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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, 2020

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

15219

Pittsburgh,

Pennsylvania

(Zip Code)

(Address of principal executive offices)

(412) 454-2200

(Registrant's telephone number, including area code)

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 Class

Trading Symbol(s)

Name of 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. ☐

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

On May 28, 2020, WESCO International, Inc. (“WESCO International”) held its Annual Meeting of Stockholders. 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 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 2021 or until their successors are otherwise duly elected and qualified. The nine Directors were elected as Directors of WESCO International and the final results of the voting on the proposal were as follows:

Nominee						For						Withheld						Broker Non-Votes
John J. Engel						31,749,796						1,968,741						2,491,590
Matthew J. Espe						33,284,681						433,856						2,491,590
Bobby J. Griffin						31,830,832						1,887,705						2,491,590
John K. Morgan						32,787,801						930,736						2,491,590
Steven A. Raymund						32,697,727						1,020,810						2,491,590
James L. Singleton						32,103,960						1,614,577						2,491,590
Easwaran Sundaram						28,958,241						4,760,296						2,491,590
Laura K. Thompson						33,574,235						144,302						2,491,590
Lynn M. Utter						32,681,112						1,037,425						2,491,590

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 31,190,823 votes, or 93% of the total number of votes cast, for this proposal with 2,347,747 votes against it. There were 179,967 abstentions and 2,491,590 broker non-votes.

 

Proposal 3 – Ratification of the appointment of PricewaterhouseCoopers LLP as WESCO International’s independent registered public accounting firm for the year ending December 31, 2020

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as WESCO International’s independent registered public accounting firm for the year ending December 31, 2020. There were 35,313,012 votes, or 98% of the total number of votes cast, for this proposal with 878,676 votes against it. There were 18,439 abstentions and no broker non-votes.

        

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SIGNATURE

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)

May 28, 2020			By:			/s/ David S. Schulz
(Date)						David S. Schulz
						Senior Vice President and Chief Financial Officer