DEFA14A 1 d890708ddefa14a.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.  )

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☐ | Preliminary Proxy Statement

☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ | Definitive Proxy Statement

☒ | Definitive Additional Materials

☐ | Soliciting Material Pursuant to Section 240.14a-12

WESCO INTERNATIONAL, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement)

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☐ | Fee paid previously with preliminary materials.

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Your Vote Counts! WESCO INTERNATIONAL, INC. 2025 Annual Meeting Vote by May 21, 2025 11:59 PM ET. For shares held in a Plan, vote by May 19, 2025 11:59 PM ET. WESCO INTERNATIONAL, INC. 225 WEST STATION SQ. DR. SUITE 700 PITTSBURGH, PA 15219 ATTN: CORPORATE SECRETARY V68717-P25959 You invested in WESCO INTERNATIONAL, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the stockholder meeting to be held on May 22, 2025. Get informed before you vote View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 8, 2025. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit www.ProxyVote.com Control # Smartphone users Point your camera here and vote without entering a control number Vote Virtually at the Meeting* May 22, 2025 2:00 PM, EDT Virtually at: www.virtualshareholdermeeting.com/WCC2025 *Please check the meeting materials for any special requirements for meeting attendance.

Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Voting Items Board Recommends 1. Elect ten Directors for a one-year term expiring in 2026. Nominees: 01) John J. Engel 05) Bobby J. Griffin 09) Easwaran Sundaram 02) Glynis A. Bryan 06) Sundaram Nagarajan 10) Laura K. Thompson 03) Anne M. Cooney 07) Steven A. Raymund 04) Matthew J. Espe 08) James L. Singleton For 2. Approve, on an advisory basis, the compensation of the Company’s named executive officers. For 3. Approve amendments to the Company’s Restated Certificate of Incorporation to provide Stockholders with the right to request a special meeting of stockholders. For 4. Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025. For 5. Shareholder proposal to give Shareholders the ability to call for a special shareholder meeting. Against NOTE: Transact any other business properly brought before the Annual Meeting. Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. V68718-P25959