WesBanco (WSBC) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 15, 2026, with shareholders voting on director elections, executive compensation, auditor ratification, and a new equity incentive plan.

• The company completed the acquisition of Premier Financial Corp. in 2025, significantly increasing assets and expanding its footprint.

• Shareholders of record as of February 27, 2026, are entitled to vote, with detailed instructions for both record and beneficial owners.

Voting matters and shareholder proposals

• Six directors are up for election: five for three-year terms, one for a one-year term.

• Advisory votes will be held on 2025 executive compensation and the ratification of Deloitte & Touche LLP as the new independent auditor for 2026.

• Shareholders will vote on the approval of the 2026 Equity Incentive Plan.

• The board recommends voting in favor of all proposals.

Board of directors and corporate governance

• The board will be reduced from 19 to 15 members following retirements and policy changes.

• 80% of the board will be independent if all nominees are elected; diversity on the board will increase to 27%.

• The board conducts annual self-assessments and maintains a Code of Business Conduct and Ethics.

• Committees include Audit, Compensation, and Nominating, all composed of independent directors.