WesBanco, Inc. (NASDAQ:WSBC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(‘WesBanco”) Board of Directors expired as of the Annual
Meeting of Stockholders held on April 19, 2017. Mr. Limbert is
retiring from the Board because he is not eligible under
WesBanco’s Bylaws to stand for re-election due to the age 70
limitation as of the date of re-election, and not as a result of
any disagreement with WesBanco. Mr. Limbert’s service on the
Board began in 2003. In 2014, Mr. Limbert retired as President
and Chief Executive Officer of WesBanco.
amendments to the WesBanco, Inc. Incentive Bonus, Option and
Restricted Stock Plan, as amended (the “Plan”). The Plan was
amended to increase the number of shares that may be issued under
the Plan by 1,000,000 shares and explicitly include WesBanco’s
policy prohibiting the repricing of stock options.
Approval of the Incentive Plan, as Amended, to Increase the
Number of Shares Authorized for Issuance” in WesBanco’s
definitive proxy statement for its 2017 annual meeting filed with
the Securities and Exchange Commission (the “Commission”) on
March 14, 2017. Such description is incorporated herein by
reference and is qualified in its entirety by reference to the
Plan, filed as Exhibit 10.1 to this report on Form 8-K.
Holders.
Stockholders was held in Wheeling, WV. The following directors
were elected to the Board of Directors for a term of three
years expiring at the Annual Stockholders’ Meeting in 2020:
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For
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Withheld
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Non Votes
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|
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Abigail M. Feinknopf
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30,624,090
|
1,388,856
|
6,109,167
|
|
Jay T. McCamic
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28,112,443
|
3,901,309
|
6,109,167
|
|
F. Eric Nelson, Jr.
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31,268,593
|
744,962
|
6,109,167
|
|
Todd F. Clossin
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30,683,295
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1,329,889
|
6,109,167
|
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Denise Knouse-Snyder
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28,642,575
|
3,370,425
|
6,109,167
|
a term of one year expiring at the Annual Stockholders’ Meeting
in 2018:
|
For
|
Withheld
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Non Votes
|
|
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Gary L. Libs
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31,271,937
|
741,815
|
6,109,167
|
for a term of two years expiring at the Annual Stockholders’
Meeting in 2019:
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For
|
Withheld
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Non Votes
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|
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Kerry M. Stemler
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31,257,107
|
756,645
|
6,109,167
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Corporation’s Executive Compensation Paid to the Named Executive
Officers
(non-binding) proposal on WesBanco, Inc.’s executive
compensation paid to WesBanco’s named executive officers. The
results of the vote were as follows:
|
For
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Against
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Abstain
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Non Votes
|
|
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Advisory vote to approve WesBanco, Inc.’s executive
compensation |
30,200,383
|
1,380,625
|
426,447
|
6,109,167
|
Advisory Votes on Executive Compensation
(non-binding), on the frequency of future advisory votes on
executive compensation, and proposed that a vote occur every
year. The results of the vote were as follows:
|
1 Year
|
2 Years
|
3 Years
|
Abstain
|
Non Votes
|
|
|
Advisory vote on frequency of future advisory votes on
executive compensation |
25,197,001
|
208,867
|
5,995,828
|
612,056
|
6,109,167
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Independent Registered Public Accounting Firm
(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, 2017.
The results of the vote were as follows:
|
For
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Against
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Abstain
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Non Votes
|
|
|
Advisory vote to ratify appointment of independent
registered public accounting firm |
36,483,118
|
1,348,799
|
281,518
|
–
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the Number of Shares Authorized for Issuance
WesBanco, Inc. Key Executive Incentive Bonus, Option and
Restricted Stock Plan to increase the number of shares
authorized for issuance thereunder by 1,000,000. The results of
the vote were as follows:
|
For
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Against
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Abstain
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Non Votes
|
|
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To approve the WesBanco, Inc. Key Executive Incentive Bonus Option and Restricted Stock Plan,
as amended, to increase the number of shares authorized
for issuance |
29,131,108
|
2,258,091
|
624,553
|
6,109,167
|
stockholders that future advisory votes to approve the
compensation for our named executive officers occur annually.
This recommendation was endorsed by the stockholders, and
accordingly, WesBanco has decided to hold such advisory vote
every year.
| 10.1 |
WesBanco, Inc. Incentive Bonus, Option and Restricted
Stock Plan, as amended. |
About WesBanco, Inc. (NASDAQ:WSBC)
WesBanco, Inc. (WesBanco) is a bank holding company. The Company offers a range of financial services, including retail banking, corporate banking, personal and corporate trust services, brokerage services, mortgage banking and insurance. WesBanco offers its services through two segments: community banking, which offers services by full-service commercial banks, including commercial demand, individual demand and time deposit accounts, as well as commercial, mortgage and individual installment loans, and certain non-traditional offerings, such as insurance and securities brokerage services, and trust and investment services, which offers trust services, as well as various alternative investment products, including mutual funds. WesBanco operates a commercial bank, WesBanco Bank, Inc. (the Bank), through over 140 offices, a loan production office and approximately 130 automated teller machine (ATM) machines located in West Virginia, Ohio, and western Pennsylvania. WesBanco, Inc. (NASDAQ:WSBC) Recent Trading Information
WesBanco, Inc. (NASDAQ:WSBC) closed its last trading session up +0.54 at 39.47 with 268,498 shares trading hands.
