WesBanco (WSBC) Proxy filing summary

Executive summary

• Glass Lewis recommended voting against the 2025 Say-on-Pay proposal, citing pay-for-performance concerns based on its peer group analysis.

• The Board disagrees, arguing Glass Lewis used an outdated, smaller peer group that did not reflect the company's post-acquisition size.

• The Board urges shareholders to consider the context of the Premier Financial Corp. acquisition, which increased assets by 50% and revenues by 40%.

Voting matters and shareholder proposals

• Shareholders are asked to vote on the Say-on-Pay proposal for 2025 executive compensation.

• The Board recommends a "FOR" vote on Say-on-Pay, countering Glass Lewis's "AGAINST" recommendation.

Board of directors and corporate governance

• The Board and Compensation Committee adopted a new peer group for 2025, reflecting the company's increased size and regional footprint after the acquisition.

• More than half of the peer group was changed to include larger, more comparable institutions.