Wesbanco Files 8-K on Officer Changes and Shareholder Votes

Ticker: WSBCO · Form: 8-K · Filed: Apr 18, 2024 · CIK: 203596

Sentiment: neutral

Topics: corporate-governance, officer-changes, shareholder-vote

Related Tickers: WSBC

TL;DR

Wesbanco 8-K: Officer changes, director elections, and shareholder votes are on the table.

AI Summary

Wesbanco, Inc. filed an 8-K on April 18, 2024, reporting events as of April 17, 2024. The filing covers the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements. It also includes the submission of matters to a vote of security holders and financial statements and exhibits.

Why It Matters

This filing provides crucial updates on Wesbanco's corporate governance and executive appointments, which can impact investor confidence and strategic direction.

Risk Assessment

Risk Level: low — The filing is routine corporate disclosure and does not indicate any immediate financial distress or significant negative events.

Key Players & Entities

FAQ

What specific officer positions were affected by the departures or appointments?

The filing indicates changes in 'certain officers' but does not specify the exact positions in the provided text.

Were there any specific matters submitted to a vote of security holders?

Yes, the filing explicitly states 'Submission of Matters to a Vote of Security Holders' as an item covered.

What types of financial statements or exhibits are included in this filing?

The filing mentions 'Financial Statements and Exhibits' but does not detail their specific content in the provided text.

What is Wesbanco, Inc.'s state of incorporation and fiscal year end?

Wesbanco, Inc. is incorporated in West Virginia (WV) and its fiscal year ends on December 31 (1231).

What is the principal executive office address and phone number for Wesbanco, Inc.?

The principal executive offices are located at 1 Bank Plaza, Wheeling, West Virginia, 26003, and the phone number is 3042349000.

Filing Stats: 941 words · 4 min read · ~3 pages · Grade level 11.1 · Accepted 2024-04-18 16:19:16

Key Financial Figures

Filing Documents

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders

- Election of Directors

Item 1 - Election of Directors The following directors were elected to the Board of Directors for a term of three years expiring at the Company's Annual Meeting of its Stockholders to be held in 202 7: For Withheld Non Votes James W. Cornelsen 41,784,150 1,805,245 7,198,290 Robert J. Fitzsimmons 42,936,578 650,613 7,198,290 D. Bruce Knox 39,760,518 3,828,387 7,198,290 Jeffrey H. Jackson 41,981,728 1,607,860 7,198,290 Item 2 - Approval of an Advisory (Non-Binding) Vote on the Corporation's Executive Compensation Paid to the Named Executive Officers The Company's stockholders also approved an advisory (non-binding) proposal on the Company's executive compensation paid to its named executive officers. The results of the vote were as follows: For Against Abstain Non Votes 35,542,957 7,622,120 424,511 7,198,290

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

Item 3 - Advisory (Non-Binding) Vote Ratifying the Appointment of Independent Registered Public Accounting Firm The Company's stockholders also approved an advisory (non-binding) proposal ratifying the appointment of Ernst & Young, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the vote were as follows: For Against Abstain Non Votes 48,998,650 1,502,252 286,977 -

- Approval of an Amendment and Restatement of the Incentive Bonus, Option and Restricted Stock Plan

Item 4 - Approval of an Amendment and Restatement of the Incentive Bonus, Option and Restricted Stock Plan The Company's stockholders also approved a proposal to amend and restate the Wesbanco, Inc. Incentive Bonus, Option and Restricted Stock Plan. The results of the vote were as follows: For Against Abstain Non Votes 40,725,614 2,162,690 701,284 7,198,290

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: 10.1 Wesbanco, Inc. Amended and Restated Incentive Bonus, Options and Restricted Stock 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 18, 2024 By: /s/ Daniel K. Weiss, Jr. Daniel K. Weiss, Jr. Executive Vice President and Chief Financial Officer

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