01—Abstract
Summary
Summary of the 8-K filed May 28, 2024. Cited figures are marked; the original filing is the authoritative source.
WESCO International, Inc. held its Annual Meeting of Stockholders on May 23, 2024, with a quorum present.
Stockholders elected all ten director nominees to one-year terms expiring at the 2025 annual meeting. The largest share of votes cast for any nominee was 43,245,483 for Sundaram Nagarajan, and the smallest was 41,480,429 for Laura K. Thompson, who also drew the most withheld votes at 2,102,370.
Stockholders also approved, on an advisory basis, the compensation of the named executive officers, with votes for representing approximately 97%a of votes cast. They approved amendments to the Restated Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law. The amendment became effective upon its filing with the Delaware Secretary of State on May 24, 2024.
The Certificate of Amendment is filed as Exhibit 3.1. Finally, stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2024, with 46,189,096 votes for, 706,219 against, and 91,890 abstentions, and no broker non-votes.
02—Key points
Key Highlights
- Annual Meeting held May 23, 2024, with a quorum present
- All ten director nominees elected to one-year terms expiring at the 2025 annual meeting
- Advisory say-on-pay proposal approved, with votes for representing approximately 97% of votes cast
- Officer exculpation amendment to the Restated Certificate of Incorporation approved, effective May 24, 2024 upon Delaware filing
- Vote for officer exculpation: 41,444,092 for, 2,034,700 against, 104,007 abstain, and 3,404,406 broker non-votes
- PricewaterhouseCoopers LLP ratified as independent registered public accounting firm for fiscal year ending December 31, 2024
- Laura K. Thompson received the most withheld votes among director nominees, at 2,102,370
03—Questions
Frequently Asked Questions
Who was elected to the board at the May 23, 2024 annual meeting?
All ten director nominees were elected: John J. Engel, Glynis A. Bryan, Anne M. Cooney, Matthew J. Espe, Bobby J. Griffin, Sundaram Nagarajan, Steven A. Raymund, James L. Singleton, Easwaran Sundaram, and Laura K. Thompson. Each will serve a one-year term expiring at the 2025 annual meeting or until a successor is duly elected and qualified.
What changed in the company's certificate of incorporation?
Stockholders approved amendments to the Restated Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law. The amendment became effective upon filing with the Delaware Secretary of State on May 24, 2024, and the full text is filed as Exhibit 3.1.
How did stockholders vote on executive compensation?
In an advisory, non-binding vote, stockholders approved the compensation of the named executive officers. The filing states that votes for represented approximately 97% of votes cast, with 41,967,972 for, 1,417,498 against, 197,329 abstaining, and 3,404,406 broker non-votes.
Which auditor did stockholders ratify, and for what period?
Stockholders ratified PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2024. The vote was 46,189,096 for, 706,219 against, and 91,890 abstaining, with no broker non-votes on this proposal.
04—Continue