Strong shareholder backing at WESCO (NYSE: WCC) annual meeting and Schulz consulting deal

Rhea-AI Filing Summary

WESCO International, Inc. reported governance updates and shareholder voting results. Former CFO David S. Schulz, who retired effective May 31, 2026, entered a Consulting Agreement effective June 1, 2026, under which he will serve as a non-employee consultant through December 31, 2026 for an hourly fee, and his outstanding equity awards will continue to vest under their existing terms.

At the May 28, 2026 Annual Meeting, stockholders elected ten director nominees for one-year terms. Stockholders approved, on an advisory non-binding basis, the compensation of named executive officers, with votes for representing over 96% of votes cast, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Consulting term: June 1, 2026 to December 31, 2026 Say-on-pay votes for: 41,680,098 votes Say-on-pay votes against: 1,533,873 votes +3 more

6 metrics

Consulting term June 1, 2026 to December 31, 2026 Duration of David S. Schulz Consulting Agreement

Say-on-pay votes for 41,680,098 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 1,533,873 votes Advisory approval of named executive officer compensation

PwC ratification votes for 43,770,836 votes Ratification of PricewaterhouseCoopers LLP for year ending December 31, 2026

PwC ratification votes against 2,652,699 votes Ratification of PricewaterhouseCoopers LLP for year ending December 31, 2026

Number of director nominees 10 nominees Directors elected at May 28, 2026 Annual Meeting

Key Terms

Consulting Agreement, non-competition, broker non-votes, advisory (non-binding) basis, +1 more

5 terms

Consulting Agreement financial

"the Company and Mr. Schulz entered into a consulting services agreement (the “Consulting Agreement”)"

non-competition financial

"Mr. Schulz will continue to be subject to customary non-competition, non-solicitation, non-disparagement and confidentiality covenants."

A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.

broker non-votes financial

"Nominee | For | Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory (non-binding) basis financial

"the stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers."

independent registered public accounting firm financial

"PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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Understanding 8-K Material Events →

WESCO INTERNATIONAL INC false 0000929008 0000929008 2026-05-28 2026-05-28

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): May 28, 2026

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
Pittsburgh, Pennsylvania		15219
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 412 454-2200

Not applicable.

(Former Name or Former Address, if Changed Since Last Report)

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, Par Value $.01 per share		WCC		New York Stock Exchange

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.

As previously reported in the Current Reports on Form 8-K filed by WESCO International, Inc. (the “Company”) on February 10, 2026 and February 17, 2026, David S. Schulz served as the Company’s Executive Vice President and Chief Financial Officer through February 16, 2026, and continued as Executive Vice President and special advisor to the CEO until his retirement from the Company effective May 31, 2026.

Effective June 1, 2026, the Company and Mr. Schulz entered into a consulting services agreement (the “Consulting Agreement”), pursuant to which Mr. Schulz will provide consulting services as a non-employee consultant to the Company until December 31, 2026, unless extended by mutual agreement of the parties. Under the Consulting Agreement, Mr. Schulz will receive an hourly fee for his consulting services and his outstanding equity awards will continue to vest in accordance with their terms until the term of the Consulting Agreement ends. Mr. Schulz will continue to be subject to customary non-competition, non-solicitation, non-disparagement and confidentiality covenants.

The foregoing description of the terms of the Consulting Agreement is not complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 28, 2026, 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 Ten Director Nominees

Nominee		For		Withheld		Broker Non-Votes
John J. Engel		42,008,578		1,229,636		3,203,117
Glynis A. Bryan		41,780,871		1,457,343		3,203,117
Michael L. Carter		43,195,253		42,961		3,203,117
Anne M. Cooney		42,480,663		757,551		3,203,117
Matthew J. Espe		42,926,380		311,834		3,203,117
Sundaram Nagarajan		42,609,594		628,620		3,203,117
James L. Singleton		41,289,143		1,949,071		3,203,117
Easwaran Sundaram		42,543,748		694,466		3,203,117
Laura K. Thompson		43,035,130		203,084		3,203,117
David C. Wajsgras		43,106,839		131,375		3,203,117

Based on the votes set forth above, each director nominee was duly elected to serve for a one-year term expiring at the Annual Meeting of Stockholders to be held in 2027 or until their successors are otherwise duly elected and qualified.

Proposal 2 – Advisory Approval of the Compensation of the Company’s Named Executive Officers

For		Against		Abstain		Broker Non-Votes
41,680,098		1,533,873		24,243		3,203,117

Based on the votes set forth above, with votes “for” representing over 96% of the votes cast, the stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers.

Proposal 3 – Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026

For		Against		Abstain
43,770,836		2,652,699		17,796

Based on the votes set forth above, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. There were no broker non-votes on this proposal.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Consulting Services Agreement, dated June 1, 2026, between WESCO International, Inc. and David Schulz
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)
June 1, 2026				By:		/s/ Indraneel Dev
(Date)						Indraneel Dev
						Executive Vice President and Chief Financial Officer

FAQ

What consulting role will former WESCO (WCC) CFO David S. Schulz have?

David S. Schulz will serve as a non-employee consultant to WESCO from June 1, 2026 through December 31, 2026. He will be paid an hourly fee, and his outstanding equity awards will continue to vest according to their existing terms during the consulting period.

How did WESCO (WCC) stockholders vote on director elections in 2026?

At the May 28, 2026 Annual Meeting, WESCO stockholders elected ten director nominees to one-year terms. Each nominee, including John J. Engel and nine others, received a majority of votes cast, with additional broker non-votes recorded but not affecting the election outcomes.

Did WESCO (WCC) stockholders approve executive compensation in 2026?

Yes. Stockholders approved the compensation of WESCO’s named executive officers on an advisory, non-binding basis. The proposal received 41,680,098 votes for, 1,533,873 against, 24,243 abstentions, and 3,203,117 broker non-votes, with support representing over 96% of the votes cast on the matter.

Which audit firm did WESCO (WCC) stockholders ratify for 2026?

Stockholders ratified the appointment of PricewaterhouseCoopers LLP as WESCO’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 43,770,836 votes for, 2,652,699 against, and 17,796 abstentions, with no broker non-votes recorded on this proposal.

What restrictions continue to apply to former WESCO (WCC) CFO Schulz?

Under the Consulting Agreement, David S. Schulz remains subject to customary non-competition, non-solicitation, non-disparagement, and confidentiality covenants. These obligations apply while he provides consulting services and help govern his post-retirement relationship and activities in connection with WESCO’s business.

When did WESCO (WCC) hold its 2026 Annual Meeting of Stockholders?

WESCO held its 2026 Annual Meeting of Stockholders on May 28, 2026. A quorum was present, and stockholders voted on the election of ten director nominees, an advisory vote on executive compensation, and ratification of the independent registered public accounting firm for the 2026 fiscal year.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 11.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB