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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): June 12, 2023
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) |
(412) 454-2200
(Registrant’s telephone number, including area code)
Not applicable.
(Former name or former address, if changed since last report)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Title of Class |
Trading |
Name of Exchange on which registered |
||
| Common Stock, par value $.01 per share | WCC | New York Stock Exchange | ||
| Depositary Shares, each representing a 1/100th interest in a share of Series A Fixed-Rate Reset Cumulative Perpetual Preferred Stock | WCC PR A | New York Stock Exchange |
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)) |
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. |
On June 12, 2023, the Board of Directors of WESCO International, Inc. (the “Company”) elected Glynis A. Bryan as a Director, effective September 1, 2023. She is also being appointed as a member of the Company’s Audit Committee, effective September 1, 2023. The Board has determined that Ms. Bryan is an independent director under New York Stock Exchange listing standards. Ms. Bryan’s compensation for service as a non-employee Director will be consistent with that of the Company’s other non-employee Directors, which is described under the heading “Director Compensation” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 12, 2023.
Ms. Bryan currently serves as the Chief Financial Officer of Insight Enterprises, Inc. and is a director of Pinnacle West Capital Corporation. A copy of the press release issued by the Company with additional information about Ms. Bryan and announcing her election to the Board of Directors is attached hereto as Exhibit 99.1 and incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description |
|
| 99.1 | Press Release of WESCO International, Inc. issued June 12, 2023. | |
| 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 12, 2023 |
By: | /s/ David S. Schulz |
||||
| (Date) | David S. Schulz | |||||
| Executive Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
|
NEWS RELEASE Wesco International / 225 West Station Square Drive, Suite 700 / Pittsburgh, PA 15219 |
Wesco International Announces Election of Glynis Bryan to Board of Directors
PITTSBURGH, June 12, 2023/PR Newswire/ — WESCO International, Inc. (NYSE: WCC) announces the election of Glynis A. Bryan to its Board of Directors, effective September 1, 2023, consistent with its long-standing commitment to ongoing Board refreshment.
Ms. Bryan currently serves as the Chief Financial Officer of Insight Enterprises Inc., a Fortune 500 solutions integrator focused on enabling secure, end-to-end digital transformation through its broad portfolio of solutions and IT expertise. Prior to becoming Insight’s CFO in 2007, Ms. Bryan served as the Chief Financial Officer for Swift Transportation Inc. and APL Logistics Americas, Ltd. and held various senior financial roles with increasing responsibility at Ryder System, Inc. Ms. Bryan is a director of Pinnacle West Capital Corporation.
John J. Engel, Wesco’s Chairman, stated: “We are very pleased to welcome Glynis to our Board of Directors. Her experience as a public company CFO for a global technology company, as well as her expertise in supply chain and digital transformation, make her an excellent addition to our Board and an asset to our company and our stockholders.” Mr. Engel further stated, “With these changes, our Wesco Board of Directors will be 60% diverse in terms of gender, race and ethnicity, including three (30%) female directors.”
About Wesco
Wesco International (NYSE: WCC) builds, connects, powers and protects the world. Headquartered in Pittsburgh, Pennsylvania, Wesco is a FORTUNE 500® company with more than $21 billion in annual sales and a leading provider of business-to-business distribution, logistics services and supply chain solutions. Wesco offers a best-in-class product and services portfolio of Electrical and Electronic Solutions, Communications and Security Solutions, and Utility and Broadband Solutions. The Company employs approximately 20,000 people, partners with the industry’s premier suppliers, and serves thousands of customers around the world. With millions of products, end-to-end supply chain services, and leading digital capabilities, Wesco provides innovative solutions to meet customer needs across commercial and industrial businesses, contractors, government agencies, institutions, telecommunications providers, and utilities. Wesco operates approximately 800 branches, warehouses and sales offices in more than 50 countries, providing a local presence for customers and a global network to serve multi-location businesses and multi-national corporations.
Investor Relations
Scott Gaffner
Senior Vice President, Investor Relations
980-346-2233
Corporate Communications
Jennifer Sniderman
Sr. Director, Corporate Communications
717-579-6603