Pittsburg, PA - WESCO International, Inc. announced that its board of directors has voted to include in the company's proxy statement for its 2014 annual meeting of stockholders a management proposal to implement annual elections for all directors.
The Board will recommend that stockholders approve an amendment to the company's certificate of incorporation to transition from a classified board structure to a declassified structure. If the amendment is approved, directors would be elected to one-year terms as their existing terms expire, beginning with the class of directors to be elected at the company's 2015 annual meeting of stockholders. The full text of the proposal will be included in the company's proxy statement to be filed with the Securities and Exchange Commission in the spring of 2014.
"We believe that a classified Board has served the Company and its stockholders well since we became a public company in 1999. We are committed to constructive investor engagement and to carefully considering and responding to the interests of our stockholders. At our most recent annual meeting, a majority of our stockholders expressed their support for board declassification, and as a result, we have decided to transition to annual elections for our Board of Directors," commented John Engel, Chairman of WESCO's Board of Directors. "In addition, the Board has adopted a resignation policy under which any Director who does not receive a majority of votes for his or her re-election is expected to offer his or her resignation for the Board's consideration." This policy has been incorporated into the Company's Corporate Governance Guidelines and is available on the Company's website at www.wesco.com.