UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 | ||||||