01—Abstract
Summary
Summary of the 8-K filed May 28, 2025. Cited figures are marked; the original filing is the authoritative source.
WESCO International, Inc. filed this Form 8-K to report the results of its Annual Meeting of Stockholders, held May 22, 2025, at which a quorum was present.
Stockholders elected all ten director nominees to one-year terms expiring at the 2026 annual meeting. Stockholders also approved, on an advisory basis, the compensation of the named executive officers, and approved amendments to the Restated Certificate of Incorporation giving stockholders the right to request a special meeting of stockholders. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2025.
A shareholder proposal to give shareholders the ability to call a special shareholder meeting was not approved. The filing's only listed exhibit is the Cover Page Interactive Data File (Exhibit 104).
02—Key points
Key Highlights
- All ten director nominees were elected to one-year terms, including John J. Engel (40,192,543 for; 2,667,311 withheld) and Sundaram Nagarajan (42,677,006 for; 182,848 withheld).
- Advisory say-on-pay proposal was approved, with 39,098,276 votes for, 3,541,883 against and 219,695 abstaining.
- Amendments to the Restated Certificate of Incorporation granting stockholders the right to request a special meeting were approved, with 38,313,114 votes for, 182,002 against and 4,364,738 abstaining.
- PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for 2025, with 44,716,857 votes for, 1,174,478 against and 87,206 abstaining.
- A shareholder proposal to give shareholders the ability to call a special shareholder meeting was not approved, with 16,706,464 votes for, 26,056,116 against and 97,274 abstaining.
- Broker non-votes of 3,118,687 were recorded on the director election, say-on-pay, special meeting amendment and shareholder proposal items; no broker non-votes were recorded on the auditor ratification.
03—Questions
Frequently Asked Questions
Who was elected to the Board of Directors at the 2025 annual meeting?
Ten director nominees were elected to one-year terms expiring at the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The nominees were 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.
Did stockholders approve the executive compensation proposal?
Yes. The advisory, non-binding proposal on the compensation of the named executive officers was approved, with 39,098,276 votes for, 3,541,883 against, 219,695 abstentions and 3,118,687 broker non-votes.
Can stockholders now request a special meeting?
Stockholders approved amendments to the Restated Certificate of Incorporation providing stockholders with the right to request a special meeting of stockholders, with 38,313,114 votes for, 182,002 against, 4,364,738 abstentions and 3,118,687 broker non-votes.
Which accounting firm was approved as the independent auditor?
Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2025, with 44,716,857 votes for, 1,174,478 against and 87,206 abstentions.
Was the shareholder proposal on calling special meetings adopted?
No. The shareholder proposal to give shareholders the ability to call for a special shareholder meeting was not approved, with 16,706,464 votes for, 26,056,116 against, 97,274 abstentions and 3,118,687 broker non-votes.
04—Continue