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): April 17, 2024 |
WESBANCO, INC.
(Exact name of Registrant as Specified in Its Charter)
| | | | |
West Virginia | 001-39442 | 55-0571723 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | | | |
1 Bank Plaza | |
Wheeling, West Virginia | | 26003 |
(Address of Principal Executive Offices) | | (Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: 304 234-9000 |
Former Name or Former Address, if Changed Since Last Report : Not Applicable
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 $2.0833 Par Value | | WSBC | | Nasdaq Global Select Market |
Depositary Shares (each representing 1/40th interest in a share of 6.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A) | | WSBCP | | Nasdaq Global Select Market |
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.
Wesbanco, Inc. (the “Company”) held its Annual Meeting of its Stockholders on April 17, 2024 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Wesbanco, Inc. Amended and Restated Incentive Bonus, Option and Restricted Stock Plan (the “Plan”).
A summary of the Plan was included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 13, 2024 (the “Proxy Statement”). The summary of the Plan contained in the Proxy Statement is incorporated herein by reference.
The summary of the Plan contained in the Proxy Statement is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
In addition, both Gary L. Libs’ and Reed J. Tanner’s terms as members of the Company’s Board of Directors expired as of the Annual Meeting. Mr. Libs and Mr. Tanner are both retiring from the Board because they are not eligible under Wesbanco’s Bylaws to stand for re-election due to the age 70 limitation as of the date of re-election, and not as a result of any disagreement with Wesbanco. Mr. Libs has served as a member of the Board of Directors since September 9, 2016 and also as a member of the Executive Committee. Mr. Tanner has served as a member of the Board of Directors since December 30, 1996, and also as chairman and member of the audit committee and as a member of the Executive Committee, Compensation Committee, Disclosure Committee and Enterprise Risk Management Committee.
Item 5.07 Submission of Matters to a Vote of Security Holders
Item 1 - Election of Directors
The following directors were elected to the Board of Directors for a term of three years expiring at the Company’s Annual Meeting of its Stockholders to be held in 2027:
| | | |
| For | Withheld | Non Votes |
James W. Cornelsen | 41,784,150 | 1,805,245 | 7,198,290 |
Robert J. Fitzsimmons | 42,936,578 | 650,613 | 7,198,290 |
D. Bruce Knox | 39,760,518 | 3,828,387 | 7,198,290 |
Jeffrey H. Jackson | 41,981,728 | 1,607,860 | 7,198,290 |
Item 2 - Approval of an Advisory (Non-Binding) Vote on the Corporation’s Executive Compensation Paid to the Named Executive Officers
The Company’s stockholders also approved an advisory (non-binding) proposal on the Company's executive compensation paid to its named executive officers. The results of the vote were as follows:
| | | |
For | Against | Abstain | Non Votes |
35,542,957 | 7,622,120 | 424,511 | 7,198,290 |
Item 3 - Advisory (Non-Binding) Vote Ratifying the Appointment of Independent Registered Public Accounting Firm
The Company's stockholders also approved an advisory (non-binding) proposal ratifying the appointment of Ernst & Young, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the vote were as follows:
| | | |
For | Against | Abstain | Non Votes |
48,998,650 | 1,502,252 | 286,977 | - |
Item 4 - Approval of an Amendment and Restatement of the Incentive Bonus, Option and Restricted Stock Plan
The Company’s stockholders also approved a proposal to amend and restate the Wesbanco, Inc. Incentive Bonus, Option and Restricted Stock Plan. The results of the vote were as follows:
| | | |
For | Against | Abstain | Non Votes |
40,725,614 | 2,162,690 | 701,284 | 7,198,290 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
10.1 Wesbanco, Inc. Amended and Restated Incentive Bonus, Options and Restricted Stock Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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 thereunto duly authorized.
| | | |
| | | Wesbanco, Inc.
(registrant) |
| | | |
Date: | April 18, 2024 | By: | /s/ Daniel K. Weiss, Jr. |
| | | Daniel K. Weiss, Jr.
Executive Vice President and
Chief Financial Officer
|
