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): December 16, 2022
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)
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 |
| Depositary Shares, each representing a 1/1,000th 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 16, 2022, the Board of Directors (the “Board”) of WESCO International, Inc. (the “Company”) approved and adopted amended and restated bylaws for the Company (the “Amended Bylaws”), effective immediately. The amendments effected by the Amended Bylaws principally include: (i) updated provisions relating to stockholder director nominations to address the universal proxy rules adopted by the Securities and Exchange Commission; (ii) enhanced disclosure requirements relating to the purpose of transactions and descriptions of plans or proposals that would be required to be disclosed under Schedule 13D, designed to enhance transparency and help to provide relevant information to stockholders; and (iii) conforming changes related to recent amendments in the Delaware General Corporation Law regarding making stockholder lists available for inspection, designed to address privacy concerns relating to the broadcast of such information.
The foregoing summary of the amendments effected by the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
| Exhibit No. | Description |
| 3.1 | |
| 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) |
| | | | | | | | |
| December 20, 2022 | By: | /s/ David S. Schulz |
| (Date) | | David S. Schulz |
| | Executive Vice President and Chief Financial Officer |
