UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation) |
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(IRS Employer Identification No.) |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code:
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 (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Name of each exchange on which registered |
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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 5.07 Submission of Matters to a Vote of Security Holders.
Item 1 - Election of Directors
On April 22, 2020, WesBanco’s Annual Meeting of its Stockholders was held. The following directors were elected to the Board of Directors for a term of three years expiring at the Annual Stockholders' Meeting in 2023:
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For |
Withheld |
Non Votes |
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Todd F. Clossin |
48,074,791 |
1,419,598 |
9,041,558 |
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Michael J. Crawford |
48,673,181 |
809,474 |
9,041,558 |
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Abigail M. Feinknopf |
48,066,777 |
1,424,517 |
9,041,558 |
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Jay T. McCamic |
47,499,419 |
1,994,971 |
9,041,558 |
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F. Eric Nelson, Jr. |
48,046,209 |
1,446,732 |
9,041,558 |
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Denise Knouse-Snyder |
46,180,236 |
3,302,330 |
9,041,558 |
The following director was elected to the Board of Directors for a term of two years expiring at the Annual Stockholders’ Meeting in 2022:
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For |
Withheld |
Non Votes |
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Gregory S. Proctor, Jr. |
48,007,641 |
1,486,749 |
9,041,558 |
The following director was elected to the Board of Directors for a term of one year expiring at the Annual Stockholders’ Meeting in 2021:
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For |
Withheld |
Non Votes |
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James W. Cornelsen |
46,986,195 |
2,508,195 |
9,041,558 |
Item 2 - Approval of an Advisory (Non-Binding) Vote on the Corporation’s Executive Compensation Paid to the Named Executive Officers
WesBanco's stockholders also approved an advisory (non-binding) proposal on WesBanco, Inc.'s executive compensation paid to WesBanco's named executive officers. The results of the vote were as follows:
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For |
Against |
Abstain |
Non Votes |
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Advisory vote to approve WesBanco, Inc.’s executive compensation |
46,344,102 |
2,596,271 |
554,016 |
9,041,558 |
Item 3 - Advisory (Non-Binding) Vote Ratifying the Appointment of Independent Registered Public Accounting Firm
WesBanco's stockholders also approved an advisory (non-binding) proposal ratifying the appointment of Ernst & Young, LLP as WesBanco's independent registered public accounting firm for the fiscal year ending December 31, 2020. The results of the vote were as follows:
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For |
Against |
Abstain |
Non Votes |
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Advisory vote to ratify appointment of independent registered public accounting firm |
57,268,642 |
1,102,022 |
165,284 |
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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 hereunto duly authorized.
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WesBanco, Inc. |
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(Registrant) |
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Date: April 22, 2020 |
/s/ Robert H. Young |
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Robert H. Young |
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Senior Executive Vice President and |
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Chief Financial Officer |
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