WesBanco (NASDAQ: WSBC) holders approve directors, pay and 2026 equity plan

Rhea-AI Filing Summary

WesBanco, Inc. reported the results of its annual shareholder meeting, where investors elected directors, approved executive pay on an advisory basis, ratified the auditor, and adopted the 2026 Equity Incentive Plan. Multiple board nominees received over 69 million votes in favor, with similar non-vote totals across items, indicating broad but not unanimous support.

Shareholders approved the advisory 2025 executive compensation proposal with 45.7 million votes in favor versus 25.0 million against. They also ratified Deloitte & Touche LLP as independent auditor with 81.7 million votes for. The 2026 Equity Incentive Plan passed with 68.0 million votes for and 2.8 million against, establishing a new stock-based compensation framework.

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

Say-on-pay votes for 2025 compensation: 45,662,797 votes Say-on-pay votes against 2025 compensation: 25,001,728 votes Auditor ratification votes for: 81,673,016 votes +4 more

7 metrics

Say-on-pay votes for 2025 compensation 45,662,797 votes Advisory vote on 2025 named executive officer pay

Say-on-pay votes against 2025 compensation 25,001,728 votes Advisory vote on 2025 named executive officer pay

Auditor ratification votes for 81,673,016 votes Ratification of Deloitte & Touche LLP for fiscal year ending December 31, 2026

Equity Plan approval votes for 67,950,030 votes Approval of WesBanco, Inc. 2026 Equity Incentive Plan

Equity Plan approval votes against 2,756,961 votes Approval of WesBanco, Inc. 2026 Equity Incentive Plan

Votes for director Louis M. Altman 69,877,848 votes Election to board for term expiring at 2029 annual meeting

Votes for director Joseph R. Robinson 69,920,018 votes Election to board for term expiring at 2027 annual meeting

Key Terms

Equity Incentive Plan, advisory (non-binding) vote, independent registered public accounting firm, emerging growth company, +1 more

5 terms

Equity Incentive Plan financial

"the Wesbanco, Inc. 2026 Equity Incentive Plan (the “Plan”)"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

advisory (non-binding) vote financial

"approved an advisory (non-binding) proposal on the compensation"

independent registered public accounting firm financial

"appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm"

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.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Nasdaq Global Select Market market

"WSBCO | | Nasdaq Global Select Market"

A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.

Understanding 8-K Material Events →

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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): April 15, 2026

WESBANCO, INC.

(Exact name of Registrant as Specified in Its Charter)

West Virginia			001-39442	55-0571723
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
1 Bank Plaza
Wheeling, West Virginia				26003
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 304 234-9000

Former Name or Former Address, if Changed Since Last Report: Not Applicable

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 $2.0833 Par Value		WSBC		Nasdaq Global Select Market
Depositary Shares (each representing 1/40th interest in a share of 7.375% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B)		WSBCO		Nasdaq Global Select Market

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.

Wesbanco, Inc. (the “Company”) held its Annual Meeting of its Shareholders on April 15, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the Wesbanco, Inc. 2026 Equity Incentive Plan (the “Plan”).
 

A summary of the Plan was included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 13, 2026 (the “Proxy Statement”). The summary of the Plan contained in the Proxy Statement is incorporated herein by reference. The summary of the Plan contained in the Proxy Statement is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

Item 1 - Election of Directors

The following nominees were elected to the Company's Board of Directors for a term of three years expiring at the Company’s Annual Meeting of its Shareholders to be held in 2029:

	For	Withheld	Non Votes
Louis M. Altman	69,877,848	1,707,033	11,506,105
John L. Bookmyer	69,835,709	1,749,209	11,506,105
Todd F. Clossin	69,576,959	2,007,923	11,506,105
Denise Knouse-Snyder	67,583,955	4,000,926	11,506,105
F. Eric Nelson, Jr.	65,375,591	6,209,372	11,506,105

The following nominee was elected to the Company's Board of Directors for a term of one year expiring at the Company’s Annual Meeting of its Shareholders to be held in 2027:

	For	Withheld	Non Votes
Joseph R. Robinson	69,920,018	1,664,945	11,506,105

Item 2 - Approval of an Advisory (Non-Binding) Vote on Compensation Paid to the Company's Named Executive Officers in 2025

The Company’s shareholders approved an advisory (non-binding) proposal on the compensation paid to the Company's named executive officers in 2025. The results of the vote were as follows:

For	Against	Abstain	Non Votes
45,662,797	25,001,728	920,438	11,506,105

Item 3 - Approval of an Advisory (Non-Binding) Vote Ratifying the Appointment of Independent Registered Public Accounting Firm

The Company's shareholders approved an advisory (non-binding) proposal ratifying the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote were as follows:

For	Against	Abstain	Non Votes
81,673,016	1,086,711	331,341	-

Item 4 - Approval of the Wesbanco, Inc. 2026 Equity Incentive Plan

The Company's shareholders approved a proposal approving the Plan. The results of the vote were as follows:

For	Against	Abstain	Non Votes
67,950,030	2,756,961	877,942	11,506,105

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits:
 

10.1 Wesbanco, Inc. 2026 Stock Incentive Plan.
 

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 thereunto duly authorized.

			Wesbanco, Inc. (registrant)
Date:	April 16, 2026		/s/ Daniel K. Weiss, Jr.
			Daniel K. Weiss, Jr. Senior Executive Vice President and Chief Financial Officer

FAQ

What did WesBanco (WSBC) shareholders approve at the 2026 annual meeting?

Shareholders approved the 2026 Equity Incentive Plan, ratified Deloitte & Touche LLP as auditor, and passed the advisory vote on 2025 executive compensation. They also elected all nominated directors to terms ending in 2027 and 2029, based on disclosed vote tallies.

How did WesBanco (WSBC) shareholders vote on the 2026 Equity Incentive Plan?

Shareholders approved the WesBanco, Inc. 2026 Equity Incentive Plan with 67,950,030 votes for, 2,756,961 against, and 877,942 abstentions. There were 11,506,105 non-votes, indicating solid support for continuing stock-based incentive compensation for executives and other eligible participants.

What were the results of WesBanco (WSBC) say-on-pay vote for 2025 compensation?

The advisory vote on 2025 compensation for WesBanco’s named executive officers passed with 45,662,797 votes for and 25,001,728 against. There were 920,438 abstentions and 11,506,105 non-votes, showing a clear, though not unanimous, majority in favor of the company’s pay practices.

Which auditor did WesBanco (WSBC) shareholders ratify for fiscal 2026?

Shareholders ratified Deloitte & Touche LLP as WesBanco’s independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 81,673,016 for, 1,086,711 against, and 331,341 abstentions, with no non-votes reported on this proposal.

Which WesBanco (WSBC) directors were elected and for how long?

Shareholders elected Louis M. Altman, John L. Bookmyer, Todd F. Clossin, Denise Knouse-Snyder, and F. Eric Nelson, Jr. to three-year terms expiring at the 2029 annual meeting. Joseph R. Robinson was elected to a one-year term expiring at the 2027 annual meeting.

What is the WesBanco (WSBC) 2026 Equity Incentive Plan mentioned in the filing?

The 2026 Equity Incentive Plan is a stock-based compensation program approved by shareholders to grant equity awards. Its detailed terms are described in WesBanco’s March 13, 2026 proxy statement and in the full plan text filed as Exhibit 10.1 to this report.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 179.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 42.2 KB