WESCO INTERNATIONAL INC

8-K · d139131d8k.htm

0000929008 2026-05-28 2026-05-28
  
  
 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
  
  

 FORM 8-K
  
  

 CURRENT REPORT
 Pursuant to Section 13 or 15(d)
 of the Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported): May 28, 2026
  
  

 WESCO International, Inc.
 (Exact name of Registrant as Specified in Its Charter)
  
  

  

 Delaware
  
 001-14989
  
 25-1723342

 (State or Other Jurisdiction
 of Incorporation)

  
 (Commission
 File Number)

  
 (IRS Employer
 Identification No.)

  

 225 West Station Square Drive
  

 Suite 700
  

 Pittsburgh , Pennsylvania
  
 15219

 (Address of Principal Executive Offices)
  
 (Zip Code)

 Registrant’s Telephone Number, Including Area Code: 412 454-2200
 Not applicable.
 (Former Name or Former Address, if Changed Since Last Report)
  
  

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
  

 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:
  

 Title of each class

  
 Trading
 Symbol(s)

  
 Name of each exchange
 on which registered

 Common Stock, Par Value $.01 per share
  
 WCC
  
 New York Stock Exchange

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 Emerging growth company ☐
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
  
  
  

 Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 As previously reported in the Current Reports on Form 8-K filed by WESCO International, Inc. (the “Company”) on February 10, 2026 and February 17, 2026, David S. Schulz served as the Company’s Executive Vice President and Chief Financial Officer through February 16, 2026, and continued as Executive Vice President and special advisor to the CEO until his retirement from the Company effective May 31, 2026.
 Effective June 1, 2026, the Company and Mr. Schulz entered into a consulting services agreement (the “Consulting Agreement”), pursuant to which Mr. Schulz will provide consulting services as a non-employee consultant to the Company until December 31, 2026, unless extended by mutual agreement of the parties. Under the Consulting Agreement, Mr. Schulz will receive an hourly fee for his consulting services and his outstanding equity awards will continue to vest in accordance with their terms until the term of the Consulting Agreement ends. Mr. Schulz will continue to be subject to customary non-competition, non-solicitation, non-disparagement and confidentiality covenants.
 The foregoing description of the terms of the Consulting Agreement is not complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
  

 Item 5.07.
 Submission of Matters to a Vote of Security Holders.

 On May 28, 2026, the Company held its Annual Meeting of Stockholders. A quorum was present at the meeting. The following proposals were submitted by the Board of Directors to a vote of the stockholders and the voting tabulations for each matter are as follows:
 Proposal 1 – Election of Ten Director Nominees
  

 Nominee

  
 For

  
 Withheld

  
 Broker Non-Votes

 John J. Engel
  
 42,008,578
  
 1,229,636
  
 3,203,117

 Glynis A. Bryan
  
 41,780,871
  
 1,457,343
  
 3,203,117

 Michael L. Carter
  
 43,195,253
  
   42,961
  
 3,203,117

 Anne M. Cooney
  
 42,480,663
  
   757,551
  
 3,203,117

 Matthew J. Espe
  
 42,926,380
  
   311,834
  
 3,203,117

 Sundaram Nagarajan
  
 42,609,594
  
   628,620
  
 3,203,117

 James L. Singleton
  
 41,289,143
  
 1,949,071
  
 3,203,117

 Easwaran Sundaram
  
 42,543,748
  
   694,466
  
 3,203,117

 Laura K. Thompson
  
 43,035,130
  
   203,084
  
 3,203,117

 David C. Wajsgras
  
 43,106,839
  
   131,375
  
 3,203,117

 Based on the votes set forth above, each director nominee was duly elected to serve for a one-year term expiring at the Annual Meeting of Stockholders to be held in 2027 or until their successors are otherwise duly elected and qualified.
 Proposal 2 – Advisory Approval of the Compensation of the Company’s Named Executive Officers
  

 For

  
 Against

  
 Abstain

  
 Broker Non-Votes

 41,680,098
  
 1,533,873
  
 24,243
  
 3,203,117

 Based on the votes set forth above, with votes “for” representing over 96% of the votes cast, the stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers.
  

 Proposal 3 – Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026
  

 For

  
 Against

  
 Abstain

 43,770,836
  
 2,652,699
  
 17,796

 Based on the votes set forth above, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. There were no broker non-votes on this proposal.
  

 Item 9.01
 Financial Statements and Exhibits.

 (d) Exhibits .
  

 Exhibit No.

   
 Description

 10.1
   
 Consulting Services Agreement, dated June 1, 2026, between WESCO International, Inc. and David Schulz

 104
   
 Cover Page Interactive Data File (embedded within the Inline XBRL document)

  

 SIGNATURES
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  

  

  

  
 WESCO International, Inc.

  

  
 (Registrant)

 June 1, 2026

  

  
 By:
  
 / s / Indraneel Dev

 (Date)
  

  

  
 Indraneel Dev

  

  

  
 Executive Vice President and Chief Financial Officer