Wesbanco Inc. files proxy materials

TL;DR

WESBANCO filed proxy docs, shareholder vote coming up.

AI Summary

Wesbanco Inc. filed a Definitive Proxy Statement (DEFA14A) on April 1, 2026. This filing is related to the solicitation of proxies from shareholders for an upcoming meeting. The company's mailing and business address is One Bank Plaza, Wheeling, WV 26003.

Why It Matters

This filing indicates that Wesbanco Inc. is actively engaging with its shareholders regarding corporate matters, which is a standard but important part of corporate governance.

Risk Assessment

Risk Level: low — This is a routine proxy filing, not indicating any unusual financial or operational risks.

Key Players & Entities

• WESBANCO INC (company) — Filer of the DEFA14A
• 0000203596 (company) — CIK number for Wesbanco Inc.
• ONE BANK PLZ WHEELING WV 26003 (company) — Mailing and Business Address for Wesbanco Inc.

FAQ

Filing Documents

• d147025ddefa14a.htm (DEFA14A) — 39KB
• 0001193125-26-136141.txt ( ) — 40KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 WESBANCO, 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 the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. WESBANCO, INC. One Bank Plaza Wheeling, West Virginia 26003 SUPPLEMENT TO THE PROXY STATEMENT For the Annual Meeting of Stockholders To be Held on April 15, 2026 This Supplement to the Proxy Statement (this "Supplement") relates to the definitive proxy statement of Wesbanco, Inc. ("Wesbanco" or the "Company") dated March 13, 2026 (the "Proxy Statement"), furnished to stockholders of the Company in connection with the solicitation of proxies by the Board of Directors of the Company (the "Board") for the Company's 2026 Annual Meeting of Stockholders and any adjournment or postponement thereof (the "Annual Meeting"). The Annual Meeting is to be held online via live webcast at https://meetnow.global/M4DSHXH on Wednesday, April 15, 2026, at 12:00 Noon E.D.T. All capitalized terms used in this Supplement and not otherwise defined herein have the meaning ascribed to them in the Proxy Statement. THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT. Why Stockholders Should Vote to Approve the Advisory (Non-Binding) Vote on Compensation Paid to Wesbanco's Named Executive Officers in 2025 This Supplement provides additional context regarding the Company's 2025 executive compensation program in light of the Company's transformational acquisition of Premier Financial Corp. ("Premier") in February 2025. The Board believes that the Company's executive compensation program: Remains closely aligned with stockholder interests and long-term value creation; Is appropriately calibrated to Wesbanco's significantly larger post-acquisition size and complexity; and Continues to reflect a strong pay for performance philosophy. Accordingly, the Board recommends that stockholders vote "FOR" the advisory (non-binding) resolution to approve compensation paid to the Company's named executive officers ("NEOs") in 2025, as disclosed in the Proxy Statement and this Supplement. Acquisition of Premier Financial Corp. The Company has recently undergone a significant transformation. On February 28, 2025, Wesbanco completed its acquisition of Premier, increasing its assets by approximately 50% and its revenues by approximately 41%. The combined company has since executed a large-scale integration, including the rebranding and operational conversion of the former Premier franchise, with a focus on loan growth funded by deposits, balance sheet strengthening, and efficiency improvements. Through the merger, Wesbanco has entered new geographic markets and provides a broader offering of banking and wealth management services. With the closing having taken place at the end of February 2025, the Company spent the significant majority of the year (10 months out of 12) operating at its new, much larger size and scale. In anticipation of and following this acquisition, the Board has taken a multi-year approach to compensation planning, including: Establishing a new peer group aligned with the Company's post-acquisition size and complexity; and Adjusting compensation opportunities for continuing executives to keep pace with competitive market levels for the new, larger organization. Post Acquisition Executive Compensation Program Corresponding to New, Larger Size Peer Group . Each year, the Compensation Committee of the Board (the "Committee") reassesses the group of peer companies used as a reference point for evaluating the Company's executive compensation. As previously disclosed, in connection with determining the compensation of the Company's CEO and other executive officers, in November 2024, the Committee conducted a review of our peer group to ensure its continued appropriateness, particularly in light of the then pending merger with Premier and the anticipated 50% increase in total assets (a key metric in the banking industry). The Committee gave careful consideration to the selection criteria, the range of values on such criteria and the companies included, ultimately determining that the companies listed in the Proxy Statement represented an appropriate and stable peer group for compensation decisions w

View Full Filing

View this DEFA14A filing on SEC EDGAR