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 31, 2022

WESCO International, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-14989	25-1723342
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
225 West Station Square Drive Suite 700			15219
Pittsburgh,	Pennsylvania		(Zip Code)
(Address of principal executive offices)

(412) 454-2200

(Registrant's telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Class	Trading Symbol(s)	Name of Exchange on which registered
Common Stock, par value $.01 per share	WCC	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of Series A Fixed-Rate Reset Cumulative Perpetual Preferred Stock	WCC PR A	New York Stock Exchange

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))

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 8.01    Other Events.

On May 31, 2022, the Board of Directors of WESCO International, Inc. (the “Company”) approved the repurchase of up to $1 billion of the Company’s common stock and Series A Fixed-Rate Reset Cumulative Perpetual Preferred Stock on the open market or otherwise. The number, price, structure and timing of the repurchases, if any, will be at the Company’s sole discretion, and future repurchases will be evaluated by the Company depending on market conditions, liquidity and other factors. The repurchase program has no expiration date and may be modified, suspended, or terminated at any time without prior notice.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of WESCO International, Inc. issued June 1, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

WESCO International, Inc.

(Registrant)

June 1, 2022	By:	/s/ David S. Schulz
(Date)		David S. Schulz
		Executive Vice President and Chief Financial Officer

EX-99.1

	NEWS RELEASE
	Wesco International / 225 West Station Square Drive, Suite 700 / Pittsburgh, PA 15219

Wesco Announces New $1 Billion Share Repurchase Authorization

PITTSBURGH, June 1, 2022/Business Wire/ -- Wesco International (NYSE: WCC) today announced that its board of directors approved a new $1 billion share repurchase program. The Company expects to repurchase common and preferred shares from time to time subject to the company’s repurchase program limit, its capital plan, market conditions and other factors, including regulatory restrictions and required approvals, if any.

John Engel, Wesco's Chairman, President and CEO, said, "The new share repurchase authorization of up to $1 billion demonstrates continued confidence in our long-term growth outlook and our ability to consistently generate strong free cash flow.  Following our transformational combination with Anixter in June of 2020, we have deployed cash to support the growth of our business and the integration of Anixter while rapidly deleveraging our balance sheet.  Now that we expect to be within our target leverage range during the second quarter, we are adding another important tool to opportunistically drive further shareholder value."

The Company may utilize various methods to effect repurchases of its shares under the repurchase program, which could include open market repurchases, negotiated block transactions, accelerated share repurchases or open market solicitations for shares, some of which may be effected through Rule 10b5-1 plans. The share repurchase program does not obligate Wesco to acquire a specific dollar amount or number of shares and may be extended, modified, or discontinued at any time.

About Wesco International

Wesco International (NYSE: WCC) builds, connects, powers and protects the world. Headquartered in Pittsburgh, Pennsylvania, Wesco is a FORTUNE 500® company with more than $18 billion in annual sales and a leading provider of business-to-business distribution, logistics services and supply chain solutions. Wesco offers a best-in-class product and services portfolio of Electrical and Electronic Solutions, Communications and Security Solutions, and Utility and Broadband Solutions. The Company employs approximately 18,000 people, partners with the industry’s premier suppliers, and serves thousands of customers around the world, including more than 90% of FORTUNE 100® companies. With nearly 1,500,000 products, end-to-end supply chain services, and leading digital capabilities, Wesco provides innovative solutions to meet customer needs across commercial and industrial businesses, contractors, government agencies, institutions, telecommunications providers, and utilities. Wesco operates approximately 800 branches, warehouses and sales offices in more than 50 countries, providing a local presence for customers and a global network to serve multi-location businesses and multi-national corporations.

Contact Information
Investor Relations	Corporate Communications
Will Ruthrauff Director, Investor Relations 484-885-5648	Jennifer Sniderman Sr. Director, Corporate Communications 717-579-6603

XML

Cover Page	May 31, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 31, 2022
Entity Registrant Name	WESCO International, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-14989
Entity Tax Identification Number	25-1723342
Entity Address, Address Line One	225 West Station Square DriveSuite 700
Entity Address, Postal Zip Code	15219
Entity Address, City or Town	Pittsburgh,
Entity Address, State or Province	PA
City Area Code	412
Local Phone Number	454-2200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000929008
Amendment Flag	false
Document Information [Line Items]
Document Period End Date	May 31, 2022
Document Type	8-K
Common Class A [Member]
Cover [Abstract]
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	WCC
Security Exchange Name	NYSE
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	WCC
Security Exchange Name	NYSE
Series A Preferred Stock [Member]
Cover [Abstract]
Title of 12(b) Security	Depositary Shares, each representing a 1/1,000th interest in a share of Series A Fixed-Rate Reset Cumulative Perpetual Preferred Stock
Trading Symbol	WCC PR A
Security Exchange Name	NYSE
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/1,000th interest in a share of Series A Fixed-Rate Reset Cumulative Perpetual Preferred Stock
Trading Symbol	WCC PR A
Security Exchange Name	NYSE