WESCO International (NYSE: WCC) refreshes board with new directors, planned retirements

Rhea-AI Filing Summary

WESCO International, Inc. announced planned changes to its Board of Directors. The Board elected Michael L. Carter and David C. Wajsgras as independent directors, effective January 1, 2026. They will receive the same compensation as WESCO’s other non-employee directors, as described in the April 10, 2025 proxy statement.

Bobby Griffin will retire from the Board when his term ends at the 2026 annual meeting of stockholders on May 28, 2026, in line with the company’s director retirement age policy. On December 5, 2025, Steven Raymund also notified the company that he will retire at the same 2026 annual meeting. The company states that neither retirement is due to any disagreement and notes these moves are part of its ongoing Board refreshment process.

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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 5, 2025

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)

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 Class

Trading Symbol(s)

Name of 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.

On December 5, 2025, the Board of Directors of WESCO International, Inc. (the “Company”) elected Michael L. Carter and David C. Wajsgras as Directors, effective January 1, 2026. The Board has determined that Messrs. Carter and Wajsgras are independent directors under New York Stock Exchange listing standards. Their compensation for service as non-employee Directors 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 10, 2025. Mr. Carter currently serves as the Executive Vice President and Chief Partner Officer of Truist Financial Corporation. He previously served as Head of Corporate and Investment Banking at Truist Securities. Mr. Wajsgras is the former Chief Executive Officer of Intelsat Holdings S.A. and currently serves as a director of Parsons Corporation and Martin Marietta Materials, Inc. A copy of the press release issued by the Company with additional information about Messrs. Carter and Wajsgras and announcing their elections to the Board of Directors is attached hereto as Exhibit 99.1 and incorporated by reference.

In accordance with the Director retirement age policy in the Company’s Corporate Governance Guidelines, Bobby Griffin will retire from the Board when his term expires at the Company’s 2026 annual meeting of stockholders on May 28, 2026. His retirement is not due to any disagreement with the Company. On December 5, 2025, Steven Raymund notified the Company of his retirement from the Board of Directors, effective upon the scheduled expiration of his term at the 2026 annual meeting of stockholders on May 28, 2026. His retirement is not due to any disagreement with the Company and is part of the Company’s long-standing commitment to ongoing Board refreshment following the process described under the heading “Board Refreshment and Tenure” in the Proxy Statement. Additional information regarding the retirements of Messrs. Griffin and Raymund is also included in the press release referenced above and attached hereto.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
99.1			Press Release of WESCO International, Inc. issued December 8, 2025.
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 8, 2025			By:			/s/ David S. Schulz
(Date)						David S. Schulz
						Executive Vice President and Chief Financial Officer

FAQ

What board changes did WESCO International (WCC) announce in this 8-K?

WESCO International reported that its Board elected Michael L. Carter and David C. Wajsgras as directors, effective January 1, 2026, and disclosed the planned retirements of directors Bobby Griffin and Steven Raymund at the 2026 annual meeting.

When do the new WESCO International (WCC) directors take office?

Michael L. Carter and David C. Wajsgras are scheduled to join the WESCO International Board as directors effective January 1, 2026.

Are the new WESCO International (WCC) directors considered independent?

Yes. The Board determined that Michael L. Carter and David C. Wajsgras qualify as independent directors under New York Stock Exchange listing standards.

Which WESCO International (WCC) directors are retiring and when?

Bobby Griffin will retire when his term expires at the 2026 annual meeting on May 28, 2026, in accordance with the director retirement age policy. Steven Raymund also notified WESCO on December 5, 2025 that he will retire at the same 2026 annual meeting.

Did WESCO International (WCC) report any disagreements related to the director retirements?

No. WESCO states that the retirements of Bobby Griffin and Steven Raymund are not due to any disagreement with the company and are part of its ongoing Board refreshment process.

How will the new WESCO International (WCC) directors be compensated?

The filing states that Michael L. Carter and David C. Wajsgras will receive compensation for service as non-employee directors consistent with the company’s other non-employee directors, as described under “Director Compensation” in WESCO’s definitive proxy statement filed on April 10, 2025.

Where can investors find more details on WESCO International’s (WCC) board changes?

Additional information about the elections of Michael L. Carter and David C. Wajsgras and the retirements of Bobby Griffin and Steven Raymund is provided in a press release attached as Exhibit 99.1 to the report.