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8-KThe WireRed Alert

Executive Change · Shareholder Vote

Filed Apr 16, 2026 · 2mo ago · Accession 0001193125-26-159175

Plain English

Wesbanco, Inc. held its Annual Meeting of Shareholders on April 15, 2026, where shareholders voted on several proposals, including the election of directors and the approval of the 2026 Equity Incentive Plan. The results of these votes are detailed in this report.

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 15, 2026     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 7.375% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B)   WSBCO   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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.   Wesbanco, Inc. (the “Company”) held its Annual Meeting of its Shareholders on April 15, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the Wesbanco, Inc. 2026 Equity Incentive Plan (the “Plan”).   A summary of the Plan was included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 13, 2026 (the “Proxy Statement”). The summary of the Plan contained in the Proxy Statement is incorporated herein by reference. The summary of the Plan contained in the Proxy Statement is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K. Item 5.07 Submission of Matters to a Vote of Security Holders Item 1 - Election of Directors The following nominees were elected to the Company's Board of Directors for a term of three years expiring at the Company’s Annual Meeting of its Shareholders to be held in 2029:   For Withheld Non Votes Louis M. Altman 69,877,848 1,707,033 11,506,105 John L. Bookmyer 69,835,709 1,749,209 11,506,105 Todd F. Clossin 69,576,959 2,007,923 11,506,105 Denise Knouse-Snyder 67,583,955 4,000,926 11,506,105 F. Eric Nelson, Jr. 65,375,591 6,209,372 11,506,105 The following nominee was elected to the Company's Board of Directors for a term of one year expiring at the Company’s Annual Meeting of its Shareholders to be held in 2027:   For Withheld Non Votes Joseph R. Robinson 69,920,018 1,664,945 11,506,105     Item 2 - Approval of an Advisory (Non-Binding) Vote on Compensation Paid to the Company's Named Executive Officers in 2025   The Company’s shareholders approved an advisory (non-binding) proposal on the compensation paid to the Company's named executive officers in 2025. The results of the vote were as follows:   For Against Abstain Non Votes 45,662,797 25,001,728 920,438 11,506,105     Item 3 - Approval of an Advisory (Non-Binding) Vote Ratifying the Appointment of Independent Registered Public Accounting Firm   The Company's shareholders approved an advisory (non-binding) proposal ratifying the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote were as follows:   For Against Abstain Non Votes 81,673,016 1,086,711 331,341 -     Item 4 - Approval of the Wesbanco, Inc. 2026 Equity Incentive Plan   The Company's shareholders approved a proposal approving the Plan. The results of the vote were as follows:   For Against Abstain Non Votes 67,950,030 2,756,961 877,942 11,506,105   Item 9.01 - Financial Statements and Exhibits (d) Exhibits:   10.1 Wesbanco, Inc. 2026 Stock Incentive Plan.   104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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 16, 2026   /s/ Daniel K. Weiss, Jr.       Daniel K. Weiss, Jr. Senior Executive Vice President and Chief Financial Officer
Filing details
Ticker
WSBC
CIK
203596
Form type
8-K
Filing date
Apr 16, 2026
Report date
Apr 15, 2026
Document
wsbc-20260415.htm
Size
417 KB