01—Abstract
Summary
Summary of the 8-K filed June 2, 2026. Cited figures are marked; the original filing is the authoritative source.
WESCO International, Inc. filed this Form 8-K on June 2, 2026 to report three items: a consulting arrangement with former CFO David S.
Schulz, and the results of its May 28, 2026 Annual Meeting of Stockholders. Schulz served as Executive Vice President and Chief Financial Officer through February 16, 2026, then continued as Executive Vice President and special advisor to the CEO until his retirement effective May 31, 2026. Effective June 1, 2026, the Company and Mr. Schulz entered into a Consulting Agreement under which he will provide consulting services as a non-employee consultant through December 31, 2026, unless extended by mutual agreement.
He will receive an hourly fee, and his outstanding equity awards will continue to vest under their terms for the duration of the agreement. He remains subject to customary non-competition, non-solicitation, non-disparagement and confidentiality covenants. At the Annual Meeting, stockholders elected all ten director nominees to one-year terms expiring at the 2027 annual meeting.
They also approved, on an advisory basis, the compensation of the named executive officers, with votes "for" representing over 96%a of the votes cast. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026. From an investor standpoint, the filing reflects a planned executive transition with a continuing advisory relationship and a clear shareholder endorsement of board nominees, executive pay and the auditor.
The filing does not contain financial results or guidance. The full Consulting Agreement is filed as Exhibit 10.1.
02—Key points
Key Highlights
- David S. Schulz retired from WESCO effective May 31, 2026, after serving as Chief Financial Officer through February 16, 2026 and as special advisor to the CEO thereafter.
- Schulz entered a non-employee Consulting Agreement effective June 1, 2026, running through December 31, 2026 unless extended by mutual agreement, with compensation on an hourly fee basis.
- Outstanding equity awards held by Schulz will continue to vest under their terms until the Consulting Agreement ends.
- Schulz remains bound by customary non-competition, non-solicitation, non-disparagement and confidentiality covenants.
- All ten director nominees were elected, with Michael L. Carter receiving 43,195,253 votes for and 42,961 withheld, and John J. Engel receiving 42,008,578 votes for and 1,229,636 withheld.
- Stockholders approved the advisory say-on-pay proposal, with 41,680,098 votes for, 1,533,873 against and 24,243 abstaining, and votes for representing over 96% of votes cast.
- Stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026, with 43,770,836 votes for and 2,652,699 against.
03—Questions
Frequently Asked Questions
Why did David Schulz leave WESCO's CFO role, and what is his current relationship with the company?
The filing states that Schulz served as Executive Vice President and Chief Financial Officer through February 16, 2026, continued as Executive Vice President and special advisor to the CEO, and retired from the Company effective May 31, 2026. It does not state the reasons for the transition. He now serves as a non-employee consultant under a Consulting Agreement effective June 1, 2026.
How long will Schulz's consulting arrangement last, and how is he paid?
The Consulting Agreement runs until December 31, 2026, unless the parties mutually agree to extend it. Schulz will receive an hourly fee for his consulting services. The filing does not disclose the hourly rate or total expected compensation, which are set out in Exhibit 10.1.
Will Schulz keep vesting in his equity awards after he retires?
Yes. Under the Consulting Agreement, his outstanding equity awards will continue to vest in accordance with their terms until the consulting term ends. The filing does not describe the awards or their values.
Did stockholders support the company's board and executive pay at the 2026 annual meeting?
Yes. All ten director nominees were elected to one-year terms expiring at the 2027 annual meeting. Stockholders also approved the advisory vote on named executive officer compensation, with votes for representing over 96% of votes cast. Broker non-votes were 3,203,117 on the director and say-on-pay proposals.
Which auditor did stockholders approve for 2026, and was the vote unanimous?
Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026. The vote was 43,770,836 for, 2,652,699 against and 17,796 abstaining. The filing states there were no broker non-votes on this proposal.
04—Continue