--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-24-045577" form_type: "8-K" ticker: "WSBC" cik: "0000203596" company_name: "WESBANCO INC" filed_at: "2024-04-18T23:59:59+00:00" generated_at: "2026-06-03T19:42:16.706774+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Wesbanco annual meeting: two directors retire; incentive plan approved ## Summary - Directors Gary L. Libs (since 2016) and Reed J. Tanner (since 1996) retired due to age 70 limit, no disagreement. - Shareholders approved the Amended and Restated Incentive Bonus, Option and Restricted Stock Plan (40.7M for). - Advisory vote on executive compensation passed with 35.5M for vs 7.6M against. - Ernst & Young ratified as independent auditor for FY2024 with 48.9M for votes. ## SEC filing metadata - accession: 0000950170-24-045577 - form_type: 8-K - ticker: WSBC - cik: 0000203596 - company_name: WESBANCO INC - filed_at: 2024-04-18T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/203596/000095017024045577/0000950170-24-045577-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/203596/000095017024045577/wsbc-20240417.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-24-045577 - JSON: https://secwatch.observer/filing/0000950170-24-045577.json - Plain text: https://secwatch.observer/filing/0000950170-24-045577.txt ## Key facts - Executive change Gary L. Libs departed as Director at WESBANCO INC. - Action: retiring - Role: Director source text: In addition, both Gary L. Libs’ and Reed J. Tanner’s terms as members of the Company’s Board of Directors expired as of the Annual Meeting. evidence_url: https://www.sec.gov/Archives/edgar/data/203596/000095017024045577/0000950170-24-045577-index.htm - Executive change Reed J. Tanner departed as Director at WESBANCO INC. - Action: retiring - Role: Director source text: In addition, both Gary L. Libs’ and Reed J. Tanner’s terms as members of the Company’s Board of Directors expired as of the Annual Meeting. evidence_url: https://www.sec.gov/Archives/edgar/data/203596/000095017024045577/0000950170-24-045577-index.htm - Shareholder Votes WESBANCO INC shareholders approved Approval of an Advisory (Non-Binding) Vote on the Corporation’s Executive Compensation Paid to the Named Executive Officers. - Proposal: say on pay - Outcome: passed source text: Item 2 - Approval of an Advisory (Non-Binding) Vote on the Corporation’s Executive Compensation Paid to the Named Executive Officers The Company’s stockholders also approved an advisory (non-binding) proposal on the Company's executive compensation paid to its named executive officers. The results of the vote were as follows: For Against Abstain Non Votes 35,542,957 7,622,120 424,511 7,198,290 evidence_url: https://www.sec.gov/Archives/edgar/data/203596/000095017024045577/0000950170-24-045577-index.htm - Shareholder Votes WESBANCO INC shareholders approved Advisory (Non-Binding) Vote Ratifying the Appointment of Independent Registered Public Accounting Firm at the 2024-12-31 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-12-31 source text: Item 3 - Advisory (Non-Binding) Vote Ratifying the Appointment of Independent Registered Public Accounting Firm The Company's stockholders also approved an advisory (non-binding) proposal ratifying the appointment of Ernst & Young, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the vote were as follows: For Against Abstain Non Votes 48,998,650 1,502,252 286,977 - evidence_url: https://www.sec.gov/Archives/edgar/data/203596/000095017024045577/0000950170-24-045577-index.htm - Shareholder Votes WESBANCO INC shareholders approved Approval of an Amendment and Restatement of the Incentive Bonus, Option and Restricted Stock Plan. - Proposal: equity plan - Outcome: passed source text: Item 4 - Approval of an Amendment and Restatement of the Incentive Bonus, Option and Restricted Stock Plan The Company’s stockholders also approved a proposal to amend and restate the Wesbanco, Inc. Incentive Bonus, Option and Restricted Stock Plan. The results of the vote were as follows: For Against Abstain Non Votes 40,725,614 2,162,690 701,284 7,198,290 evidence_url: https://www.sec.gov/Archives/edgar/data/203596/000095017024045577/0000950170-24-045577-index.htm - Shareholder Votes WESBANCO INC shareholders approved Election of Directors. - Proposal: director election - Outcome: passed source text: Item 5.07 Submission of Matters to a Vote of Security Holders Item 1 - Election of Directors The following directors were elected to the Board of Directors for a term of three years expiring at the Company’s Annual Meeting of its Stockholders to be held in 202 7: For Withheld Non Votes James W. Cornelsen 41,784,150 1,805,245 7,198,290 Robert J. Fitzsimmons 42,936,578 650,613 7,198,290 D. Bruce Knox 39,760,518 3,828,387 7,198,290 Jeffrey H. Jackson 41,981,728 1,607,860 7,198,290 evidence_url: https://www.sec.gov/Archives/edgar/data/203596/000095017024045577/0000950170-24-045577-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.