Shareholder Vote

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): April 16, 2025     WESBANCO, INC. (Exact name of Registrant as Specified in Its Charter)     West Virginia 001-39442 55-0571723 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)           1 Bank Plaza   Wheeling , West Virginia   26003 (Address of Principal Executive Offices)   (Zip Code)   Registrant’s Telephone Number, Including Area Code: 304 234-9000     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: ☐ 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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock $2.0833 Par Value   WSBC   Nasdaq Global Select Market Depositary Shares (each representing 1/40th interest in a share of 6.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A)   WSBCP   Nasdaq Global Select Market 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 16, 2025, Wesbanco's Annual Meeting of its Stockholders was held.   (a) The following directors were elected to the Board of Directors for a term of three years expiring at the Company’s Annual Meeting of its Stockholders to be held in 2028 :     For Withheld Non Votes Rosie Allen-Herring 63,747,695 3,129,627 13,893,761 John L. Bookmyer 66,182,473 694,604 13,893,761 Christopher V. Criss 62,771,181 4,105,832 13,893,761 Lisa A. Knutson 61,622,425 5,254,897 13,893,761 Gregory S. Proctor, Jr. 64,556,501 2,320,821 13,893,761 Joseph R. Robinson 64,398,319 2,478,695 13,893,761 Kerry M. Stemler 64,804,855 2,072,468 13,893,761   (b) The following director was elected to the Board of Directors for a term of one year expiring at the Company’s Annual Meeting of its Stockholders to be held in 2026:     For Withheld Non Votes Louis A. Altman 66,035,892 841,430 13,893,761 (c) The following directors were elected to the Board of Directors for a term of two years expiring at the Company’s Annual Meeting of its Stockholders to be held in 2027:     For Withheld Non Votes Zahid Afzal 65,826,499 1,012,013 13,893,761 Lee J. Burdman 65,992,916 884,406 13,893,761   Item 2 - Approval of an Advisory (Non-Binding) Vote on the Corporation’s Executive Compensation Paid to the Named Executive Officers   The Company’s stockholders also approved an advisory (non-binding) proposal on the Company's executive compensation paid to its named executive officers. The results of the vote were as follows:   For Against Abstain Non Votes 61,819,312 4,163,784 893,825 13,893,761   Item 3 - Advisory (Non-Binding) Vote Ratifying the Appointment of Independent Registered Public Accounting Firm   The Company's stockholders also approved an advisory (non-binding) proposal ratifying the appointment of Ernst & Young, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the vote were as follows:     For Against Abstain Non Votes 77,533,958 2,941,281 295,844 -         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 thereunto duly authorized.       Wesbanco, Inc. (registrant)         Date: April 17, 2025 By: /s/ Daniel K. Weiss, Jr.       Daniel K. Weiss, Jr. Senior Executive Vice President and Chief Financial Officer