01—Abstract
Summary
Summary of the 8-K filed July 18, 2025. Cited figures are marked; the original filing is the authoritative source.
WESCO International, Inc. filed a Current Report on Form 8-K reporting amendments to its governing documents.
On July 16, 2025, the company filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Delaware Secretary of State to give stockholders the right to request a special meeting of stockholders. Stockholders approved this amendment at the company's 2025 annual meeting, and the certificate took effect upon filing. The same day, the company filed a Restated Certificate of Incorporation that integrates the prior charter as amended, without further substantive changes.
The Board of Directors also approved Amended and Restated By-Laws, effective July 16, 2025, which set out procedural and disclosure requirements for exercising the special meeting right and make other conforming or clarifying changes. The filing incorporates by reference the description of the charter amendment in the company's April 10, 2025 proxy statement, under "Proposal 3," and attaches the full text of the three governing documents as Exhibits 3.1, 3.2 and 3.3.
02—Key points
Key Highlights
- Stockholders approved, at the 2025 annual meeting, an amendment giving stockholders the right to request a special meeting of stockholders.
- The Certificate of Amendment was filed with the Delaware Secretary of State on July 16, 2025, and became effective upon filing.
- A Restated Certificate of Incorporation was filed the same day to restate and integrate the charter as amended, without further amendment.
- Amended and Restated By-Laws, effective July 16, 2025, implement procedural and disclosure requirements for exercising the special meeting right and include other conforming or clarifying changes.
- The description of the charter amendment appears in the April 10, 2025 proxy statement under "Proposal 3 – Approve Amendments to the Company's Restated Certificate of Incorporation to Provide Stockholders with the Right to Request a Special Meeting of Stockholders."
- The full text of the Certificate of Amendment, Restated Certificate and Amended and Restated By-Laws is filed as Exhibits 3.1, 3.2 and 3.3.
03—Questions
Frequently Asked Questions
What changed in WESCO's governing documents?
WESCO amended its Restated Certificate of Incorporation to give stockholders the right to request a special meeting of stockholders, as approved at the 2025 annual meeting. The board also adopted Amended and Restated By-Laws to implement the procedures for that right.
When did the changes take effect?
The Certificate of Amendment and the Restated Certificate became effective upon filing with the Delaware Secretary of State on July 16, 2025. The Amended and Restated By-Laws became effective July 16, 2025.
Did the Restated Certificate make any new substantive changes beyond the special meeting amendment?
No. The Restated Certificate restated and integrated the existing Restated Certificate of Incorporation, as amended through the Certificate of Amendment, but did not further amend it.
Where can investors find the details of the special meeting right and the procedures for exercising it?
The filing refers investors to the description in the April 10, 2025 proxy statement under "Proposal 3" and to the full text of the governing documents attached as Exhibits 3.1, 3.2 and 3.3. The By-Laws contain the procedural and disclosure requirements for exercising the right.
What was the stockholder approval process for the amendment?
The amendment was approved by the company's stockholders at its 2025 annual meeting of stockholders, as described in the proxy statement filed on April 10, 2025.
04—Continue