UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As described in Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Stockholders of WESCO International, Inc. (the “Company”) held on May 23, 2024, upon the recommendation of the Board of Directors, the stockholders voted on and approved amendments to the Company’s Restated Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law (the “Amendment”). The Amendment became effective upon the filing of the Certificate of Amendment to the Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware on May 24, 2024. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 23, 2024, the “Company held its Annual Meeting of Stockholders. A quorum was present at the meeting. The following proposals were submitted by the Board of Directors to a vote of the stockholders and the voting tabulations for each matter are as follows:
Proposal 1 – Election of Ten Director Nominees
| Nominee |
For | Withheld | Broker Non-Votes | |||||||||
| John J. Engel |
42,331,341 | 1,251,458 | 3,404,406 | |||||||||
| Glynis A. Bryan |
43,026,644 | 556,155 | 3,404,406 | |||||||||
| Anne M. Cooney |
43,195,950 | 386,849 | 3,404,406 | |||||||||
| Matthew J. Espe |
42,882,179 | 700,620 | 3,404,406 | |||||||||
| Bobby J. Griffin |
42,563,497 | 1,019,302 | 3,404,406 | |||||||||
| Sundaram Nagarajan |
43,245,483 | 337,316 | 3,404,406 | |||||||||
| Steven A. Raymund |
42,638,052 | 944,747 | 3,404,406 | |||||||||
| James L. Singleton |
42,432,335 | 1,150,464 | 3,404,406 | |||||||||
| Easwaran Sundaram |
43,190,108 | 392,691 | 3,404,406 | |||||||||
| Laura K. Thompson |
41,480,429 | 2,102,370 | 3,404,406 | |||||||||
Based on the votes set forth above, each director nominee was duly elected to serve for a one-year term expiring at the Annual Meeting of Stockholders to be held in 2025 or until their successors are otherwise duly elected and qualified.
Proposal 2 – Advisory Approval of the Compensation of the Company’s Named Executive Officers
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 41,967,972 | 1,417,498 | 197,329 | 3,404,406 |
Based on the votes set forth above, with votes for representing approximately 97% of the votes cast, the stockholders approved, on an advisory (non-binding) basis, the compensation of certain executive officers.
Proposal 3 – Approval of Amendments to the Company’s Restated Certificate of Incorporation Regarding Officer Exculpation
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 41,444,092 | 2,034,700 | 104,007 | 3,404,406 |
Based on the votes set forth above, the stockholders approved amendments to the Company’s Restated Certificate of Incorporation to provide for the exculpation of officers in accordance with Delaware law.
Proposal 4 – Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024
| For |
Against |
Abstain | ||
| 46,189,096 | 706,219 | 91,890 |
There were no broker non-votes on this proposal.
Based on the votes set forth above, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | Certificate of Amendment of Restated Certificate of Incorporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WESCO International, Inc. | ||||
| (Registrant) | ||||
| 5.28.2024 |
By: | /s/ David S. Schulz | ||
| (Date) | David S. Schulz | |||
| Executive Vice President and Chief Financial Officer | ||||