01—Abstract
Summary
Summary of the 8-K filed December 8, 2025. Cited figures are marked; the original filing is the authoritative source.
WESCO International, Inc. (NYSE: WCC) filed a Form 8-K on December 8, 2025 to report board changes.
On December 5, 2025, the Board elected Michael L. Carter and David C. Wajsgras as independent non-employee directors, effective January 1, 2026.
Mr. Carter is Executive Vice President and Chief Partner Officer of Truist Financial Corporation and previously headed Corporate and Investment Banking at Truist Securities. Mr. Wajsgras is the former Chief Executive Officer of Intelsat Holdings S.A. and currently serves as a director of Parsons Corporation and Martin Marietta Materials, Inc. Their compensation will be consistent with other non-employee directors, as described in the April 10, 2025 proxy statement. The filing also discloses two upcoming board retirements.
Bobby Griffin will retire under the Company's director retirement age policy, and Steven Raymund notified the Company of his retirement on December 5, 2025. Both will leave the Board when their terms expire at the 2026 annual meeting of stockholders on May 28, 2026. The filing states that neither retirement is due to any disagreement with the Company, and it describes Raymund's departure as part of ongoing Board refreshment.
The filing attaches a press release dated December 8, 2025 (Exhibit 99.1) announcing the appointments, which includes management commentary from Chairman, President and CEO John Engel. The filing contains no financial results or guidance.
02—Key points
Key Highlights
- Michael L. Carter (Truist Financial, former Truist Securities investment banking head) and David C. Wajsgras (former Intelsat CEO, former Raytheon CFO) elected to the Board effective January 1, 2026
- Both new directors were determined by the Board to be independent under NYSE listing standards
- Directors Bobby Griffin and Steven Raymund will retire at the expiration of their terms at the 2026 annual meeting on May 28, 2026
- Griffin's retirement follows the Corporate Governance Guidelines director retirement age policy; neither retirement is due to a disagreement with the Company
- Board describes the changes as part of ongoing Board refreshment
- New directors' compensation will match that of other non-employee directors, per the April 10, 2025 proxy statement
- Press release (Exhibit 99.1) dated December 8, 2025 announces the appointments with CEO John Engel's commentary
03—Questions
Frequently Asked Questions
Who are the new WESCO directors and when do they take their seats?
Michael L. Carter and David C. Wajsgras were elected by the Board on December 5, 2025, and take their seats effective January 1, 2026. Carter is EVP and Chief Partner Officer of Truist Financial Corporation, and Wajsgras is the former CEO of Intelsat Holdings S.A.
Why are Bobby Griffin and Steven Raymund leaving the Board?
Griffin is retiring under the Company's director retirement age policy. Raymund notified the Company on December 5, 2025 of his retirement. The filing states that neither departure is due to any disagreement with the Company, and both take effect when their terms expire at the May 28, 2026 annual meeting.
Are the new directors independent?
Yes. The Board has determined that Messrs. Carter and Wajsgras are independent directors under New York Stock Exchange listing standards.
How will the new directors be compensated?
Their compensation for service as non-employee directors will be consistent with the Company's other non-employee directors, as described under 'Director Compensation' in the proxy statement filed April 10, 2025.
04—Continue