Independent
Tenure on this board
1.3 yrs
6 nominees · 4 ballot items.
Election of six directors; advisory (non-binding) approval of 2025 executive compensation (say-on-pay); advisory ratification of Deloitte & Touche LLP as independent auditor; approval of the Wesbanco, Inc. 2026 Equity Incentive Plan; and other matters.
Election of six persons to the Board of Directors: five to serve three-year terms (class of 2029) and one to serve a one-year term (class of 2027).
An advisory, non-binding vote to approve the compensation paid to Wesbanco’s named executive officers for 2025, including the Compensation Discussion and Analysis and related tables.
This is a routine advisory (non-binding) "say-on-pay" proposal asking shareholders to approve the compensation paid to the company’s named executive officers in 2025 as disclosed in the proxy statement. Management seeks this advisory endorsement to validate its executive pay design and alignment with shareholder interests following the company’s compensation disclosures and performance. The board recommends a vote FOR, citing the program’s structure (mix of short-term and long-term incentives, rigorous performance targets, and clawback and ownership policies), its response to prior shareholder engagement, and the high prior-year approval (93.7% in 2025). Because it is advisory, the result will not bind the board, but it will be considered by the Compensation Committee in future pay decisions. Vote impact: a significant negative vote could prompt enhanced engagement or changes; a strong affirmative vote supports continuity of management’s compensation approach.
An advisory, non-binding vote ratifying the board’s selection of Deloitte & Touche LLP to serve as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
This routine proposal asks shareholders to ratify the Audit Committee’s selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2026. Management recommends a vote FOR to provide shareholder support for the committee’s oversight and the transition from the prior auditor (E&Y) to Deloitte. A negative vote would not necessarily overturn the committee’s choice but would signal shareholder concerns about auditor oversight or independence; the Audit Committee retains authority to change auditors irrespective of the vote.
Approval of the 2026 Equity Incentive Plan, which would reserve up to 3,000,000 shares plus certain adjustments for equity awards to employees, directors, and consultants, replacing future grants under the Prior Plan.
The proposed 2026 Equity Incentive Plan requests shareholder approval for a 3,000,000-share pool to grant equity awards (stock options, SARs, restricted stock, RSUs, performance awards, etc.) to employees, directors and consultants. Management frames the plan as a necessary tool to attract and retain talent and to align compensation with shareholder interests. Notable governance features include no evergreen share increases, a double-trigger change-in-control provision, prohibition on repricing without shareholder approval, no discounted options or SARs (except in certain assumed awards), limits on non-employee director compensation, and a one-year minimum vesting requirement with narrow exceptions. The plan recycles shares conservatively (no recycling for shares used to pay exercise price, tax withholding, SARs not settled) and subjects awards to the company’s clawback policy. The Board recommends a vote FOR citing competitiveness and governance safeguards. Potential shareholder concerns include the size of the share pool relative to burn rate and dilution, discretion granted to the Administrator, and carve-outs for minimum vesting that allow expedited vesting for certain categories or exceptional grants; these are mitigated by the no-repricing and other investor-friendly features. On approval, the company will file a Form S-8 to register the share reserve. The approval will replace future grants under the Prior Plan with grants under the 2026 Plan.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 5.5% | 5,323,378 | $184M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.0% | 4,772,287 | $165M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 4,321,171 | $149M |
| 4 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 4.0% | 3,850,056 | $133M |
| 5 | STATE STREET CORP | 3.9% | 3,771,185 | $131M |
| 6 | BlackRock, Inc. | 3.5% | 3,340,973 | $115M |
| 7 | BlackRock, Inc. | 3.1% | 2,974,855 | $103M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 2,086,976 | $72M |
| 9 | Hood River Capital Management LLC | 2.1% | 2,013,953 | $69M |
| 10 | WELLINGTON MANAGEMENT GROUP LLP | 1.8% | 1,738,101 | $60M |
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