WesBanco (WSBC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 16, 2025, to elect directors, approve executive compensation, and ratify the external auditor appointment.

• Major acquisition of Premier Financial Corp. completed in February 2025, expanding the company’s footprint and resulting in new board members.

• Proxy materials include detailed information on voting procedures, board nominees, and executive compensation.

Voting matters and shareholder proposals

• Shareholders will vote to elect ten directors with staggered terms, approve a non-binding say-on-pay vote, and ratify Ernst & Young LLP as the independent auditor for 2025.

• Board recommends voting in favor of all proposals.

• Shareholders may submit proposals for the 2026 meeting by November 14, 2025.

Board of directors and corporate governance

• Board consists of 20 members, with 80% classified as independent under Nasdaq standards.

• Board diversity includes 25% women and minorities; annual self-assessment and director education are conducted.

• Committees include Audit, Compensation, Nominating, and Executive, all with independent chairs.

• Board separates CEO and Chairman roles and maintains robust risk oversight through dedicated committees.