Wesco International Inc

1. 1

   Elect ten Directors for a one-year term expiring in 2027

   ManagementBoard: FOR

   Elect ten director nominees — John J. Engel, Glynis A. Bryan, Michael L. Carter, Anne M. Cooney, Matthew J. Espe, Sundaram Nagarajan, James L. Singleton, Easwaran Sundaram, Laura K. Thompson and David C. Wajsgras — each to serve a one-year term expiring at the 2027 Annual Meeting.

2. 2

   Approve, on an Advisory Basis, the Compensation of the Company’s Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).

   More detail

   This management proposal requests a non-binding, advisory approval of the Company’s named executive officer compensation as disclosed in the proxy statement, i.e., a ‘say-on-pay’ vote. Management seeks shareholder endorsement to validate its compensation design, which the Compensation Committee says is pay-for-performance and comprised of base salary, a short-term cash incentive (STIP) linked to EBITDA, free cash flow and a strategic objective, and long-term incentives (LTIP) made up of performance shares (EPS growth and RONA growth with a relative TSR modifier), stock options, and RSUs. The Board frames the vote as an important mechanism for stockholder feedback — although non-binding, the Board and Compensation Committee will review and consider the results in future compensation decisions. The proxy highlights recent performance metrics (record sales, TSR, EPS growth in 2025) and a 91% shareholder approval in 2025, which management uses to argue alignment between pay and performance. Critics might focus on CEO pay quantum, change-in-control and severance provisions, and the potential for equity-heavy pay to reward short-term stock moves; management counters with robust governance features including independent committee oversight, engagement with stockholders, clawback policies, stock ownership guidelines, and performance-based metrics tied to multi-year outcomes. The proposal’s practical effect is limited because it is advisory, but a substantial negative vote could pressure the Board to redesign elements of pay or increase engagement; conversely, strong support reinforces management’s current approach. Given the detailed disclosure of targets, payout formulas, peer benchmarking, and the Board’s stated responsiveness to voting outcomes, the recommendation to vote FOR is presented as consistent with alignment of pay with company strategy and long-term stockholder value creation.

3. 3

   Ratify the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

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When is the Wesco International Inc 2026 annual meeting?

Wesco International Inc (WCC) holds its 2026 annual shareholder meeting on Thursday, May 28, 2026.

What is the record date for the Wesco International Inc 2026 meeting?

The record date for the Wesco International Inc 2026 meeting is Monday, March 30, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Wesco International Inc's 2026 meeting?

The board is presenting 10 director nominees at the Wesco International Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Wesco International Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Wesco International Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.