for Mr. Squires includes a housing allowance of $30,000 and relocation
expenses of $2,955. The amount for Ms. Wolf includes relocation expenses of $7,680 and imputed income for spousal travel to business functions.
|
(2) |
Represents a monthly automobile allowance.
|
(3) |
Before Mr. Squires was promoted to COO and became an NEO, he was the leader of the Company’s Canadian business. While living in Canada, he is eligible for our standard expat program, which includes a benefit of
tax equalization for employees on assignment outside of their home country. Tax payments made in Canadian dollars were converted to U.S. dollars based on the then prevailing Canadian dollar/U.S. dollar exchange rate on the date of
payment, which was approximately 0.75. Pursuant to Mr. Squires’ term sheet for his promotion to COO, he is required to return to the U.S. after a transition period not to exceed 12 months, and thus tax equalization payments will cease.
|
(4) |
The retirement savings program includes both the Retirement Savings Plan, a qualified 401(k) plan, and the Deferred Compensation Plan, a non-qualified deferred compensation plan for certain management and highly
compensated employees. Company contributions to the retirement savings program include matching contributions and discretionary contributions. The table below breaks down the Company contribution by plan and contribution type. Company
matching contributions are capped at 50% of participant deferrals, not to exceed 3% of eligible compensation. Matching contributions are made to the 401(k) plan up to maximum limits established by the IRS, with any excess contributed to
the deferred compensation plan. Similarly, discretionary contributions are made to the 401(k) plan up to maximum limits established by the IRS, with the excess contributed to the deferred compensation plan.
|
NEO
|
Year
|
Company
Matching Contribution to 401k Plan |
Company
Matching Contribution to Deferred Compensation Plan |
Company 401k Discretionary
Contribution |
Total |
Engel
|
2019
|
$8,400
|
$73,762
|
$109,332
|
$191,494
|
Schulz
|
2019
|
$8,231
|
$26,329
|
$ 27,600
|
$ 62,160
|
Lazzaris
|
2019
|
$8,400
|
—
|
$ 35,125
|
$ 43,525
|
Squires
|
2019
|
$8,504(1)
|
—
|
$ 32,938
|
$ 41,442
|
Wolf
|
2019
|
$8,400
|
$12,098
|
$ 12,385
|
$ 32,883
|
(1) Includes a true-up payment of $104 from 2018. |
|
|
Estimated Possible
Payouts Under Non-Equity Incentive Plan Awards(1) |
|
Estimated Future
Payouts Under Equity Incentive Plan Awards(2) |
All Other
Option Awards: Number of Securities Underlying Options (#)(3) |
All Other
Stock Awards: Number of Securities Underlying Stock Units (#)(4) |
Exercise
or Base Price of Option Awards ($/SH) |
Grant Date
Fair Value of Stock and Option Awards(5) |
||||
Name
|
Grant
Date
|
Target
($)
|
Maximum
($) |
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
||||||
Engel
|
2/13/19
|
|
|
|
21,733
|
43,466
|
86,932
|
72,541
|
21,733
|
$54.64
|
(6)
|
$4,749,970
|
$1,404,000
|
$2,808,000
|
|||||||||||
Schulz
|
2/13/19
|
|
|
|
6,635
|
13,269
|
26,538
|
22,144
|
6,634
|
$54.64
|
(6) |
$1,449,997
|
$ 476,000
|
$ 952,000
|
|||||||||||
Lazzaris
|
2/13/19
|
|
|
|
2,974
|
5,948
|
11,896
|
9,927
|
2,974
|
$54.64
|
(6) |
$ 650,003
|
$ 336,875
|
$ 673,750
|
|||||||||||
Squires
|
2/13/19
|
|
|
|
3,088
|
6,177
|
12,354
|
10,308
|
3,088
|
$54,64
|
(6) |
$ 674,982
|
—
|
—
|
—
|
—
|
7,154
|
$45.43
|
(7) |
$ 325,006
|
|||||
$ 334,406
|
$ 668,812
|
|||||||||||
Wolf
|
2/13/19
|
|
|
|
2,608
|
5,216
|
10,432
|
8,705
|
2,608
|
$54.64
|
(6) |
$ 570,004
|
3/14/19
|
|
|
|
—
|
—
|
—
|
1,874
|
—
|
$53.00
|
(8) |
$ 29,572
|
|
$ 329,875
|
$ 659,750
|
(1) |
Represents possible annual incentive cash awards that could have been earned in 2019 at “target” and “maximum” levels of performance. Amounts actually received by the NEOs under the annual incentive plans for
2019 performance are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For further information about the annual incentive plans, please see the related discussion beginning.
|
(2) |
Represents possible performance share awards granted in 2019 that could be earned at “threshold”, “target”, and “maximum” levels of performance over a three-year performance period. Each performance share award
is based on two equally-weighted performance measures during the three-year performance period beginning January 1, 2019 and ending December 31, 2021.
|
(3) |
Represents the number of SARs granted in 2019 to the NEOs. These SARs will time vest and become exercisable ratably in three equal increments annually on the anniversary date.
|
(4) |
Represents the number of RSUs granted in 2019 to the NEOs. The RSUs will cliff vest on the anniversary date in 2022.
|
(5) |
Represents the full grant date fair value of SARs, RSUs and performance shares under ASC Topic 718 granted to the NEOs. With respect to awards subject to performance-based vesting conditions, grant date fair
value is based on an estimate of the probable outcome at the time of grant which reflects achievement at “target” performance. For additional information on the valuation assumptions, refer to Note 15 of the Company’s financial statements
in the Annual Report on Form 10-K for the year ended December 31, 2019.
|
(6) |
Represents the exercise price for the SARs and the grant date per share value of RSUs granted, which was the closing price of our Company stock on February 13, 2019, in accordance with Committee action on the
grant date indicated.
|
(7) |
Mr. Squires was promoted to SVP and COO effective October 1, 2019, represents the RSUs at issuance price, which was the closing price of our Company stock on October 1, 2019 in accordance with Committee action
on October 1, 2019.
|
(8) |
Represents the exercise price for the SARs granted, which was the closing price of our Company stock on March 14, 2019. As explained further herein, to encourage new executives to purchase stock in the open
market with their own funds to meet their stock ownership guidelines and align their interests with stockholders, we will offer matching SARs grants on a limited basis for open market purchases made by the executive during the first 12
months of employment. Ms. Wolf purchased approximately $100,000 of stock (i.e. 1,874 shares) with her own funds and thus received this matching SARs grant. Since she purchased 1,874 shares, the matching grant was for 1,874 SARs with an
exercise price equal to the closing stock price on the date of purchase.
|
|
Option Awards
|
Stock Awards
|
||||||||
Name
|
Grant
Date
|
Number of
Securities
Underlying
Unexercised
Equity Awards
Exercisable
|
Number of
Securities
Underlying
Unexercised
Equity Awards
Un-exercisable
|
Exercise
Price
|
Expiration
Date
|
Number
of Shares
of Stock
That Have
Not Vested
|
Market
Value of
Shares of Stock That Have Not Vested |
Equity
Incentive
Plan Awards:
Number of
Unearned Shares, Units or Other Rights That
Have Not Vested(1)(2) |
Equity
Incentive
Plan Awards:
Market or
Payout Value of Unearned
Shares, Units
or Other Rights
That Have
Not Vested
|
|
Engel
|
7/01/2010
|
125,597
|
—
|
$33.05
|
7/01/2020
|
—
|
—
|
—
|
—
|
|
|
2/16/2011
|
77,323
|
—
|
$60.05
|
2/16/2021
|
—
|
—
|
—
|
—
|
|
|
2/16/2012
|
55,396
|
—
|
$64.33
|
2/16/2022
|
—
|
—
|
—
|
—
|
|
|
2/21/2013
|
57,453
|
—
|
$72.15
|
2/21/2023
|
—
|
—
|
—
|
—
|
|
|
2/18/2014
|
63,601
|
—
|
$85.35
|
2/18/2024
|
—
|
—
|
—
|
—
|
|
|
2/17/2015
|
96,865
|
—
|
$69.54
|
2/17/2025
|
—
|
—
|
—
|
—
|
|
|
2/16/2016
|
175,234
|
—
|
$42.44
|
2/16/2026
|
—
|
—
|
—
|
—
|
|
|
2/16/2017
|
74,255
|
37,127
|
$71.65
|
2/16/2027
|
12,840
|
$ 762,568
|
38,520
|
$2,287,703
|
|
|
2/13/2018
|
41,667
|
83,334
|
$62.80
|
2/13/2028
|
14,650
|
$ 870,064
|
43,948
|
$2,610,072
|
|
2/13/2019
|
—
|
72,541
|
$54.64
|
2/13/2029
|
21,733
|
$1,290,723
|
43,466
|
$2,581,446
|
||
Total:
|
767,391
|
193,002
|
49,223
|
$2,923,355
|
125,934
|
$7,479,221
|
||||
Schulz
|
1/31/2017
|
3,333
|
1,667
|
$70.70
|
1/31/2027
|
—
|
—
|
—
|
—
|
|
2/16/2017
|
18,966
|
9,483
|
$71.65
|
2/16/2027
|
3,280
|
$ 194,799
|
9,840
|
$ 584,398
|
||
|
2/21/2017
|
1,986
|
993
|
$72.90
|
2/21/2027
|
343
|
$ 20,371
|
1,028
|
$ 61,053
|
|
|
8/11/2017
|
2,667
|
1,333
|
$51.10
|
8/11/2027
|
—
|
—
|
—
|
—
|
|
|
2/13/2018
|
12,682
|
25,363
|
$62.80
|
2/13/2028
|
4,458
|
$ 264,761
|
13,376
|
$ 794,401
|
|
|
2/13/2019
|
—
|
22,144
|
$54.64
|
2/13/2029
|
6,634
|
$ 393,993
|
13,269
|
$ 788,046
|
|
Total:
|
39,634
|
60,983
|
14,715
|
$ 873,924
|
37,513
|
$2,227,898
|
||||
Lazzaris
|
5/14/2010
|
4,000
|
—
|
$37.90
|
5/14/2020
|
—
|
—
|
—
|
—
|
|
|
2/16/2011
|
9,665
|
—
|
$60.05
|
2/16/2021
|
—
|
—
|
—
|
—
|
|
|
2/16/2012
|
6,700
|
—
|
$64.33
|
2/16/2022
|
—
|
—
|
—
|
—
|
|
|
2/21/2013
|
7,580
|
—
|
$72.15
|
2/21/2023
|
—
|
—
|
—
|
—
|
|
|
2/18/2014
|
8,560
|
—
|
$85.35
|
2/18/2024
|
—
|
—
|
—
|
—
|
|
|
2/17/2015
|
13,262
|
—
|
$69.54
|
2/17/2025
|
—
|
—
|
—
|
—
|
|
|
2/16/2016
|
25,311
|
—
|
$42.44
|
2/16/2026
|
—
|
—
|
—
|
—
|
|
|
2/16/2017
|
10,492
|
5,246
|
$71.65
|
2/16/2027
|
1,814
|
$ 107,733
|
5,444
|
$ 323,319
|
|
|
2/13/2018
|
5,888
|
11,776
|
$62.80
|
2/13/2028
|
2,069
|
$ 122,878
|
6,212
|
$ 368,931
|
|
2/13/2019
|
—
|
9,927
|
$54.64
|
2/13/2029
|
2,974
|
$ 176,626
|
5,948
|
$ 353,252
|
||
Total:
|
91,458
|
26,949
|
6,857
|
$ 407,237
|
17,604
|
$ 1,045,502
|
||||
Squires
|
2/05/2016
|
5,925
|
—
|
$42.20
|
2/5/2026
|
—
|
—
|
—
|
—
|
|
2/16/2016
|
13,631
|
—
|
$42.44
|
2/16/2026
|
—
|
—
|
—
|
—
|
||
6/08/2016
|
800
|
—
|
$61.59
|
6/08/2026
|
—
|
—
|
—
|
—
|
||
9/13/2016
|
875
|
—
|
$57.34
|
9/13/2026
|
—
|
—
|
—
|
—
|
||
|
2/16/2017
|
8,071
|
4,036
|
$71.65
|
2/16/2027
|
1,395
|
$ 82,849
|
4,188
|
$ 248,725
|
|
|
2/13/2018
|
5,435
|
10,870
|
$62.80
|
2/13/2028
|
1,911
|
$ 113,494
|
5,732
|
$ 340,423
|
|
|
2/13/2019
|
—
|
10,308
|
$54.64
|
2/13/2029
|
3,088
|
$ 183,396
|
6,177
|
$ 366,852
|
|
10/01/2019
|
—
|
—
|
—
|
—
|
7,154
|
$ 424,876
|
—
|
—
|
||
Total:
|
34,737
|
25,214
|
13,548
|
$ 804,615
|
16,097
|
$ 956,000
|
||||
Wolf
|
6/22/2018
|
2,801
|
5,601
|
$59.95
|
6/22/2028
|
2,502
|
$ 148,594
|
—
|
—
|
|
8/14/2018
|
564
|
1,126
|
$59.05
|
8/14/2028
|
—
|
—
|
—
|
—
|
||
|
2/13/2019
|
—
|
8,705
|
$54.64
|
2/13/2029
|
2,608
|
$ 154,889
|
5,216
|
$ 309,778
|
|
3/14/2019
|
—
|
1,874
|
$53.00
|
3/14/2029
|
—
|
—
|
—
|
—
|
||
Total:
|
3,365
|
17,306
|
5,110
|
$ 303,483
|
5,216
|
$ 309,778
|
(1) |
As required by SEC regulations, the amounts included in the table above for 2017 and 2018 performance shares reflect the next higher performance measure as the current result for 2017 and 2018 are at or above
target. The final amounts will be interpolated based on actual final results.
|
(2) |
As required by SEC regulations, the amounts included in the table above for 2019 performance shares reflect the next higher performance measure as the current result for 2019 are below target. The final amounts
will be interpolated based on actual final results.
|
Grant Date
|
Vesting Schedule
|
1/31/2017
|
SARs: Time-based vesting in 1/3 increments on January 31, 2018; January 31, 2019; and January 31, 2020.
|
2/16/2017
|
SARs: Time-based vesting in 1/3 increments on February 16, 2018; February 16, 2019; and February 16, 2020.
RSUs: Cliff vest on February 16, 2020.
Performance shares: based on two equally-weighted performance measures during the three-year performance period ending December 31, 2019. The award vests in the form of a number of shares of the
Company’s common stock.
|
2/21/2017
|
SARs: Time-based vesting in 1/3 increments on February 21, 2018; February 21, 2019; and February 21, 2020.
RSUs: Cliff vest on February 21, 2020.
Performance shares: based on two equally-weighted performance measures during the three-year performance period ending December 31, 2019. The award vests in the form of a number of shares of the
Company’s common stock.
|
8/11/2017
|
SARs: Time-based vesting in 1/3 increments on August 11, 2018; August 11, 2019; and August 11, 2020.
|
2/13/2018
|
SARs: Time-based vesting in 1/3 increments on February 13, 2019; February 13, 2020; and February 13, 2021.
RSUs: Cliff vest on February 13, 2021.
Performance shares: based on two equally-weighted performance measures during the three-year performance period ending December 31, 2020. The award vests in the form of a number of shares of the
Company’s common stock.
|
6/22/2018
|
SARs: Time-based vesting in 1/3 increments on June 22, 2019; June 22, 2020; and June 22, 2021.
RSUs: Cliff vest on June 22, 2021.
|
8/14/2018
|
SARs: Time-based vesting in 1/3 increments on August 14, 2019; August 14, 2020; and August 14, 2021.
|
2/13/2019
|
SARs: Time-based vesting in 1/3 increments on February 13, 2020; February 13, 2021; and February 13, 2022.
RSUs: Cliff vest on February 13, 2022.
Performance shares: based on two equally-weighted performance measures during the three-year performance period ending December 31, 2021. The award vests in the form of a number of shares of the
Company’s common stock.
|
3/14/2019
|
SARs: Time-based vesting in 1/3 increments on March 14, 2020; March 14, 2021; and March 14, 2022.
|
10/01/2019
|
RSUs: Cliff Vest on October 1, 2022.
|
|
Option Awards
|
Stock Awards
|
|||
Name
|
Number of Shares
Acquired on Exercise
(#)
|
Value Realized
on Exercise
($)
|
Number of Shares
Acquired on Vesting (#)(1)
|
Value Realized
on Vesting
($)
|
|
Engel
|
—
|
—
|
34,566
|
$1,910,929
|
|
Schulz
|
—
|
—
|
17,050
|
$811,069
|
|
Lazzaris
|
—
|
—
|
4,992
|
$275,975
|
|
Squires
|
—
|
—
|
2,688
|
$148,602
|
|
Wolf
|
—
|
—
|
—
|
—
|
(1) |
Reflects RSUs that vested on February 16, 2019, March 1, 2019 and October 19, 2019.
|
Name
|
Year
|
Executive
Contribution in Last FY(1)
|
Company
Contributions in Last FY(2)
|
Aggregate
Earnings
in Last FY(3)
|
Aggregate
Withdrawals/ Distributions
|
Aggregate
Balance
at Last FYE(4)
|
Engel
|
2019
|
$164,324
|
$169,344
|
$716,101
|
—
|
$3,997,691
|
Schulz
|
2019
|
$69,120
|
$45,679
|
$34,190
|
—
|
$129,639
|
Lazzaris
|
2019
|
—
|
$21,375
|
$90,482
|
—
|
$323,007
|
Squires
|
2019
|
—
|
$19,188
|
$21,524
|
—
|
$110,681
|
Wolf
|
2019
|
$40,995
|
$12,098
|
$4,184
|
—
|
$57,276
|
(1) |
Reflects participation by the NEOs in the Deferred Compensation Plan, including deferral of portions of both base salary and incentive compensation. The NEOs cannot withdraw any amounts from their deferred
compensation balances until termination, retirement, death or disability with the exception that the Committee may approve an amount (“hardship withdrawal”) necessary to meet unforeseen needs in the event of an emergency.
|
(2) |
Amounts in this column are Company matching contributions to the Deferred Compensation Plan and include rollover contributions from the 401(k) plan to the Deferred Compensation Plan. Please refer to footnote 4
of the All Other Compensation table for a discussion of the determination of these contributions, which amounts are reported as compensation in the “All Other Compensation” column of the Summary Compensation table.
|
(3) |
Reflects investment returns or earnings (losses) calculated by applying the investment return rate at the valuation date to the average balance of the participant’s deferral account and Company contribution
account since the last valuation date for each investment vehicle selected by the participant. Investment vehicles available to participants are a subset of those offered in the 401(k) plan and notably do not include Company stock.
|
(4) |
Based upon years of service to the Company, Mr. Engel, Ms. Lazzaris and Mr. Squires are each fully vested in the aggregate balance of their respective accounts at last year-end. Mr. Schulz is 75% vested in the
matching portion of his account and 100% vested in the executive contribution at last year end. Ms. Wolf is 25% vested in the matching portion of her account and 100% vested in the executive contribution at last year end.
|
Executive Benefits and Payments Upon Termination
|
Termination
After Change in Control(1) |
Involuntary
Not for Cause or
For Good Reason
Termination(2)
|
Death(3)
|
Disability(4)
|
Compensation:
|
|
|
|
|
Base Salary and Incentive
|
$5,505,058
|
$3,484,000
|
$ 617,058
|
—
|
Accelerated Options & SARs(5)
|
$ 344,570
|
$ 344,570
|
$ 344,570
|
$ 344,570
|
Accelerated RSUs(6)
|
$2,923,354
|
$2,923,354
|
$2,923,354
|
$2,923,354
|
Accelerated Performance Shares(7)
|
$5,030,333
|
—
|
$5,030,333
|
$5,030,333
|
Benefits and Perquisites:
|
||||
Medical Benefits
|
$ 17,436
|
$ 17,436
|
—
|
—
|
280G Tax Gross-Up
|
—
|
—
|
—
|
—
|
Total:
|
$13,820,751
|
$6,769,360
|
$8,915,315
|
$8,298,257
|
(1) |
Termination After Change in Control
|
Mr. Engel’s Change in Control benefits are double-triggered (other than equity awards which vest on a Change in Control), meaning that he will receive these payments only if (i) there is a Change in Control and
(ii) Mr. Engel’s employment is terminated within two years following a Change in Control without Cause or by Mr. Engel for Good Reason, in which case Mr. Engel will be entitled to receive:
|
• |
Two times annual base salary.
|
• |
Two times the annual target bonus opportunity.
|
• |
Prorated annual incentive compensation for the portion of the fiscal year employed, if earned.
|
• |
Full vesting of outstanding stock options, SARs, and RSUs. Vesting of performance shares at target.
|
• |
Coverage for health, dental, and vision benefits for 24 months provided executive pays employee portion of premiums.
|
• |
Additional gross-up premium sufficient to reimburse the executive for excise taxes, if any, payable as a result of termination payments plus any income taxes on the reimbursement payment itself. Other than the
pre-existing employment agreement with Mr. Engel, the Company has no other agreement with executive officers providing for excise tax gross-ups with respect to payments contingent upon a change in control. In addition, the Company
committed that it will not enter into any new or materially amended agreements with executive officers providing for excise tax gross-ups with respect to payments contingent upon a change in control and, indeed, has not entered into any
such agreements.
|
(2) |
Involuntary Not for Cause or Executive for Good Reason Termination
|
• |
Monthly base salary continuation for 24 months.
|
• |
An amount equal to the executive’s annual target bonus opportunity.
|
• |
Full vesting of outstanding stock options, SARs, and RSUs.
|
• |
Coverage for health, dental, and vision benefits for 24 months provided executive pays employee portion of premiums.
|
(3) |
Death
|
• |
Any accrued and earned but unpaid bonus.
|
• |
Full vesting of outstanding stock options, SARs, and RSUs. Vesting of performance shares at target.
|
(4) |
Disability
|
• |
Full vesting of outstanding stock options, SARs, and RSUs. Vesting of performance shares at target.
|
(5) |
The closing price of WESCO common stock on December 31, 2019 was $59.39. The amount shown is the excess, if any, of the December 31, 2019 closing price over the exercise price multiplied by the number of SARs.
|
(6) |
Represents the closing stock price on December 31, 2019 multiplied by the number of RSUs.
|
(7) |
Represents the closing stock price on December 31, 2019 multiplied by the number of performance shares at target.
|
|
|
|
Executive Benefits and Payments Upon Termination
|
Termination
After Change
in Control(1)
|
Involuntary Not for Cause or Good Reason Termination(2) |
Compensation:
|
|
|
Base Salary and Incentive
|
$1,076,000
|
$1,076,000
|
Accelerated SARs(3)
|
$ 116,235
|
$ 11,051
|
Restricted Stock Units(4)
|
$ 873,924
|
—
|
Performance Shares(5)
|
$1,507,971
|
—
|
Benefits and Perquisites:
|
||
Medical Benefits
|
$ 12,196
|
$ 12,196
|
Total:
|
$3,586,326
|
$1,099,247
|
(1) |
Termination After Change in Control
|
• |
Payment equal to one-year’s base salary.
|
• |
Payment equal to pro rata amount of target bonus.
|
• |
Full vesting of SARs and RSUs. Vesting of performance shares at target.
|
• |
Coverage for health, dental, and vision benefits for 12 months provided executive pays employee portion of premiums.
|
(2) |
Involuntary Not for Cause or Executive for Good Reason Termination or Termination by the Company Upon or Within Two Years After a Change of Control of the Company
|
• |
Payment equal to one-year’s base salary.
|
• |
Payment equal to pro rata amount of target bonus.
|
• |
Full vesting of SARs granted in accordance with purchase of WESCO stock.
|
• |
Coverage for health, dental, and vision benefits for 12 months provided executive pays employee portion of premiums.
|
(3) |
The closing price of WESCO common stock on December 31, 2019 was $59.39. The amount shown is the excess, if any, of the December 31, 2019 closing price over the exercise price multiplied by the number of SARs.
|
(4) |
Represents the closing stock price on December 31, 2019 multiplied by the number of RSUs.
|
(5) |
Represents the closing stock price on December 31, 2019 multiplied by the number of performance shares at target.
|
|
|
|
Executive Benefits and Payments Upon Termination
|
Termination
After Change
in Control(1)
|
Involuntary Not for Cause or Good Reason Termination(2) |
Compensation:
|
|
|
Base Salary and Incentive
|
$ 633,057
|
$ 633,057
|
Accelerated SARs(3)
|
$ 47,153
|
—
|
Restricted Stock Units(4)
|
$ 407,237
|
—
|
Performance Shares(5)
|
$ 699,377
|
—
|
Benefits and Perquisites:
|
||
Medical Benefits
|
$ 9,140
|
$ 9,140
|
Total:
|
$1,795,964
|
$ 642,197
|
(1) |
Termination After Change in Control
|
• |
Payment equal to one-year’s base salary.
|
• |
Payment equal to pro rata amount of estimated bonus.
|
• |
Full vesting of SARs and RSUs. Vesting of performance shares at target.
|
• |
Coverage for health, dental, and vision benefits for 12 months provided executive pays employee portion of premiums.
|
(2) |
Involuntary Not for Cause or Executive for Good Reason Termination or Termination Within One Year Following Change of Control of the Company (Other than for Cause)
|
• |
Payment equal to one-year’s base salary.
|
• |
Payment equal to pro rata amount of estimated bonus.
|
• |
Full vesting of SARs granted in accordance with purchase of WESCO stock.
|
• |
Coverage for health, dental, and vision benefits for 12 months provided executive pays employee portion of premiums.
|
(3) |
The closing price of WESCO common stock on December 31, 2019 was $59.39. The amount shown is the excess, if any, of the December 31, 2019 closing price over the exercise price multiplied by the number of SARs.
|
(4) |
Represents the closing stock price on December 31, 2019 multiplied by the number of RSUs.
|
(5) |
Represents the closing stock price on December 31, 2019 multiplied by the number of performance shares at target.
|
|
|
|
Executive Benefits and Payments Upon Termination
|
Termination
After Change in Control(1) |
Involuntary Not
for Cause or Good Reason Termination(2)
|
Compensation:
|
|
|
Base Salary and Incentive
|
$884,406
|
$884,406
|
Accelerated SARs(3)
|
$ 48,963
|
—
|
Restricted Stock Units(4)
|
$804,616
|
—
|
Performance Shares(5)
|
$661,426
|
—
|
Benefits and Perquisites:
|
||
Medical Benefits
|
$ 45,987
|
$ 45,987
|
Total:
|
$2,445,398
|
$930,393
|
(1) |
Termination After Change in Control
|
• |
Payment equal to one-year’s base salary.
|
• |
Payment equal to pro rata amount of target bonus.
|
• |
Full vesting of SARs and RSUs. Vesting of performance shares at target.
|
• |
Coverage for health, dental, and vision benefits for 12 months provided executive pays employee portion of premiums.
|
(2) |
Involuntary Not for Cause or Executive for Good Reason Termination or Termination by the Company Upon or Within Two Years After a Change of Control of the Company
|
• |
Payment equal to one-year’s base salary.
|
• |
Payment equal to pro rata amount of target bonus.
|
• |
Full vesting of SARs granted in accordance with purchase of WESCO stock.
|
• |
Coverage for health, dental, and vision benefits for 12 months provided executive pays employee portion of premiums.
|
(3) |
The closing price of WESCO common stock on December 31, 2019 was $59.39. The amount shown is the excess, if any, of the December 31, 2019 closing price over the exercise price multiplied by the number of SARs.
|
(4) |
Represents the closing stock price on December 31, 2019 multiplied by the number of RSUs.
|
(5) |
Represents the closing stock price on December 31, 2019 multiplied by the number of performance shares at target.
|
|
|
|
Executive Benefits and Payments Upon Termination
|
Termination
After Change in Control(1) |
Involuntary Not for Cause or Good Reason Termination(2) |
Compensation:
|
|
|
Base Salary and Incentive
|
$804,875
|
$804,875
|
Accelerated SARs(3)
|
$ 53,706
|
$ 12,358
|
Restricted Stock Units(4)
|
$303,484
|
—
|
Performance Shares(5)
|
$309,778
|
—
|
Benefits and Perquisites:
|
||
Medical Benefits
|
$ 9,894
|
$ 9,894
|
Total:
|
$1,481,737
|
$827,127
|
(1) |
Termination After Change in Control
|
• |
Payment equal to one-year’s base salary.
|
• |
Payment equal to pro rata amount of target bonus.
|
• |
Full vesting of SARs and RSUs. Vesting of performance shares at target.
|
• |
Coverage for health, dental, and vision benefits for 12 months provided executive pays employee portion of premiums.
|
(2) |
Involuntary Not for Cause or Executive for Good Reason Termination or Termination by the Company Upon or Within Two Years After a Change of Control of the Company
|
• |
Payment equal to one-year’s base salary.
|
• |
Payment equal to pro rata amount of target bonus.
|
• |
Full vesting of SARs granted in accordance with purchase of WESCO stock.
|
• |
Coverage for health, dental, and vision benefits for 12 months provided executive pays employee portion of premiums.
|
(3) |
The closing price of WESCO common stock on December 31, 2019 was $59.39. The amount shown is the excess, if any, of the December 31, 2019 closing price over the exercise price multiplied by the number of SARs.
|
(4) |
Represents the closing stock price on December 31, 2019 multiplied by the number of RSUs.
|
(5) |
Represents the closing stock price on December 31, 2019 multiplied by the number of performance shares at target.
|
|
|
Role
|
2019 Annual
Cash Retainer
|
All Independent Directors
|
$ 94,000
|
Lead Independent Director
|
$ 25,000
|
Committee Chairs
|
|
Audit
|
$ 20,000
|
Compensation
|
$ 15,000
|
Nominating and Governance Committee
|
$ 10,000
|
Committee Members
|
|
Audit
|
$ 5,000
|
|
|
|
|
|
||
Name
|
Fees Earned
or Paid in Cash(1) |
Stock
Awards(2)(3) |
Other
|
Total
|
||
Beach Lin
|
$ 43,333
|
$129,989
|
(4) |
$10,000
|
(5) |
$183,322
|
Espe
|
$ 98,703
|
$129,989
|
—
|
$228,692
|
||
Griffin
|
$ 99,833
|
$129,989
|
—
|
$229,822
|
||
Morgan
|
$109,000
|
$129,989
|
—
|
$238,989
|
||
Raymund
|
$114,000
|
$129,989
|
—
|
$243,989
|
||
Singleton
|
$119,000
|
$129,989
|
—
|
$248,989
|
||
Sundaram
|
$ 99,000
|
$129,989
|
—
|
$228,989
|
||
Thompson
|
$ 24,750
|
$ 32,489
|
(6) |
—
|
$ 57,239
|
|
Utter
|
$ 99,000
|
$129,989
|
—
|
$228,989
|
(1) |
Represents the amount of the Director’s annual retainer, for which Mr. Espe, Mr. Griffin, Mr. Raymund, and Mr. Singleton received $49,411, $49,917, $57,000 and $59,500, respectively, in cash during 2019. The
Director’s Fees for Mr. Sundaram and Ms. Utter were deferred into the Company’s Deferred Compensation Plan for Non-Employee Directors. Ms. Beach Lin served as a Director from January 1, 2019 until her retirement at the 2019 Annual
Meeting. Ms. Beach Lin’s annual retainer was prorated based on service for 2019. Director Thompson joined the Board October 1, 2019 and her annual retainer was prorated based on service for 2019.
|
(2) |
Amounts represent the aggregate grant date fair value, calculated in accordance with FASB ASC Topic 718, of RSUs. On February 13, 2019, each Director was awarded 2,379 RSUs with a grant date fair value of $54.64
per RSU, which was the closing price of our Common Stock on February 13, 2019. These RSU awards are subject to time-based vesting criteria. The assumptions used in calculating these amounts are set forth in Note 15 to our financial
statements for the year ended December 31, 2019, which is located on pages 58 to 61 of our Annual Report on Form 10-K.
|
(3) |
All the RSU awards were granted under the WESCO International, Inc. 1999 Long-Term Incentive Plan, as amended and approved by our Board and stockholders. See the “Director Outstanding Equity Awards at the
Year-End” table below for more information regarding the equity awards held by Directors as of December 31, 2019.
|
(4) |
Ms. Beach Lin served as a Director from January 1, 2019 until her retirement at the 2019 Annual Meeting. Ms. Beach Lin’s 2019 RSU grant partially vested at 50% as described on the prior page.
|
(5) |
The Company made a donation in Ms. Beach Lin’s honor to Junior Achievement USA.
|
(6)
|
On December 4, 2019, Director Thompson was awarded 626 RSUs with a grant date fair value of $51.90 per RSU, which was the closing price of our Common Stock on December 4, 2019. These RSU awards
are subject to time-based vesting criteria. The assumptions used in calculating these amounts are set forth in Note 15 to our financial statements for the year ended December 31, 2019, which is located on pages 58 to 61 of our Annual Report
on Form 10-K.
|
|
|
|
Name
|
Number of
Securities
Underlying Unexercised Equity Awards Exercisable(2) |
Number of
Shares of Stock That Have Not Vested |
Beach Lin(1)
|
—
|
—
|
Espe
|
1,035
|
4,068
|
Griffin
|
4,780
|
4,068
|
Morgan
|
6,699
|
4,068
|
Raymund
|
6,699
|
4,068
|
Singleton
|
4,642
|
4,068
|
Sundaram
|
—
|
2,379
|
Thompson
|
—
|
626
|
Utter
|
6,712
|
4,068
|
(1)
|
Ms. Beach Lin retired from the Board at the 2019 Annual Meeting.
|
(2)
|
The amounts for Messrs. Espe, Griffin, Morgan, Raymund and Ms. Utter include RSUs that were deferred upon vesting.
|
Plan Category
|
Number of securities
to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average
exercise price of outstanding options, warrants and rights |
Number of securities
remaining available for future issuance under equity compensation plans |
||||||
Equity compensation plans approved by
security holders
|
2,896,083
|
$
|
48.19
|
2,556,535
|
|||||
Equity compensation plans not approved by security holders
|
—
|
—
|
—
|
||||||
Total
|
2,896,083
|
$
|
48.19
|
2,556,535
|
|
|
|
Name
|
Shares
Beneficially Owned(1) |
Percent
Owned Beneficially(2) |
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
|
3,963,464(3)
|
9.5%
|
Dimensional Fund Advisors, L.P.
Building One
6300 BeeCave Road
Austin, TX 78746
|
3,504,710(4)
|
8.4%
|
Boston Partners
One Beacon Street
30th Floor
Boston, MA 02108
|
3,236,209(5)
|
7.7%
|
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
|
2,191,595(6)
|
5.2%
|
John J. Engel
|
1,017,619(7)
|
2.4%
|
Matthew J. Espe
|
12,112(7)
|
*
|
Bobby J. Griffin
|
20,464(7)
|
*
|
John K. Morgan
|
42,326(7)
|
*
|
Steven A. Raymund(8)
|
44,429(7)
|
*
|
James L. Singleton(9)
|
47,117(7)
|
*
|
Easwaran Sundaram
|
8,941(7)
|
*
|
Laura K. Thompson
|
3,523(7)
|
*
|
Lynn M. Utter
|
44,507(7)
|
*
|
Diane E. Lazzaris
|
122,518(7)
|
*
|
David S. Schulz
|
97,378(7)
|
*
|
Nelson J. Squires, III(10)
|
61,636(7)
|
*
|
Christine A. Wolf
|
10,456(7)
|
*
|
All 14 executive officers and Directors as a group
|
1,574,820(7)
|
3.7%
|
* |
Indicates ownership of less than 1% of the Common Stock.
|
(1) |
The beneficial ownership of Directors set forth in the foregoing table includes shares of Common Stock payable to any such Director following the Director’s termination of Board service with respect to portions
of annual fees deferred under the Company’s Deferred Compensation Plan for Non-Employee Directors, and restricted stock units subject to an election to defer even though such shares are not deemed currently to be beneficially owned by
the Directors pursuant to Rule 13d-3, as follows: Mr. Espe, 4,904; Mr. Griffin, 15,518; Mr. Morgan, 13,225; Mr. Raymund, 20,718; Mr. Singleton, 13,880; Mr. Sundaram, 2,628; Ms. Thompson, 0; and Ms. Utter, 25,817.
|
(2) |
Based on the number of shares outstanding on the record date.
|
(3) |
This information is based solely upon a Schedule 13G/A filed by The Vanguard Group (“Vanguard”) with the Securities and Exchange Commission on February 12, 2020 Vanguard is the beneficial owner of 3,963,464
shares and has sole power to vote 21,807 shares, shared voting power over 6,427 shares, sole dispositive power over 3,940,681 shares and shared dispositive power over 22,783 shares.
|
(4) |
This information is based solely upon a Schedule 13G/A filed by Dimensional Fund Advisors LP (“Dimensional”) with the Securities and Exchange Commission on February 12, 2020. Dimensional is the beneficial owner
of 3,504,710 shares and has sole power to vote 3,440,107 shares, and sole dispositive power over 3,504,710 shares.
|
(5) |
This information is based solely upon a Schedule 13G/A filed by Boston Partners with the Securities and Exchange Commission on February 11, 2020. Boston Partners beneficially owns 3,236,209 shares, has sole
power to vote 2,534,107 shares, has shared power to vote 12,209 shares and sole power to dispose of 3,236,209 shares.
|
(6) |
This information is based solely upon a Schedule 13G filed by BlackRock, Inc. (“BlackRock”) with the Securities and Exchange Commission on February 11, 2020. BlackRock is the beneficial owner of 2,191,595 shares
and has sole power to vote 2,010,320 shares, and sole dispositive power over 2,191,595 shares.
|
(7) |
Includes the following shares of Common Stock not currently owned, but subject to SARs which were outstanding on March 5, 2020 and may be exercised or settled within 60 days thereafter: Mr. Engel, 870,366;
Mr. Espe 0; Mr. Griffin, 0; Mr. Morgan, 4,642; Mr. Raymund 4,642; Mr. Singleton, 4,642; Mr. Sundaram, 0; Ms. Thompson, 0; Ms. Utter, 4,642; Ms. Lazzaris, 105,901; Mr. Schulz 71,840; Mr. Squires 47,644; Ms. Wolf, 6,892; and all Directors
and executive officers as a group, 1,149,521.
|
(8) |
Includes 16,172 shares of Common Stock beneficially owned indirectly through a trust which is controlled by Mr. Raymund.
|
(9) |
Includes 5,000 shares of Common Stock beneficially owned indirectly through a trust. Mr. Singleton exercises shared voting and investment power over such shares.
|
(10) |
Includes 2,445 shares of Common Stock beneficially owned indirectly by Mr. Squires and his spouse.
|
|
|
|
(In millions)
|
2019
|
2018
|
Audit fees
|
$2.1
|
$2.1
|
Audit-related fees
|
—
|
$0.1
|
Tax fees
|
|
|
Compliance
|
$0.1
|
$0.1
|
Planning and consulting
|
—
|
—
|
Other fees
|
—
|
—
|
$2.2
|
$2.3
|
(1) |
Financial Statements—All financial statements are omitted for the reason that they are not required or the information is otherwise supplied in Item 8. “Financial Statements and Supplementary
Data” in the Original Form 10-K filed on February 24, 2020.
|
(2) |
Financial Statement Schedules—None.
|
(3) |
Exhibits—The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this report.
|
Exhibit No.
|
Description
|
|
Agreement and Plan of Merger, dated as of January 10, 2020, by and among WESCO International, Inc., Warrior Merger Sub, Inc. and Anixter International Inc. (incorporated by reference to Exhibit
2.1 to WESCO’s Current Report on Form 8-K, dated January 13, 2020)
|
||
Restated Certificate of Incorporation of WESCO International, Inc. (incorporated by reference to Exhibit 3.1 to WESCO’s Registration Statement on Form S-4, dated September 28, 2001
(No. 333-70404))
|
||
Certificate of Amendment of Certificate of Incorporation to Restated Certificate of Incorporation of WESCO International, Inc. (incorporated by reference to Exhibit 3.1 to WESCO’s Current Report on Form 8-K, dated
May 29, 2014)
|
||
Form of Certificate of Designations with respect to the WESCO Series A Preferred Stock (incorporated by reference to Exhibit 3.3 to WESCO’s Registration Statement on Form S-4, dated
February 7, 2020 (No. 333-236307))
|
||
Amended and Restated By-Laws of WESCO International, Inc., effective as of May 29, 2014 (incorporated by reference to Exhibit 3.2 to WESCO’s Current Report on Form 8-K, dated May 29, 2014)
|
||
Form of Certificate of Designations with respect to the WESCO Series A Preferred Stock (incorporated by reference to Exhibit 4.1 to WESCO’s Registration Statement on Form S-4/A, dated
February 7, 2020 (No. 333-236307))
|
||
Form of Deposit Agreement, by and among WESCO, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as the depositary, and the holders from time to time of
the Depositary Receipts described therein (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to WESCO’s Registration Statement on Form S-4/A, dated March 4, 2020 (No. 333-236307))
|
||
Form of Depositary Receipt (incorporated by reference to Exhibit 4.3 to Amendment No. 1 to WESCO’s Registration Statement on Form S-4/A, dated March 4, 2020 (No. 333-236307))
|
||
Indenture, dated November 26, 2013, among WESCO Distribution, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to WESCO’s Current Report on Form 8-K, dated November 27,
2013)
|
||
Form of 5.375% Unrestricted Note due 2021 (incorporated by reference to Exhibit A-2 to Exhibit 4.1 to WESCO’s Current Report on Form 8-K, dated November 27, 2013)
|
||
Indenture, dated June 15, 2016, among WESCO Distribution and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to WESCO’s Current Report on Form 8-K, dated June 15, 2016)
|
||
Form of 5.375% Unrestricted Note due 2024 (incorporated by reference to Exhibit A-2 to Exhibit 4.1 to WESCO’s Current Report on Form 8-K, dated June 15, 2016)
|
||
Description of WESCO International, Inc.’s securities
|
||
1999 Deferred Compensation Plan for Non-Employee Directors, as amended and restated September 20, 2007 (incorporated by reference to Exhibit 10.5 to WESCO’s Annual Report on Form 10-K
for the year ended December 31, 2011)
|
||
Form of Stock Appreciation Rights Agreement for Employees (incorporated by reference to Exhibit 10.7 to WESCO’s Annual Report on Form 10-K for the year ended December 31, 2011)
|
||
Form of Stock Appreciation Rights Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.3 to WESCO’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2010)
|
||
Amended and Restated Employment Agreement, dated as of September 1, 2009, between WESCO International Inc. and John J. Engel (incorporated by reference to Exhibit 10.2 to WESCO’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2009)
|
Exhibit No.
|
Description
|
|
Term Sheet, dated January 15, 2010, memorializing terms of employment of Diane Lazzaris by WESCO International, Inc. (incorporated by reference to Exhibit 10.28 to WESCO’s Annual Report on Form 10-K for the year
ended December 31, 2009)
|
||
1999 Long-Term Incentive Plan, as restated effective as of May 30, 2013 (incorporated by reference to Appendix A to the Proxy Statement filed on Schedule 14A on April 16, 2013)
|
||
Form of Stock Appreciation Rights Agreement for Employees (incorporated by reference to Exhibit 10.33 to WESCO's Annual Report on Form 10-K for the year ended December 31, 2014)
|
||
Fourth Amended and Restated Receivables Purchase Agreement, dated as of September 24, 2015, by and among WESCO Receivables Corp., WESCO Distribution, Inc., the various Purchaser Groups from time to time party
thereto and PNC Bank, National Association, as Administrator (incorporated by reference to Exhibit 10.2 to WESCO’s Current Report on Form 8-K, dated September 24, 2015)
|
||
Form of Non-Employee Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to WESCO’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016)
|
||
Form of Notice of Performance Share Award Under the WESCO International, Inc. 1999 Long-Term Incentive Plan, as amended May 30, 2013 (incorporated by reference to Exhibit 10.23 to
WESCO's Annual Report on Form 10-K for the year ended December 31, 2015)
|
||
Form of Director and Officer Indemnification Agreement, entered among WESCO International, Inc. and certain of its executive officers and directors listed on a schedule attached thereto (incorporated by reference to Exhibit 10.24 to WESCO's Annual Report on Form 10-K for the year ended December 31, 2015)
|
||
First Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of December 18, 2015 (incorporated by reference to Exhibit 10.1 to WESCO’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2016)
|
||
Second Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of April 19, 2016 (incorporated by reference to Exhibit 10.2 to WESCO’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2016)
|
||
Third Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of May 10, 2016 (incorporated by reference to Exhibit 10.3 to WESCO’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2016)
|
||
Fourth Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of May 27, 2016 (incorporated by reference to Exhibit 10.4 to WESCO’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2016)
|
||
Term Sheet, dated October 6, 2016, memorializing terms of employment of David S. Schulz by WESCO International, Inc. (incorporated by reference to Exhibit 10.28 to WESCO’s Annual Report
on Form 10-K for the year ended December 31, 2016)
|
||
Fifth Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of November 8, 2017 (incorporated by reference to Exhibit 10.1 to WESCO’s Current Report on Form
8-K, dated November 8, 2017)
|
||
Sixth Amendment to Fourth Amended and Restated Receivables Agreement, dated as of December 29, 2017 (incorporated by reference to Exhibit 10.22 to WESCO’s Annual Report on Form 10-K for
the year ended December 31, 2017)
|
Exhibit No.
|
Description
|
|
Form of Non-Employee Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.23 to WESCO’s Annual Report on Form 10-K for the year ended December 31, 2017)
|
||
Form of Restricted Stock Unit Agreement for Employees (incorporated by reference to Exhibit 10.24 to WESCO’s Annual Report on Form 10-K for the year ended December 31, 2017)
|
||
Form of Stock Appreciation Rights Agreement for Employees (incorporated by reference to Exhibit 10.25 to WESCO’s Annual Report on Form 10-K for the year ended December 31, 2017)
|
||
Form of Notice of Performance Share Award Under the WESCO International, Inc. 1999 Long-Term Incentive Plan, as amended May 31, 2017 (incorporated by reference to Exhibit 10.26 to
WESCO’s Annual Report on Form 10-K for the year ended December 31, 2017)
|
||
1999 Long-Term Incentive Plan, as restated effective as of May 31, 2017 (incorporated by reference to Appendix A to the Proxy Statement filed on Schedule 14A on April 17, 2017)
|
||
Term Sheet, dated December 4, 2015, memorializing terms of employment of Robert Minicozzi by WESCO International, Inc. (incorporated by reference to Exhibit 10.28 to WESCO’s Annual
Report on Form 10-K for the year ended December 31, 2017)
|
||
Term Sheet, dated April 6, 2018, memorializing terms of employment of Christine Wolf by WESCO International, Inc. (incorporated by reference to Exhibit 10.1 to WESCO’s Quarterly Report
on Form 10-Q for the quarter ended June 30, 2018)
|
||
Seventh Amendment to Fourth Amended and Restated Receivables Agreement, dated as of April 23, 2018 (incorporated by reference to Exhibit 10.1 to WESCO’s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2018)
|
||
Eighth Amendment to Fourth Amended and Restated Receivables Agreement, dated as of December 21, 2018 (incorporated by reference to Exhibit 10.30 to WESCO’s Annual Report on Form 10-K
for the year ended December 31, 2018)
|
||
Voting and Support Agreement, dated January 10, 2020, between WESCO International, Inc. and the stockholders of Anixter International Inc. listed on Schedule A thereto (incorporated by reference to Exhibit 10.1 to
WESCO’s Registration Statement on Form S-4, dated February 7, 2020 (No. 333-236307))
|
||
Term Sheet, dated September 25, 2019, memorializing terms of employment of Nelson Squires by WESCO International, Inc. (incorporated by reference to Exhibit 10.1 to WESCO’s Quarterly
Report on Form 10-Q, for the quarter ended September 30, 2019)
|
||
Third Amended and Restated Credit Agreement, dated as of September 26, 2019 among WESCO Distribution, Inc., the other U.S. Borrowers party thereto, WESCO Distribution Canada LP, the other Canadian Borrowers party
thereto, WESCO International, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent (incorporated by
reference to Exhibit 10.1 to WESCO’s Current Report on Form 8-K, dated September 30, 2019)
|
||
Ninth Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of September 26, 2019 (incorporated by reference to Exhibit 10.2 to WESCO’s Current Report on
Form 8-K, dated September 30, 2019)
|
||
Subsidiaries of WESCO International, Inc.
|
||
Consent of Independent Registered Public Accounting Firm
|
||
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) promulgated under the Exchange Act
|
||
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) promulgated under the Exchange Act
|
Exhibit No.
|
Description
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, relating to the Registrant’s Amendment No.1 to the Annual Report on Form 10-K/A for the year ended December 31,
2019
|
||
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, relating to the Registrant’s Amendment No. 1 to the Annual Report on Form 10-K/A for the year ended December 31,
2019
|
||
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
The cover page from this Amendment No. 1 on Form 10-K/A, formatted in Inline XBRL |
* |
Filed herewith.
|
† |
Filed as an exhibit to the Original Form 10-K, filed on February 24, 2020.
|
WESCO INTERNATIONAL, INC.
|
|||
By:
|
/s/ David S. Schulz
|
||
Name:
|
David S. Schulz
|
||
Title:
|
Senior Vice President and Chief
|
||
Financial Officer
|