Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 27, 2021, WESCO International, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “2021 Annual Meeting”) at which the Company’s stockholders approved the WESCO International, Inc. 2021 Omnibus Incentive Plan (the “Plan”). The Plan had been previously approved by the Company’s Board of Directors (the “Board”) on March 30, 2021, subject to stockholder approval.
The Plan provides for discretionary awards of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, other stock-based awards, and cash awards to selected employees, non-employee directors, and consultants.
The material terms of the Plan are as follows: the Plan is administered by the compensation committee of the Board (the “Committee); the number of shares of common stock that may be issued under the Plan is 2,150,000 less any shares issued under the WESCO International, Inc. 1999 Long-Term Incentive Plan, as amended and restated, after March 31, 2021 and until the 2021 Annual Meeting; shares delivered by participants or withheld by the Company to pay all or a portion of the exercise price with respect to stock option or SAR awards or withholding taxes with respect to any stock option or SAR awards will not again be available for issuance; if any award granted under the Plan is forfeited, terminates, expires or lapses instead of being exercised, or any award if settled for cash, the shares subject to such award will again be available for grant under the Plan; shares delivered by participants or withheld by the Company to satisfy applicable tax withholding obligations with respect to a full-value award (i.e., restricted shares or restricted stock units) will again be available for grant under the Plan.
The Committee may grant awards under the Plan until May 27, 2031, unless terminated earlier by the Board. The Committee may provide that any award granted under the Plan be subject to the attainment of performance goals established by the Committee.
The Plan is filed herewith as Exhibit 10.1. The material features of the Plan are described further in the Company’s definitive proxy statement for the 2021 Annual Meeting filed on April 12, 2021 (the “Proxy Statement”).
On May 27, 2021, the Committee adopted for use under the Plan forms of (i) Restricted Stock Unit Award Agreement for employees; (ii) Restricted Stock Unit Award Agreement for non-employee directors; and (iii) Stock Appreciation Right Award Agreement. These form agreements are attached hereto as Exhibits 10.2, 10.3, and 10.4.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 27, 2021. A quorum was present at the meeting. The following proposals were submitted by the Board 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 2022 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:
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Nominee
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For
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Withheld
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Broker Non-Votes
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John J. Engel
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38,467,087
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5,182,807
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3,642,551
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Matthew J. Espe
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39,975,271
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3,674,623
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3,642,551
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Bobby J. Griffin
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37,463,643
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6,186,251
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3,642,551
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John K. Morgan
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39,375,527
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4,274,367
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3,642,551
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Steven A. Raymund
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39,683,114
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3,966,780
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3,642,551
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James L. Singleton
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39,401,709
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4,248,185
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3,642,551
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Easwaran Sundaram
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40,273,909
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3,375,985
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3,642,551
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Laura K. Thompson
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40,277,277
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3,372,617
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3,642,551
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Lynn M. Utter
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39,271,252
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4,378,642
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3,642,551
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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 40,658,898 votes, or approximately 93% of the total number of votes cast, for this proposal with 2,910,236 votes against it. There were 80,760 abstentions and 3,642,551 broker non-votes.
Proposal 3 – Approval of the WESCO International, Inc. 2021 Omnibus Incentive Plan
The stockholders approved the Plan. There were 42,340,346 votes, or approximately 97% of the total number of votes cast, for this proposal with 1,286,012 votes against it. There were 23,536 abstentions and 3,642,551 broker non-votes.
Proposal 4 – Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021
The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021. There were 46,686,024 votes, or approximately 99% of the total number of votes cast, for this proposal with 591,701 votes against it. There were 14,720 abstentions and no broker non-votes.