8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2023

WESBANCO, INC.

(Exact name of Registrant as Specified in Its Charter)

West Virginia	001-39442	55-0571723
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1 Bank Plaza
Wheeling, West Virginia		26003
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 304 234-9000

Former Name or Former Address, if Changed Since Last Report : Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $2.0833 Par Value	WSBC	Nasdaq Global Select Market
Depositary Shares (each representing 1/40th interest in a share of 6.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A)	WSBCP	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

On May 16, 2023, Todd F. Clossin, President and Chief Executive Officer of Wesbanco, Inc. (the “Company”), informed the Company of his intention to retire from employment with the Company effective August 1, 2023. In connection with Mr. Clossin’s retirement, the Company intends to appoint Jeffrey H. Jackson, the Company’s Senior Executive Vice President & Chief Operating Officer, to serve as the Company’s President and Chief Executive Officer effective as of August 1, 2023.

Mr. Jackson, age 50, has served as Senior Executive Vice President & Chief Operating Officer since joining the Company in August 2022. Prior to joining the Company, Mr. Jackson was employed by First Horizon Bank in various roles of increasing responsibility, most recently as Executive Vice President and Chief Operating Officer of regional banking in Memphis, Tennessee. For more information regarding Mr. Jackson’s background, please see Mr. Jackson’s biography set forth in the Company’s definitive Proxy Statement for its 2023 annual meeting of shareholders, filed with the Securities and Exchange Commission on March 15, 2023, which is incorporated herein by reference.

The Company expects to enter into amended compensatory arrangements with Mr. Jackson in connection with his appointment as President and Chief Executive Officer, the details of which have not been finalized as of the date of this filing.

Except as described herein, there are no arrangements or understandings between Mr. Jackson and any other person pursuant to which Mr. Jackson will be selected as President and Chief Executive Officer. Mr. Jackson has no family relationships with any other executive officer or director of the Company. Mr. Jackson has not been involved in any related person transactions with the Company that would require disclosure under Item 404(a) of SEC Regulation S-K.

Following his retirement, Mr. Clossin will continue as a Vice Chairman of the Board of Directors and will serve on its Executive Committee.

Item 8.01 Other Events.

On May 16, 2023, the Company issued a press release announcing the retirement of Mr. Clossin and the related intention to appoint Mr. Jackson as the Company’s President and Chief Executive Officer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

99.1 – Press release dated May 16, 2023.

104 – Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 thereunto duly authorized.

			Wesbanco, Inc. (registrant)
Date:	May 16, 2023	By:	/s/ Daniel K. Weiss, Jr.
			Daniel K. Weiss, Jr. Executive Vice President and Chief Financial Officer

EX-99.1

 

PRESS RELEASE

For Immediate Release

Wesbanco Announces Planned CEO Succession Date

Timeline reflects strong progress in transitioning successor to role

WHEELING, W.Va., (May 16, 2023) — Wesbanco, Inc. (Nasdaq: WSBC), a diversified, multi-state bank holding company, announced today that Chief Executive Officer Todd F. Clossin will be retiring as President and CEO, effective August 1, 2023. As planned, Senior Executive Vice President and Chief Operating Officer Jeffrey H. Jackson will succeed him as President and CEO. Previously, Mr. Clossin had announced an anticipated retirement date of January 1, 2024. The August 1 transition date reflects Mr. Jackson’s timely and successful acclimation to the business and aligns with his first anniversary with the company.

“The executive management team and I have worked closely with Jeff in every aspect of the business for nearly a year, and he is well-prepared to take the helm. With him and the company in a strong position, I have decided the time is right to retire,” said Mr. Clossin. “It has been a privilege and an honor to lead this organization for the past ten years, and I am confident that Wesbanco will continue to thrive under Jeff’s leadership.”

“I am honored to lead Wesbanco, and I look forward to succeeding Todd in August and building on the impressive foundation he has established,” said Mr. Jackson. “Since joining the organization nearly a year ago, it has been clear that Wesbanco has a talented and experienced leadership team and a strong, customer-focused culture. I am excited to work with the entire team in the CEO role to drive Wesbanco’s continued success for our customers, shareholders and employees.”

Mr. Jackson joined Wesbanco in August 2022 after a successful career with First Horizon Bank. In the three quarters since his hiring, Wesbanco has delivered solid financial performance as demonstrated by loan growth, maintained key credit quality metrics at low levels favorable to peer bank averages and remained well-capitalized with solid liquidity and a strong balance sheet. Mr. Jackson’s contributions include new capabilities and strategies around fee-based services that are intended to strengthen Wesbanco’s diversified earnings streams for continued success.

During his 14 years with First Horizon, Mr. Jackson held roles of increasing responsibility, most recently as Executive Vice President and Chief Operating Officer of regional banking in Memphis, Tennessee. Before that, he was Regional President for Florida; and Market President for Southeast Tennessee and Atlanta. Prior to his banking career, he spent 15 years with IBM in various positions. Mr. Jackson is a graduate of Auburn University and received a certificate of Corporate Strategy from Columbia University. He and his family reside in Wheeling.

Mr. Clossin, who became CEO of Wesbanco in 2014, will continue as a Vice Chairman of the Board of Directors and will serve on its Executive Committee in his retirement. Under his leadership, Wesbanco has transformed into a regional financial services institution and has nearly tripled in total assets through organic growth and five significant acquisitions. In addition, Mr. Clossin has overseen the strategic expansion of Wesbanco’s operations from three states to six and the establishment of loan production offices in two more. Wesbanco has earned numerous national accolades for financial performance, credit quality, community development, employer of choice and customer satisfaction during his tenure. Most recently, Wesbanco earned its eighth outstanding FDIC Community Reinvestment Act rating for its work meeting the credit needs of the communities in which it operates, including low- and moderate-income neighborhoods.

About Wesbanco, Inc.

Founded in 1870, Wesbanco, Inc. is a diversified and balanced financial services company that delivers large bank capabilities with a community bank feel. Our distinct long-term growth strategies are built upon unique sustainable advantages permitting us to span six states with meaningful market share. Built upon our ‘Better Banking Pledge’, our customer-centric service culture is focused on growing long-term relationships by pledging to serve all personal and business customer needs efficiently and effectively. Furthermore, our strong financial performance and employee focus has earned us recognition by Forbes as both one of America’s Best Banks and Best Midsize Employers. In addition to a full range of online and mobile banking options and a full-suite of commercial products and services, Wesbanco provides trust, wealth management, securities brokerage, and private banking services through our century-old Trust and Investment Services department, with approximately $5 billion of assets under management (as of March 31, 2023). Wesbanco's banking subsidiary, Wesbanco Bank, Inc., operates 194 financial centers in the states of Indiana, Kentucky, Maryland, Ohio, Pennsylvania, and West Virginia. Additionally, Wesbanco operates an insurance

agency, Wesbanco Insurance Services, Inc., and a full service broker/dealer, Wesbanco Securities, Inc. Learn more at www.wesbanco.com. Follow @Wesbanco on Facebook, LinkedIn and Twitter.

Wesbanco Company Contact:

Alisha Hipwell

Senior Vice President, Corporate Communications

Alisha.Hipwell@wesbanco.com

304-234-9230

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XML

Document And Entity Information	May 16, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 16, 2023
Entity Registrant Name	WESBANCO, INC.
Entity Central Index Key	0000203596
Entity Emerging Growth Company	false
Securities Act File Number	001-39442
Entity Incorporation, State or Country Code	WV
Entity Tax Identification Number	55-0571723
Entity Address, Address Line One	1 Bank Plaza
Entity Address, City or Town	Wheeling
Entity Address, State or Province	WV
Entity Address, Postal Zip Code	26003
City Area Code	304
Local Phone Number	234-9000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock $2.0833 Par Value
Trading Symbol	WSBC
Security Exchange Name	NASDAQ
Depositary Shares [Member]
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares (each representing 1/40th interest in a share of 6.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A)
Trading Symbol	WSBCP
Security Exchange Name	NASDAQ