WESCO INTERNATIONAL INC
For the period ended May 22, 2025. Filed Apr 10, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2025 · Filed Apr 10, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of
(Amendment No.)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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WESCO INTERNATIONAL, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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2025 PROXY STATEMENT
and Notice of Annual Meeting of Stockholders
Notice of 2025 Annual Meeting of Stockholders
| When: | Thursday, May 22, 2025 at 2:00 p.m., E.D.T. |
| Where: | This year’s Annual Meeting of Stockholders will be conducted exclusively as a virtual meeting via live audio webcast. You are invited to attend the Annual Meeting by visiting https://www.virtualshareholdermeeting.com/WCC2025, where you will be able to listen to the meeting live, submit questions and vote online. To join the meeting, you will need the 16-digit control number received with your Notice Regarding the Availability of Proxy Materials. When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at 1:45 p.m., E.D.T., on Thursday, May 22, 2025. |
| Record Date: | March 27, 2025 |
Dear Fellow Stockholders:
I am pleased to invite you to attend our 2025 Annual Meeting of Stockholders. It will be held via live audio webcast on May 22, 2025. Details regarding the items of business to be conducted at the Annual Meeting are described in the accompanying Proxy Statement:
| 1. | Elect ten Directors for a one-year term expiring in 2026. |
| 2. | Approve, on an advisory basis, the compensation of the Company’s named executive officers. |
| 3. | Approve amendments to the Company’s Restated Certificate of Incorporation to provide stockholders with the right to request a special meeting of stockholders. |
| 4. | Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025. |
| 5. | Vote on shareholder proposal to give shareholders the ability to call for a special shareholder meeting. |
| 6. | Transact any other business properly brought before the Annual Meeting. |
| Voting can be completed in one of four ways: | |||
|---|---|---|---|
| returning the proxy cardby mail | refer to the phone numberon your voting card | online atwww.proxyvote.com | online during the open pollsection of the meeting |
We are sending a Notice Regarding the Availability of Proxy Materials to you on or about April 10, 2025. Stockholders of record at the close of business on March 27, 2025 will be entitled to vote at our Annual Meeting or any adjournments or postponements of the meeting. You have a choice of voting online during the open poll section of the meeting, over the internet, by telephone, or by requesting a paper copy of the proxy materials and a proxy card and then executing and returning the proxy card. In order to assure a quorum, please vote over the internet or by telephone, or request a paper copy of a proxy card and then complete, sign, date and return the proxy card in the postage-paid envelope provided, whether or not you plan to attend the meeting.
Thank you for your ongoing support of Wesco.
By order of the Board of Directors,
John J. Engel
Chairman, President and Chief Executive Officer
Table of Contents
| Questions and Answers | 1 |
|---|---|
| Proposal 1 – Vote for Election of Directors | 5 |
| Board of Directors | 5 |
| Corporate Governance | 13 |
| Board and Committee Meetings | 23 |
| Director Compensation | 25 |
| Table – Director Compensation | 26 |
| Table – Director Outstanding Equity Awards at Year-End | 26 |
| Security Ownership | 27 |
| Transactions With Related Persons | 29 |
| Executive Officers | 30 |
| Proposal 2 – Approve, on an Advisory Basis, the Compensation of the Company’s Named Executive Officers | 32 |
| Compensation Discussion and Analysis | 33 |
| Compensation Committee Report | 49 |
| Compensation Tables | 50 |
| Table – Summary Compensation Table | 50 |
| Table – All Other Compensation | 51 |
| Table – Grants of Plan-Based Awards | 52 |
| Table – Outstanding Equity Awards at Year-End | 53 |
| Table – Option Exercises and Stock Vested | 54 |
| Table – Nonqualified Deferred Compensation | 55 |
| Table – Potential Payments Upon Termination: Engel | 56 |
| Table – Potential Payments Upon Termination: Schulz, Geary, Squires and Khurana | 57 |
| Pay Ratio | 60 |
| Pay vs. Performance | 61 |
| Proposal 3 – Approve Amendments to the Company’s Restated Certificate of Incorporation to ProvideStockholders with the Right to Request a Special Meeting of Stockholders | 65 |
| Proposal 4 – Ratify the Appointment of Independent Registered Public Accounting Firm | 67 |
| Proposal 5 – Shareholder Proposal to Give Shareholders the Ability to Call for a Special Shareholder Meeting | 70 |
| Wesco 2025 Proxy Statement | Questions and Answers | 1 |
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 22, 2025
The 2025 Proxy Statement and 2024 Annual Report of WESCO International, Inc. (“Wesco” or the “Company”) are available to review at: www.proxydocs.com/wcc. A copy of our Annual Report on Form 10-K is available upon request, at no cost. Any request should be directed to our Corporate Secretary at the Company’s headquarters office located at 225 West Station Square Drive, Suite 700, Pittsburgh, Pennsylvania 15219-1122.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.