| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On May 25, 2023, WESCO International, Inc. (the “Company”) held its Annual Meeting of Stockholders. A quorum was present at the meeting. The following proposals were submitted by the Board of Directors 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 2024 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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42,735,610 |
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1,305,799 |
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3,248,205 |
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| Anne M. Cooney |
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43,119,136 |
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922,273 |
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3,248,205 |
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| Matthew J. Espe |
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43,180,663 |
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860,746 |
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3,248,205 |
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| Bobby J. Griffin |
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41,897,812 |
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2,143,597 |
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3,248,205 |
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| Sundaram Nagarajan |
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43,816,233 |
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225,176 |
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3,248,205 |
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| Steven A. Raymund |
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42,985,417 |
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1,055,992 |
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3,248,205 |
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| James L. Singleton |
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42,419,790 |
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1,621,619 |
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3,248,205 |
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| Easwaran Sundaram |
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43,101,581 |
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939,828 |
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3,248,205 |
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| Laura K. Thompson |
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43,635,145 |
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406,264 |
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3,248,205 |
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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 41,672,123 votes, or approximately 95% of the total number of votes cast, for this proposal with 2,324,526 votes against it. There were 44,760 abstentions and 3,248,205 broker non-votes.
Proposal 3 – Advisory Approval of the Frequency of an Advisory Vote on Executive Compensation
The stockholders approved, on an advisory (non-binding) basis, the holding of an advisory (non-binding) vote on executive compensation on an annual basis, by the votes set forth as follows: One year frequency vote 41,846,125, two year frequency vote 16,481, three year frequency vote 2,169,409. There were 9,394 abstentions and 3,248,205 broker non-votes.
In accordance with the results of this vote, the Board of Directors determined to implement an annual advisory vote on executive compensation, until the next stockholder vote on the frequency of such advisory vote. A stockholder vote on frequency is required to be held at least every six years.
Proposal 4 – Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023
The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. There were 46,221,515 votes, or approximately 98% of the total number of votes cast, for this proposal with 1,050,110 votes against it. There were 17,989 abstentions and no broker non-votes.