WESCO International (WCC) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 28, 2026, with shareholders able to vote online, by phone, mail, or during the meeting.

• Shareholders will vote on electing ten directors, approving executive compensation (say-on-pay), and ratifying the appointment of PricewaterhouseCoopers LLP as auditor.

• The board is composed of 90% independent directors post-meeting, with ongoing refreshment and diversity initiatives.

• The company emphasizes strong corporate governance, robust codes of conduct, and regular board and committee evaluations.

Voting matters and shareholder proposals

• Proposals include electing ten directors for one-year terms, an advisory vote on executive compensation, and ratification of PwC as auditor.

• Shareholders may submit proposals for the 2027 meeting by December 18, 2026.

• The board recommends voting in favor of all proposals.

Board of directors and corporate governance

• The board will have ten members after two retirements, with a mix of tenures and backgrounds.

• 90% of directors are independent, and all committees are chaired by independent directors.

• The board uses a skills matrix to ensure expertise in strategy, operations, finance, risk, sustainability, and technology.

• Annual board and committee self-evaluations are conducted with independent facilitation.

• The board leadership structure combines the roles of Chairman and CEO, with a Lead Director providing independent oversight.