--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-156570" form_type: "8-K" ticker: "WCC" cik: "0000929008" company_name: "WESCO INTERNATIONAL INC" filed_at: "2023-05-30T23:59:59+00:00" generated_at: "2026-06-14T12:24:17.952247+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # WESCO shareholders elect nine directors, approve executive compensation and auditor ratification ## Summary - All nine director nominees elected; vote totals ranged from 41.9M to 43.8M for each. - Advisory executive compensation approved with ~95% of cast votes (41.7M for, 2.3M against). - Annual advisory vote on executive compensation frequency approved by 41.8M votes; board will implement. - Ratification of PricewaterhouseCoopers as auditor for FY2023 approved with ~98% (46.2M for, 1.1M against). ## SEC filing metadata - accession: 0001193125-23-156570 - form_type: 8-K - ticker: WCC - cik: 0000929008 - company_name: WESCO INTERNATIONAL INC - filed_at: 2023-05-30T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/929008/000119312523156570/0001193125-23-156570-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/929008/000119312523156570/d473555d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-156570 - JSON: https://secwatch.observer/filing/0001193125-23-156570.json - Plain text: https://secwatch.observer/filing/0001193125-23-156570.txt ## Key facts - Shareholder Votes WESCO INTERNATIONAL INC shareholders approved Advisory Approval of the Compensation of the Company’s Named Executive Officers at the 2023-05-25 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-25 source text: Proposal 2 – Advisory Approval of the Compensation of the Company’s Named Executive Officers The stockholders approved, on an advisory (non-binding) basis, the compensation of certain executive officers. There were 41,672,123 votes, or approximately 95% of the total number of votes cast, for this proposal with 2,324,526 votes against it. There were 44,760 abstentions and 3,248,205 broker non-votes. evidence_url: https://www.sec.gov/Archives/edgar/data/929008/000119312523156570/0001193125-23-156570-index.htm - Shareholder Votes WESCO INTERNATIONAL INC shareholders approved Advisory Approval of the Frequency of an Advisory Vote on Executive Compensation at the 2023-05-25 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-25 source text: Proposal 3 – Advisory Approval of the Frequency of an Advisory Vote on Executive Compensation The stockholders approved, on an advisory (non-binding) basis, the holding of an advisory (non-binding) vote on executive compensation on an annual basis, by the votes set forth as follows: One year frequency vote 41,846,125, two year frequency vote 16,481, three year frequency vote 2,169,409. There were 9,394 abstentions and 3,248,205 broker non-votes. evidence_url: https://www.sec.gov/Archives/edgar/data/929008/000119312523156570/0001193125-23-156570-index.htm - Shareholder Votes WESCO INTERNATIONAL INC shareholders approved Election of Nine Director Nominees at the 2023-05-25 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-25 source text: Proposal 1 – Election of Nine Director Nominees The following nine Directors were nominated to serve for a one-year term expiring at the Annual Meeting of Stockholders to be held in 2024 or until their successors are otherwise duly elected and qualified. The nine Directors were elected as Directors of the Company and the final results of the voting on the proposal were as follows: Nominee For Withheld Broker Non-Votes John J. Engel 42,735,610 1,305,799 3,248,205 Anne M. Cooney 43,119,136 922,273 3,248,205 Matthew J. Espe 43,180,663 860,746 3,248,205 Bobby J. Griffin 41,897,812 2,143,597 3,248,205 Sundaram Nagarajan 43,816,233 225,176 3,248,205 Steven A. Raymund 42,985,417 1,055,992 3,248,205 James L. Singleton 42,419,790 1,621,619 3,248,205 Easwaran Sundaram 43,101,581 939,828 3,248,205 Laura K. Thompson 43,635,145 406,264 3,248,205 evidence_url: https://www.sec.gov/Archives/edgar/data/929008/000119312523156570/0001193125-23-156570-index.htm - Shareholder Votes WESCO INTERNATIONAL INC shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 at the 2023-05-25 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-25 source text: Proposal 4 – Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. There were 46,221,515 votes, or approximately 98% of the total number of votes cast, for this proposal with 1,050,110 votes against it. There were 17,989 abstentions and no broker non-votes. evidence_url: https://www.sec.gov/Archives/edgar/data/929008/000119312523156570/0001193125-23-156570-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.