WESBANCO INC 8-K

What Happened
Wesbanco, Inc. announced that at its April 15, 2026 Annual Meeting shareholders approved the Wesbanco, Inc. 2026 Equity Incentive Plan. The company filed a summary of the Plan in its March 13, 2026 proxy statement and the full Plan is included as Exhibit 10.1 to this Form 8-K (filed April 16, 2026). Shareholders also elected directors and voted on advisory matters including executive compensation and appointment of the independent auditor.

Key Details

• Board elections (three-year terms expiring 2029):
  • Louis M. Altman — For: 69,877,848; Withheld: 1,707,033; Non-votes: 11,506,105
  • John L. Bookmyer — For: 69,835,709; Withheld: 1,749,209; Non-votes: 11,506,105
  • Todd F. Clossin — For: 69,576,959; Withheld: 2,007,923; Non-votes: 11,506,105
  • Denise Knouse-Snyder — For: 67,583,955; Withheld: 4,000,926; Non-votes: 11,506,105
  • F. Eric Nelson, Jr. — For: 65,375,591; Withheld: 6,209,372; Non-votes: 11,506,105
• Board election (one-year term expiring 2027): Joseph R. Robinson — For: 69,920,018; Withheld: 1,664,945; Non-votes: 11,506,105
• Advisory (non-binding) say-on-pay vote (2025 compensation): For 45,662,797; Against 25,001,728; Abstain 920,438; Non-votes 11,506,105
• Auditor ratification (advisory): Deloitte & Touche, LLP ratified — For 81,673,016; Against 1,086,711; Abstain 331,341
• Approval of the Wesbanco, Inc. 2026 Equity Incentive Plan: For 67,950,030; Against 2,756,961; Abstain 877,942; Non-votes 11,506,105

Why It Matters
Shareholder approval of the 2026 Equity Incentive Plan allows Wesbanco to grant stock- and equity-based awards under the terms disclosed in the company’s proxy and the filed Plan (Exhibit 10.1), which can affect executive compensation and long-term employee incentives. The board election results confirm leadership continuity, and the advisory votes provide investor feedback on executive pay and auditor selection—important governance signals for retail investors monitoring management alignment and oversight.