WesBanco Inc.

04/16/2026 | Press release | Distributed by Public on 04/16/2026 14:45

Management Change/Compensation (Form 8-K)

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

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