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): September 30, 2019 (September 25, 2019)
WESCO International, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-14989 | | 25-1723342 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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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)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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| Title of Class | | Trading Symbol(s) | | Name of Exchange on which registered |
| Common Stock, par value $.01 per share | | WCC | | 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))
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| 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). |
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| Emerging growth company | | ☐ | | |
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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.
(d) On September 25, 2019, the Board of Directors of WESCO International, Inc. (the “Company”) appointed Laura K. Thompson as a Director effective October 1, 2019. She is also being appointed as a member of the Company’s Audit Committee effective October 1, 2019. Ms. Thompson’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 15, 2019. Currently, she is a director of Parker Hannifin Corporation. Additional information concerning Ms. Thompson and her election is included in the press release attached as Exhibit 99.1 and incorporated by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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.
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| | | WESCO International, Inc. |
| | | (Registrant) |
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September 30, 2019 | By: | /s/ David S. Schulz |
| (Date) | | David S. Schulz |
| | | Senior Vice President and Chief Financial Officer |
