def14a
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. )
Filed by the Registrant þ
Filed by a Party other than the
Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)) |
þ
Definitive Proxy Statement |
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Definitive Additional Materials |
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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)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1)
and 0-11. |
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(1) |
Title of each class of securities to which transaction applies: |
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(2) |
Aggregate number of securities to which transaction applies: |
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(3) |
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11 (set
forth the amount on which the filing fee is calculated and state
how it was determined): |
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(4) |
Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing. |
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(1) |
Amount Previously Paid: |
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(2) |
Form, Schedule or Registration Statement No.: |
2010
PROXY STATEMENT
Notice of Annual
Meeting
WESCO
INTERNATIONAL, INC.
225 West
Station Square Drive, Suite 700
Pittsburgh, Pennsylvania
15219-1122
NOTICE
OF 2010 ANNUAL MEETING OF STOCKHOLDERS
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DATE AND TIME
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Wednesday, May 19, 2010 at 2:00 p.m., E.D.T.
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PLACE
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Hyatt Regency Pittsburgh International Airport
1111 Airport Boulevard
Pittsburgh, PA 15231
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RECORD DATE
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March 24, 2010
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ITEMS OF BUSINESS
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1. Elect Three Class II Directors for a
three-year term expiring in 2013.
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2. Ratify the appointment of
PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the year ending December 31, 2010.
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3. Transact any other business properly brought
before the Annual Meeting.
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Dear Fellow Stockholders:
I am pleased to invite you to attend our 2010 Annual Meeting of
Stockholders. It will be held on May 19, 2010, at the Hyatt
Regency Pittsburgh International Airport, 1111 Airport
Boulevard, Pittsburgh, Pennsylvania. Details regarding the items
of business to be conducted at the Annual Meeting are described
in the accompanying Proxy Statement.
We are sending a Notice of Internet Availability of Proxy
Materials to you on or about April 7, 2010. Stockholders of
record at the close of business on March 24, 2010 will be
entitled to vote at our Annual Meeting or any adjournments or
postponements of the meeting. You have a choice of voting in
person, over the Internet, by telephone, or by requesting a
paper copy of the proxy materials and a proxy card and then
executing and returning the proxy card. In order to assure a
quorum, please vote over the Internet or by telephone, or
request a paper copy of a proxy card and then complete, sign,
date and return the proxy card, whether or not you plan to
attend the meeting.
Thank you for your ongoing support of WESCO.
By order of the Board of Directors,
ROY W. HALEY
Chairman of the Board
WESCO
INTERNATIONAL, INC.
225 West
Station Square Drive, Suite 700
Pittsburgh, Pennsylvania
15219-1122
(412) 454-2200
PROXY
STATEMENT
TABLE
OF CONTENTS
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i
IMPORTANT
NOTICE
REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 19, 2010
The
2010 Proxy Statement and 2009 Annual Report of
WESCO International, Inc.
are available to review at:
www.proxydocs.com/wcc.
We are pleased this year to take advantage of the Securities and
Exchange Commission (SEC) rule that permits
companies to furnish proxy materials to stockholders over the
Internet. On or about April 7, 2010, we will begin mailing
a Notice of Internet Availability of Proxy Materials
(Notice). The Notice contains instructions on how to
vote online or by telephone, or in the alternative, request a
paper copy of the proxy materials and a proxy card. By
furnishing a Notice and access to our proxy materials by the
Internet, we are lowering the costs and reducing the
environmental impact of our Annual Meeting.
We encourage you to sign up for direct email notice of the
availability of future proxy materials by submitting your email
address when you vote your proxy via the Internet.
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1.
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Who is entitled
to vote at the Annual Meeting?
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If you held shares of WESCO International, Inc.
(WESCO or the Company) Common Stock at
the close of business on March 24, 2010, you may vote at
the Annual Meeting. Each share is entitled to one vote on each
matter presented for consideration and action at the Annual
Meeting.
In order to vote, you must either designate a proxy to vote on
your behalf or attend the Annual Meeting and vote your shares in
person. The Board of Directors requests your proxy so that your
shares will count toward a quorum and be voted at the meeting.
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2.
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What matters are
scheduled to be presented?
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Proposal 1 The election of three Director
nominees with terms expiring at the 2013 Annual Meeting of
Stockholders.
Proposal 2 The ratification of the appointment
of PricewaterhouseCoopers LLP as our independent registered
public accounting firm for the year ending December 31,
2010.
Action may be taken at the Annual Meeting with respect to any
other business that properly comes before the meeting, and the
proxy holders have the right to and will vote in accordance with
their judgment on any additional business.
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3.
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How do I cast my
vote?
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There are four different ways you may cast your vote. You may
vote by:
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the Internet, at the address provided on the Notice;
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telephone, using the toll-free number listed on the Notice;
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following the instructions on the Notice to request a paper copy
of the proxy card and proxy materials and then marking, signing,
dating and returning each proxy card in the postage-paid
envelope provided; or
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attending the Annual Meeting and voting your shares in person.
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The deadline for voting by Internet or telephone is
11:59 p.m., Eastern time, on Tuesday, May 18, 2010.
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4.
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What if I
dont indicate my voting choices?
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If you return your signed proxy card but do not mark the boxes
showing how you wish to vote, your shares will be voted
FOR the election of each of the Director nominees
named in this Proxy Statement and FOR the
ratification of the appointment of PricewaterhouseCoopers LLP as
our Companys independent registered public accounting firm
for the year ending December 31, 2010.
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5.
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How do I revoke
or change my vote?
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If you have returned a proxy via mail, telephone or Internet,
you may revoke it at any time before it is voted at the Annual
Meeting by:
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notifying the Corporate Secretary at the Companys
headquarters office;
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sending another proxy dated later than your prior proxy either
by Internet, telephone or mail; or
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attending the Annual Meeting and voting in person by ballot or
by proxy.
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6.
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What does it mean
if I receive more than one Notice?
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If your shares are registered differently and are in more than
one account (for example, some shares may be registered directly
in your name and some may be held in the Companys 401(k)
Retirement Savings Plan), you may receive more than one Notice
from the Company or a broker, bank or other nominee account with
respect to your shares held in street name. Please
carefully follow the instructions on each Notice you receive and
vote all of the proxy requests to ensure that all your shares
are voted.
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7.
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May I attend and
vote my shares in person at the Annual Meeting?
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Shares held beneficially through a broker, bank or other nominee
may not be voted in person at the Annual Meeting UNLESS you
obtain a Legal Proxy. A Legal Proxy must
be obtained from your broker, bank or other nominee that holds
your shares. Without a Legal Proxy, you will not be
able to attend and vote those shares in person at the Annual
Meeting at the Hyatt Regency Pittsburgh International Airport,
located at 1111 Airport Boulevard, Pittsburgh, Pennsylvania.
Shares registered directly in your name with our transfer agent,
BNY Mellon Shareowner Services, may be voted in person at the
Annual Meeting.
Directions to the Annual Meeting at the Pittsburgh Hyatt
Regency, 1111 Airport Boulevard, Pittsburgh, Pennsylvania, are
available at www.wesco.com.
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8.
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Who will count
the votes?
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Representatives of our transfer agent, BNY Mellon Shareowner
Services, and two other appointed inspectors of election will
certify their examination of the list of stockholders, number of
shares held and outstanding as of the record date, and the
necessary quorum for transaction of the business for this
meeting. These persons will count the votes at the Annual
Meeting.
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9.
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May I elect to
receive a paper copy of proxy materials in the future?
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Stockholders can elect to receive future WESCO Proxy Statements
and Annual Reports via paper copies in the mail.
If you are a stockholder of record you can choose to
receive future Annual Reports and Proxy Statements via paper
copy at no charge by writing to WESCO International, Inc.,
225 West Station Square Drive, Suite 700, Pittsburgh,
Pennsylvania,
15219-1122,
Attention: Corporate Secretary. If you hold your WESCO stock in
street name (such as through a broker, bank, or
other nominee account), follow the information provided by your
nominee for instructions on how to elect to receive paper copies
of future Proxy Statements and Annual Reports.
If you enroll to receive paper copies of WESCOs future
Annual Reports and Proxy Statements, your enrollment will remain
in effect for all future stockholders meetings unless you
cancel the enrollment.
iii
PROXY
SOLICITATION AND VOTING INFORMATION
Holders of our Common Stock at the close of business on the
record date of March 24, 2010, may vote at our Annual
Meeting. On the record date, 42,429,966 shares of our
Common Stock were outstanding. A list of stockholders entitled
to vote will be available at the Annual Meeting and during
ordinary business hours for 10 days prior to the Annual
Meeting at the Hyatt Regency Pittsburgh International Airport,
located at 1111 Airport Boulevard, Pittsburgh, Pennsylvania. Any
stockholder of record may examine the list for any legally valid
purpose.
The Board of Directors is soliciting your proxy to vote at our
Annual Meeting of Stockholders, and at any adjournment or
postponement of the meeting. In addition to soliciting proxies
by mail, telephone, and the Internet, our Board of Directors,
without receiving additional compensation, may solicit in
person. Brokerage firms and other custodians, nominees, and
fiduciaries will forward proxy soliciting material to the
beneficial owners of our Common Stock, held of record by them,
and we will reimburse these brokerage firms, custodians,
nominees, and fiduciaries for reasonable out-of-pocket expenses
incurred by them in doing so. The cost of this proxy
solicitation will consist primarily of printing, legal fees, and
postage and handling. We will pay the cost of this solicitation
of proxies.
To conduct the business of the Annual Meeting, we must have a
quorum. The presence, in person or by proxy, of stockholders
holding at least a majority of the shares of our Common Stock
outstanding will constitute a quorum. Abstentions, broker
non-votes and votes withheld from Director nominees count as
shares present for purpose of determining a quorum. A broker
non-vote occurs when a broker, bank or other nominee holder does
not vote on a particular item because the nominee holder does
not have discretionary authority to vote on that item and has
not received instructions from the beneficial owner of the
shares. In the absence of voting instructions from the
beneficial owner of the shares, nominee holders will not have
discretionary authority to vote the shares in the election of
Directors at the Annual Meeting but will have discretionary
authority to vote on the ratification of the appointment of
PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the year ending December 31, 2010.
Broker non-votes will not affect the outcome of any of the
matters scheduled to be voted upon at the Annual Meeting, and
they are not counted as shares voting with respect to any matter
on which the broker has not voted expressly. Proxies that are
transmitted by nominee holders for beneficial owners will count
toward a quorum and will be voted as instructed by the nominee
holder.
The election of Directors will be determined by a plurality of
the votes cast and the ratification of the appointment of
PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the year ending December 31, 2010, will
require affirmative votes by a majority of the shares present in
person or by proxy and entitled to vote at the Annual Meeting.
Only votes FOR or WITHHELD affect the
outcome of the election of Directors. With respect to the
ratification of the appointment of PricewaterhouseCoopers LLP as
our independent registered public accounting firm for the year
ending December 31, 2010, abstentions have the effect of a
negative vote.
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Item 1
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Proposal
to Vote For Election of Directors
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The following Directors have been nominated for election to our
Board:
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Class II (with a term expiring at the 2013 Annual Meeting
of Stockholders): Sandra Beach Lin, Robert J. Tarr, Jr. and
Stephen A. Van Oss
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OUR BOARD
UNANIMOUSLY RECOMMENDS A VOTE FOR
EACH OF THE DIRECTOR NOMINEES.
From January 2009 through December 2009, our Board consisted of
twelve members divided into three equal classes
Class I, Class II, and Class III. With Director
Kenneth L. Ways retirement effective at the 2010 Annual
Meeting of Stockholders, the Board will be reduced to eleven
members.
The three classes of Directors serve staggered, three-year terms
which end in successive years. The current term of the
Class II Directors expires this year, and their successors
are to be elected at the Annual Meeting for a three-year term
expiring in 2013. The terms of the Class I and
Class III Directors do not expire until the Annual Meetings
of Stockholders to be held in 2012 and 2011, respectively.
Should all nominees be elected as indicated in the proposal
above, the following is the complete list of individuals which
will comprise our Board of Directors and Board Committees
following the Annual Meeting, unless otherwise noted.
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Director
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Nominating and
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Name
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Age
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Since
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Audit
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Compensation(2)
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Executive
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Governance
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Sandra Beach Lin
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52
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2002
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Member
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Member
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Chair
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John J. Engel
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2008
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Member
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Roy W. Haley
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1994
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Member
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George L. Miles, Jr.
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2000
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Member
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John K. Morgan
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2008
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Member
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Member
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Steven A. Raymund
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2006
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Member
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Member
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James L. Singleton
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1998
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Chair
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Member
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Robert J. Tarr, Jr.
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1998
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Chair
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Member
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Member
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Lynn M. Utter
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2006
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Member
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Member
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Stephen A. Van Oss
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55
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2008
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William J.
Vareschi(1)
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67
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2002
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Member
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Chair
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Kenneth L.
Way(3)
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1998
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Member
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(1) |
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Presiding Director |
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Mr. Morgan will be appointed as a member of the
Compensation Committee in May 2010 upon the retirement of
Mr. Way. |
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Mr. Ways retirement will be effective at the 2010
Annual Meeting of Stockholders. |
2
Class II
Directors Present Term Expires in 2010
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Sandra Beach Lin has served as Corporate Executive Vice
President of Celanese Corporation, a global hybrid chemical
company since July 2007. Previously, she also served as
President of Ticona, the engineered materials business of
Celanese, from July 2007 to January 2010. From 2005 to June
2007, she served as Group Vice President of a $1.4 billion
global business unit of Avery Dennison Corporation. From 2002 to
2005, Ms. Beach Lin served as President of Alcoa Closure Systems
International, Inc. Previously, she also served as President of
Bendix Commercial Vehicle Systems and Vice President and General
Manager, Specialty Wax and Additives, both divisions of
Honeywell International, Inc. She also serves as a member of the
Committee of 200 and the Board of Directors of Junior
Achievement USA. Among Ms. Beach Lins experience,
qualifications, attributes and skills for which she is
considered a valuable member of the Board of Directors, Ms.
Beach Lin is a senior executive with extensive experience
managing global businesses in various industries.
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Robert J. Tarr, Jr. is a professional director and
private investor and has been so for more than five years. From
2000 to 2001, he served as the Chairman, Chief Executive Officer
and President of HomeRuns.com, Inc. Prior to joining
HomeRuns.com, he served for more than 20 years in senior
executive roles at Harcourt General, Inc., a large, broad-based
publishing company, including six years as President, Chief
Executive Officer and Chief Operating Officer, and at The Neiman
Marcus Group, Inc., a high-end specialty retail store and mail
order business, as President, Chief Operating Officer and Chief
Executive Officer from 1990 to 1997. In addition, Mr. Tarr
previously served as a director of Barneys New York, Inc. Among
Mr. Tarrs experience, qualifications, attributes and
skills for which he is considered a valuable member of the Board
of Directors, Mr. Tarr has broad experience serving as the Chief
Executive Officer and as a board member for businesses in
various industries.
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Stephen A. Van Oss has served as our Senior Vice
President and Chief Operating Officer since September 2009.
Previously, Mr. Van Oss served as our Senior Vice President and
Chief Financial and Administrative Officer from 2004 to
September 2009. From 2000 to 2004, he served as our Vice
President and Chief Financial Officer. From 1997 to 2000, Mr.
Van Oss served as our Director, Information Technology and, in
1997, as our Director, Acquisition Management. From 1995 to
1996, Mr. Van Oss served as Chief Operating Officer and Chief
Financial Officer of Paper Back Recycling of America, Inc. Mr.
Van Oss serves as a director of Cooper-Standard Holdings Inc.
and as the chairman of its audit committee. He also serves as a
trustee of Robert Morris University and chairs its finance
committee and is a member of its governance committee. In
addition, Mr. Van Oss previously served as director of William
Scotsman International, Inc. Among Mr. Van Oss
experience, qualifications, attributes and skills for which he
is considered a valuable member of the Board of Directors, Mr.
Van Oss is our current Chief Operating Officer, has served the
company as a senior executive in various facets of its
operations and has deep distribution industry expertise.
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Retiring
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Kenneth L. Way served as Chairman of Lear Corporation, a
supplier of automotive interior systems and components, from
1988 to 2003 and as its Chief Executive Officer from 1988 to
2000. During his 37 years with Lear Corporation and its
predecessor companies, he also served in various engineering,
manufacturing, and general management capacities. Mr. Way also
serves as a director of Comerica, Inc., CMS Energy Corporation,
and Cooper-Standard Holdings Inc. Among Mr. Ways
experience, qualifications, attributes and skills for which he
is considered a valuable member of the Board of Directors, Mr.
Way has significant experience as a Chief Executive Officer and
broad experience serving as a board member in various
industries.
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3
Class III
Directors Present Term Expires in 2011
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Roy W. Haley has served as Chairman of the Board since
1998. Previously, he also served as our Chief Executive Officer
from 1994 to September 2009. From 1988 to 1993, Mr. Haley
served as Chief Operating Officer, President and as a director
of American General Corporation, a diversified financial
services company. Mr. Haley also serves as a director and
chairman of the audit committees of United Stationers, Inc.
and Cambrex Corporation, and as a director of the Federal
Reserve Bank of Cleveland and previous chairman of its
Pittsburgh branch. Among Mr. Haleys experience,
qualifications, attributes and skills for which he is considered
a valuable member of the Board of Directors, Mr. Haley is
the current Chairman of the Board, previously served as the
Companys Chairman and Chief Executive Officer for over
15 years and has deep expertise in all aspects of the
Companys business and served industries.
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George L. Miles, Jr. has served as President and Chief
Executive Officer of WQED Multimedia, a multimedia company,
since 1994. Mr. Miles also serves as a director of American
International Group, Inc., Chester Engineers, Inc., Equitable
Resources, Inc., Harley-Davidson, Inc., HFF, Inc., and
University of Pittsburgh. In addition, he previously served as
director of Westwood One, Inc. Among Mr. Miles
experience, qualifications, attributes and skills for which he
is considered a valuable member of the Board of Directors,
Mr. Miles is a Chief Executive Officer who has extensive
expertise as a board member for companies in various industries.
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John K. Morgan has served as the Chairman, President and
Chief Executive Officer of Zep Inc., a specialty chemicals
company since October 2007. From July 2007 to October 2007,
he served as Executive Vice President of Acuity Brands and
President and Chief Executive Officer of Acuity Specialty
Products, just prior to its spin off from Acuity Brands, Inc.
From August 2005 to July 2007, he served as President and Chief
Executive Officer of Acuity Brands Lighting. He also served
Acuity Brands as President and Chief Development Officer from
2004 to August 2005, as Senior Executive Vice President and
Chief Operating Officer from 2002 to 2004, and as Executive Vice
President from 2001 to 2002. Among Mr. Morgans
experience, qualifications, attributes and skills for which he
is considered a valuable member of the Board of Directors,
Mr. Morgan is a Chief Executive Officer with broad
expertise, including extensive experience in and knowledge of
the industry in which the Company operates.
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James L. Singleton is the founder and Managing Director
of Pillar Capital LP, an investment management firm. He has
served in such capacity since June 2007. From 1994 to December
2005, he served as the President of The Cypress Group LLC, a
private equity firm of which he was a co-founder. Prior to
founding Cypress, he served as a Managing Director in the
Merchant Banking Group at Lehman Brothers. In addition,
Mr. Singleton previously served as a director of ClubCorp,
Inc., Danka Business Systems PLC and William Scotsman
International, Inc. Among Mr. Singletons experience,
qualifications, attributes and skills for which he is considered
a valuable member of the Board of Directors, Mr. Singleton
has extensive experience in the capital markets, a long-standing
affiliation with and knowledge of the Company, its business and
history, and expertise in compensation, mergers and
acquisitions.
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4
Class I
Directors Present Term Expires in 2012
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John J. Engel has served as our President and Chief
Executive Officer since September 2009. Previously
Mr. Engel served as our Senior Vice President and Chief
Operating Officer from 2004 to September 2009. From 2003 to
2004, Mr. Engel served as Senior Vice President and General
Manager of Gateway, Inc. From 1999 to 2002, Mr. Engel
served as an Executive Vice President and Senior Vice President
of Perkin Elmer, Inc. From 1994 to 1999, Mr. Engel served
as a Vice President and General Manager of Allied Signal, Inc.
and held various engineering, manufacturing and general
management positions at General Electric Company from 1985 to
1994. Among Mr. Engels experience, qualifications,
attributes and skills for which he is considered a valuable
member of the Board of Directors, Mr. Engel is the
Companys Chief Executive Officer, previously served as its
Chief Operating Officer and has held senior executive and
management positions in various industries.
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Steven A. Raymund began his employment with Tech Data
Corporation, a distributor of information technology products,
in 1981. From 1986 until his retirement in October 2006, he
served as its Chief Executive Officer. Since 1991, he has served
as Tech Datas Chairman of the Board of Directors.
Mr. Raymund also serves as a director of Jabil, Inc. and as
a member of the Board of Advisors for the Moffitt Cancer Center
and the Board of Visitors for Georgetown Universitys
School of Foreign Service. Among Mr. Raymunds
experience, qualifications, attributes and skills for which he
is considered a valuable member of the Board of Directors,
Mr. Raymund has considerable experience as a Chief
Executive Officer in a global distribution business and broad
experience as a board member in various industries.
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Lynn M. Utter has served as President and Chief Operating
Officer of Knoll North America, a designer and manufacturer
of office furniture products, since March 2008. From 2003 to
February 2008, she served as Chief Strategy Officer, and in a
number of other senior operating and strategic planning
positions for Coors Brewing Company. From 1993 to 2002,
Ms. Utter worked at Frito Lay and Strategic Planning
Associates, LLC. Ms. Utter serves on a number of boards at
The University of Texas, and The Stanford University Business
School. Among Ms. Utters experience, qualifications,
attributes and skills for which she is considered a valuable
member of the Board of Directors, Ms. Utter is a senior
executive with experience in multiple industries, including
operating experience, and has extensive experience in strategic
planning.
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William J. Vareschi served as Chief Executive Officer of
Central Parking Corporation, a parking services provider, from
2000 until his retirement in 2003. Before joining Central
Parking Corporation, he served in several positions for more
than 35 years with the General Electric Company. He served
in numerous financial management positions, including Chief
Financial Officer for GE Plastics Europe, GE Lighting, and GE
Aircraft Engines. From 1996 until his retirement in 2000,
Mr. Vareschi served as President and Chief Executive
Officer of GE Engine Services. Mr. Vareschi also serves on
the Board of Directors of WMS Industries, Inc. Among
Mr. Vareschis experience, qualifications, attributes
and skills for which he is considered a valuable member of the
Board of Directors, Mr. Vareschi has served as Chief
Executive Officer and board member in various industries and has
significant leadership experience in global businesses.
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5
EXECUTIVE
OFFICERS
Our executive officers and their respective ages and positions
as of April 1, 2010, are set forth below.
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Name
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Age
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Position
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Roy W. Haley
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63
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Chairman of the Board
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John J. Engel
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48
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President and Chief Executive Officer
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Stephen A. Van Oss
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55
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Senior Vice President and Chief Operating Officer
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Richard P. Heyse
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47
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Vice President and Chief Financial Officer
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David S. Bemoras
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52
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Vice President, Operations
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Andrew J. Bergdoll
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47
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Vice President, Operations
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Daniel A. Brailer
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52
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Vice President, Treasurer and Investor Relations
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Allan A. Duganier
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54
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Director of Internal Audit
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James R. Griffin
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48
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Vice President, Operations
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Timothy A. Hibbard
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53
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Corporate Controller
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Diane E. Lazzaris
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43
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Vice President, Legal Affairs
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Robert J. Powell
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48
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Vice President, Human Resources
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Robert B. Rosenbaum
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52
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Vice President, Operations
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Ronald P. Van, Jr.
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49
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Vice President, Operations
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David S. Bemoras has served as our Vice President,
Operations since August 2008. Previously, Mr. Bemoras
served as Vice President of Sales and Marketing for
Communications Supply Corporation, which the Company acquired in
November 2006. Prior to joining Communications Supply
Corporation, Mr. Bemoras served as Vice President of Sales
and Marketing for GNWC Wire, Cable and Network Products, a
company he co-founded, and Vice President of Sales and Marketing
with Lenz Electric Manufacturing Company.
Andrew J. Bergdoll has served as our Vice President,
Operations since December 2007. From March 2005 through December
2007, Mr. Bergdoll served as President for Liberty
Wire & Cable, Inc., a subsidiary of Communications
Supply Corporation, which the Company acquired in November 2006.
From 2001 to March 2005, Mr. Bergdoll served as Senior Vice
President of US Filter, a subsidiary of Siemens AG, prior to its
sale to Siemens in 2004.
Daniel A. Brailer has served as our Vice President,
Treasurer and Investor Relations since May 2006. From 1999 to
May 2006, he served as our Treasurer and Director of Investor
Relations. Prior to joining the Company, Mr. Brailer served
in various positions at Mellon Financial Corporation, most
recently as Senior Vice President.
Allan A. Duganier has served as our Director of Internal
Audit since January 2006. From 2001 to January 2006,
Mr. Duganier served as our Corporate Operations Controller
and, from 2000 to 2001, as our Industrial/Construction Group
Controller.
James R. Griffin has served as our Vice President,
Operations since February 2008. From July 2006 to November 2007,
he served as President of GROHE Americas, a manufacturer and
distributor of faucet and shower products. From 2001 to January
2006, he served as President and General Manager of Specialty
Construction Brands, Inc., a manufacturer of home improvement
products. From 1997 to 2000, he served as Vice President and
General Manager of Willy Wonka Candy Factory, Inc., a subsidiary
of Nestlé S.A.
Richard P. Heyse became our Vice President and Chief
Financial Officer in June 2009. From April 2005 to May 2009, he
served as Vice President and Chief Financial Officer of Innophos
Holdings, a North American producer of specialty phosphates.
From 2001 to 2005, he served as Division Controller for the
chemical and specialty polymers businesses of Eastman Chemical
Company. Mr. Heyse also has held various positions in
Finance, IT and Engineering with Koch Industries, Eaton
Corporation and International Paper.
Timothy A. Hibbard has served as our Corporate Controller
since July 2006. From 2002 to July 2006, he served as Corporate
Controller at Kennametal Inc. From 2000 to February 2002,
Mr. Hibbard served as Director of Finance of
Kennametals Advanced Materials Solutions Group, and, from
1998 to 2000, he served as Controller of Greenfield Industries,
Inc., a subsidiary of Kennametal Inc.
6
Diane E. Lazzaris became our Vice President, Legal
Affairs in February 2010. From February 2008 to February 2010,
Ms. Lazzaris served as Senior Vice President
Legal, General Counsel and Corporate Secretary of Dicks
Sporting Goods, Inc. From 1994 to February 2008, she held
various corporate counsel positions at Alcoa Inc., most recently
as Group Counsel to a group of global businesses.
Robert J. Powell has served as our Vice President, Human
Resources since September 2007. From 2001 to September 2007,
Mr. Powell served as Vice President, Human Resources
Operations and Workforce Planning of Archer Daniels Midland
Company. From 2000 to 2001, Mr. Powell served as Vice
President, Human Resources-Southeast of AT&T Broadband.
From 1999 to 2000, he served as Corporate Vice President, Human
Resources of Porex Corporation.
Robert B. Rosenbaum has served as our Vice President,
Operations since 1998. From 1982 until 1998, Mr. Rosenbaum
served as President of Bruckner Supply Company, Inc., an
integrated supply company that we acquired in 1998.
Ronald P. Van, Jr. has served as our Vice President,
Operations since October 1998. Previously, Mr. Van served
as a Vice President and Controller of EESCO, an electrical
distributor we acquired in 1996.
CORPORATE
GOVERNANCE
Corporate
Governance Guidelines
We have adopted Corporate Governance Guidelines in conformity
with the New York Stock Exchange (NYSE) listed company standards
to assist members of our Board in fully understanding and
effectively implementing their responsibilities while assuring
our on-going commitment to high standards of corporate conduct
and compliance.
We have adopted a Code of Business Ethics and Conduct, referred
to as the Code, which applies to our Board of Directors and all
of our employees and covers all areas of professional conduct,
including customer relations, conflicts of interest, insider
trading, financial disclosure, and compliance with applicable
laws and regulations.
We also have adopted a Senior Financial Executive Code of
Business Ethics and Conduct, referred to as the Senior Financial
Executive Code, which applies to our Chief Executive Officer,
Chief Financial Officer and Corporate Controller. We will
disclose future amendments to, or waivers from, the Senior
Financial Executive Code on the corporate governance section of
our website within four business days of any amendment or waiver.
You may access our Corporate Governance Guidelines, Committee
Charters, Code of Business Ethics and Conduct, Senior Financial
Executive Code of Business Ethics and Conduct, Independence
Policy, and related documents on our website at
www.wesco.com/governance.
Director
Independence
Our Board has adopted independence standards that meet or exceed
the independence standards of the NYSE. Also, as part of our
independence standards, our Board has adopted categorical
standards to assist it in evaluating the independence of each of
its Directors. The categorical standards are intended to assist
our Board in determining whether or not certain direct or
indirect relationships between its Directors and our Company or
its subsidiaries are material relationships for
purposes of the NYSE independence standards. The categorical
standards establish thresholds at which any relationships are
deemed to be material.
In February 2010 the independence of each Director was reviewed,
applying our independence standards. The review considered
relationships and transactions between each Director and his or
her immediate family and affiliates and our management and our
independent registered public accounting firm.
Based on this review, our Board affirmatively determined that
the following Directors have no relationships with our Company
other than as disclosed in this Proxy Statement and are
independent as defined in our categorical standards and
consistent with the independence standards of the NYSE:
Ms. Beach Lin, Mr. Miles, Mr. Morgan,
Mr. Raymund, Mr. Singleton, Mr. Tarr,
Ms. Utter, Mr. Vareschi and Mr. Way.
Ms. Beach Lins relationship described under
Transactions with Related Persons Related
Party Transactions was determined by our Board to be
immaterial because Ms. Beach Lin did not receive any direct
material benefits from her companys ordinary business
transactions with us. Mr. Haley is considered an inside
Director because of his status as our Executive
7
Chairman of the Board and his past employment as our Chief
Executive Officer. Messrs. Engel and Van Oss are also
considered inside Directors because of their employment as
President and Chief Executive Officer and Senior Vice President
and Chief Operating Officer, respectively.
Director
Qualifications
Our Nominating and Governance Committee reviews with the Board
at least annually the qualifications of new and existing Board
members, considering the level of independence of individual
members, together with such other factors, including overall
skills and experience. Each Directors particular and
specific experience, qualifications, attributes or skills which
support their position as a Director on our Board are identified
for each Director on pages 3 to 5.
Director
Diversity
The Nominating and Governance Committee considers various
factors in determining whether to recommend a candidate for
nomination as a Director, including an individuals
aptitude for independent analysis, level of integrity, personal
and professional ethics, soundness of business judgment and
ability and willingness to commit sufficient time to Board
activities. Although the Company does not have a formal written
diversity policy, the Nominating and Governance Committee
consults with the Board to determine the most appropriate
combination of characteristics, skills and experiences for the
Board as a whole with the objective of having a Board whose
members have diverse backgrounds and experiences. The Committee
considers candidates diverse in geographic origin, gender,
ethnic background and professional experience and evaluates each
individual in the context of the individuals potential
contribution to the Board as a whole to best promote the success
of the Companys business, represent stockholder interests
through the exercise of sound judgment and allow the Board to
benefit from the groups diversity of backgrounds and
experiences. The Committee also reviews the characteristics of
various Board members and prospective Board members to ensure
that the Board, as a whole, possesses the experience, expertise
and competencies that are relevant or desirable, such as CEO
experience, financial or marketing expertise, supply chain or
industry experience, mergers and acquisitions experience,
international experience, technology expertise, and operational
or strategy experience, among others. The Committee may also
target prospective candidates for Board members based on their
attributes compared to current Board members to achieve a good
overall Board composition. The Committee applies the same
criteria to all candidates that it considers, including any
candidates submitted by stockholders.
Compensation
Committee Interlocks
None of our executive officers serves as an executive officer
of, or as a member of, the compensation committee of any public
company that has an executive officer, Director or other
designee serving as a member of our Board.
Executive
Sessions and Presiding Director
During 2009, the non-management members of our Board met in
executive session at the conclusion of each regularly scheduled
Board of Directors meeting. Mr. Way presided over
three of these executive sessions, and Mr. Vareschi
presided over two, both as Presiding Director. The Presiding
Director has broad authority to call and conduct meetings of the
independent Directors. He is also responsible for planning and
conducting the annual evaluation of Board performance and
effectiveness.
Succession
Strategy and Board Leadership Structure
On an annual basis, the Board reviews a comprehensive
organizational assessment, including documented performance
reviews, development plans, and succession plans for major
executive positions. The Board also discusses these matters
periodically in executive session. As previously reported, a
major management succession event occurred in 2009 with John J.
Engel being named as President and Chief Executive Officer,
while Roy W. Haley continues to serve during a transition period
of two years as Chairman of the Board. As currently structured,
having separate roles of Chairman of the Board and Chief
Executive Officer benefits the Company by maintaining continuity
of leadership of the Board. The Board considers this structure
to be appropriate at this time and expects to maintain it during
the transition period through the Annual Meeting of the
Stockholders in 2011. The Board will assess periodically whether
the roles should be separated or combined based on its
evaluation of what is in the best interests of the Company and
its stockholders. In addition, the Board has a Presiding
Director,
8
who as the Boards lead independent Director presides over
executive sessions of the Board and is active in setting meeting
agendas.
Communications
with Directors
Our Board has established a process by which stockholders and
other interested parties may communicate with the Board, our
Board Committees,
and/or
individual Directors by confidential
e-mail. Such
communications should be sent in writing to the
e-mail
addresses noted in the corporate governance section of our
website at www.wesco.com/governance under the caption
Contact Our Board.
Our Director of Internal Audit will review all of these
communications on a timely basis and will forward appropriate
communications, (i.e., other than solicitations, invitations,
advertisements, or irrelevant material) to the relevant Board
members on a timely basis.
Stockholders who wish to communicate with our Board in writing
via regular mail should send correspondence to: WESCO
International, Inc., 225 West Station Square Drive,
Suite 700, Pittsburgh, Pennsylvania,
15219-1122,
Attention: Director of Internal Audit.
Our Board members routinely attend our Annual Meeting of
Stockholders. This provides you with additional access to our
Board. Eleven of twelve members of our Board were present at our
2009 Annual Meeting of Stockholders, with one member having had
a conflicting international travel commitment which was approved
by the Board.
Director
Nominating Procedures
Our Nominating and Governance Committee recommends potential
candidates for nomination as Director based on a number of
criteria, including the needs of our Board. Any stockholder who
would like the Nominating and Governance Committee to consider a
candidate for Board membership should send a letter of
recommendation containing:
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The name and address of the proposed candidate;
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The proposed candidates resume or a listing of his or her
qualifications to be a Director on our Board;
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A description of what would make the proposed candidate a good
addition to our Board;
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A description of any relationship that could affect the proposed
candidates ability to qualify as an independent Director,
including identifying all other public company board and
committee memberships;
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A confirmation of the proposed candidates willingness to
serve as a Director if selected by our Nominating and Governance
Committee;
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Any information about the proposed candidate that, under the
federal proxy rules, would be required to be included in our
Proxy Statement if the proposed candidate were a
nominee; and
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The name of the stockholder submitting the proposed candidate,
together with information as to the number of shares owned and
the length of time of ownership.
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You should send the information described above to: WESCO
International, Inc., 225 West Station Square Drive,
Suite 700, Pittsburgh, Pennsylvania,
15219-1122,
Attention: Corporate Secretary. To allow for timely
consideration, recommendations must be received not less than
90 days prior to the first anniversary of the date of our
most recent Annual Meeting. In addition, the Company may request
additional information regarding any proposed candidates.
Boards Role
in Oversight of Risk Management
Management is responsible for risk management, and the
Boards role is to oversee managements efforts in
this area. As part of their regular meetings and deliberations,
the Board and its Committees review and discuss matters of
significance regarding operational, financial and other risks
that are relevant to the Companys business. Strategic
risks and operating risks are monitored by the Board through
discussions regarding the Companys strategic and operating
plans and regular reviews of the Companys operating
performance. The Audit Committee of the Board discusses and
reviews guidelines and policies with respect to risk assessment
and risk management and discusses with management the
Companys major financial risk exposures and the steps
management takes to monitor and control such exposures. In
addition, the Company has an enterprise risk
9
management committee that reviews with the Board significant
risks and associated mitigating factors on an annual basis.
Stockholder
Proposals for 2010 and 2011 Annual Meeting
No stockholder proposals were submitted for consideration by our
Board for the 2010 Annual Meeting.
If you wish to have a stockholder proposal included in the
Companys proxy soliciting materials for the 2011 Annual
Meeting of Stockholders, you must so by our deadline which is
120 days prior to the first anniversary of the mailing of
this Proxy Statement, or December 8, 2010. For any other
business to be properly brought before the 2011 Annual Meeting
by a stockholder, notice in writing must be delivered to the
Company in accordance with the Companys amended and
restated By-Laws not less than 90 days nor more than
120 days prior to the first anniversary of the 2010 Annual
Meeting, or between January 19, 2011 and February 18,
2011. We may be required to include certain limited information
concerning any such proposal in our Proxy Statement so that
proxies solicited for the 2011 Annual Meeting may confer
discretionary authority to vote on that matter. Any stockholder
proposals should be addressed to our Corporate Secretary,
225 West Station Square Drive, Suite 700, Pittsburgh,
Pennsylvania,
15219-1122.
10
BOARD
AND COMMITTEE MEETINGS
Our Board has four standing committees: an Executive
Committee, a Nominating and Governance Committee, an Audit
Committee, and a Compensation Committee. Each Committee operates
under a separate charter, which is available on the corporate
governance section of our website at
www.wesco.com/governance.
The full Board held five meetings in 2009. In accordance with
Board service appointments, each Director attended 75% or more
of the aggregate number of meetings of the full Board held in
2009. In accordance with Committee service appointments, each
Director attended 75% or more of the meetings held by any
committee of our Board on which she or he served.
Executive
Committee
From January 2009 to August 2009, the Executive Committee
consisted of Messrs. Haley, Raymund, Singleton, and
Vareschi, with Mr. Singleton serving as Chairman of the
Committee. From September 2009 to December 2009, the Executive
Committee consisted of Messrs. Engel, Haley, Raymund,
Singleton and Tarr, with Mr. Singleton serving as Chairman
of the Committee. From January 2010 to the present time, the
Executive Committee has consisted of Ms. Beach Lin and
Messrs. Engel, Haley, Raymund, Singleton, Tarr and
Vareschi, with Mr. Vareschi serving as Chairman of the
Committee. At all times, with the exception of
Messrs. Engel and Haley, all Committee members have been
independent Directors according to the independence standards of
the NYSE. The Committee may exercise all the powers and
authority of the Directors in the management of the business and
affairs of our Company and has been delegated authority to
exercise the powers of our Board between Board meetings. Our
Executive Committee met four times during 2009.
Nominating and
Governance Committee
The members of our Nominating and Governance Committee are
required to be, and were at all times, independent under the
independence standards of the NYSE. From January 2009 to August
2009, the Committee consisted of Messes. Beach Lin and Utter and
Messrs. Miles and Tarr, with Mr. Miles serving as
Chairman of the Committee. From September 2009 to the present
time, the Committee has consisted of Messes. Beach Lin and Utter
and Messrs. Miles and Tarr, with Ms. Beach Lin serving
as Chairman of the Committee. The Committee is responsible for
identifying and nominating candidates for election or
appointment to our Board and determining compensation for
Directors. It is also the responsibility of our Nominating and
Governance Committee to review and make recommendations to our
Board with respect to our corporate governance policies and
practices and to develop and recommend to our Board a set of
corporate governance principles. Our Nominating and Governance
Committee held three meetings in 2009.
Audit
Committee
The members of our Audit Committee are required to be, and were
at all times, independent Directors according to the
independence standards of the SEC and the NYSE. From January
2009 to the present time, the Committee consisted of
Messrs. Tarr, Raymund, Morgan and Vareschi, with
Mr. Tarr serving as Chairman of the Committee. Our Board
has determined that Mr. Tarr is an Audit Committee
Financial Expert, as defined under applicable SEC regulations.
Our Audit Committee is responsible, among other things, for:
(a) appointing the independent registered public accounting
firm to perform an integrated audit of our financial statements
and to perform services related to the audit; (b) reviewing
the scope and results of the audit with the independent
registered public accounting firm; (c) reviewing with
management our quarterly and year-end operating results;
(d) considering the adequacy of our internal accounting and
control procedures; (e) reviewing the Annual Report on
Form 10-K;
and (f) reviewing any non-audit services to be performed by
the independent registered public accounting firm and the
potential effect on the registered public accounting firms
independence. Our Audit Committee held six meetings in 2009.
11
Compensation
Committee
The members of our Compensation Committee are required to be,
and were at all times, independent Directors according to the
independence standards of the NYSE. From January 2009 to
December 2009, the Committee consisted of Messes. Beach Lin and
Utter and Messrs. Singleton and Way, with Mr. Way
serving as Chairman of the Committee. From January 2010 to the
present time, the Committee consisted of Messes. Beach Lin and
Utter and Messrs. Singleton and Way, with
Mr. Singleton serving as Chairman. Upon Mr. Ways
retirement in May 2010, Mr. Morgan will become a member of
the Compensation Committee. Our Compensation Committee is
responsible for the review, recommendation and approval of
compensation arrangements for executive officers, for the
approval of such arrangements for other senior level employees,
and for the administration of certain benefit and compensation
plans and arrangements of the Company. Our Compensation
Committee held seven meetings in 2009.
12
SECURITY
OWNERSHIP
The following table sets forth the beneficial ownership of the
Companys Common Stock as of March 24, 2010, by each
person or group known by the Company to beneficially own more
than five percent of the outstanding Common Stock, each
Director, each of the named executive officers, and all
Directors and executive officers as a group. Unless otherwise
indicated, the holders of all shares shown in the table have
sole voting and investment power with respect to such shares. In
determining the number and percentage of shares beneficially
owned by each person, shares that may be acquired by such person
pursuant to options or convertible stock exercisable or
convertible within 60 days of March 24, 2010, are
deemed outstanding for purposes of determining the total number
of outstanding shares for such person and are not deemed
outstanding for such purpose for all other stockholders.
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Shares
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Percent
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Beneficially
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|
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Owned
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Name
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Owned(1)
|
|
|
Beneficially
|
|
|
|
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FMR LLC
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|
|
|
|
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82 Devonshire Street
Boston, MA 02109
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5,512,635
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(2)
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13.0
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%
|
Janus Capital Management LLC
|
|
|
|
|
|
|
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|
151 Detroit Street
Denver, CO 80206
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|
|
3,337,615
|
(3)
|
|
|
7.9
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%
|
Pioneer Global Asset Management S.p.A
|
|
|
|
|
|
|
|
|
Galleria San Carlo 6
Milan, Italy
|
|
|
2,704,458
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(4)
|
|
|
6.4
|
%
|
Snow Capital Management, L.P.
|
|
|
|
|
|
|
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|
2100 Georgetowne Drive, Suite 400
Sewickley, PA 15143
|
|
|
2,269,732
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(5)
|
|
|
5.3
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%
|
Roy W. Haley
|
|
|
1,929,512
|
(6)
|
|
|
4.5
|
%
|
Stephen A. Van Oss
|
|
|
441,075
|
(6)
|
|
|
1.0
|
%
|
John J. Engel
|
|
|
417,500
|
(6)
|
|
|
1.0
|
%
|
Sandra Beach Lin
|
|
|
26,717
|
(6)
|
|
|
*
|
|
George L. Miles, Jr.
|
|
|
32,988
|
(6)
|
|
|
*
|
|
John K. Morgan
|
|
|
13,576
|
(6)
|
|
|
*
|
|
Steven A. Raymund
|
|
|
15,771
|
(6)
|
|
|
*
|
|
James L. Singleton
|
|
|
29,433
|
(6)
|
|
|
*
|
|
Robert J. Tarr, Jr.
|
|
|
60,503
|
(6)
|
|
|
*
|
|
Lynn M. Utter
|
|
|
12,709
|
(6)
|
|
|
*
|
|
William J. Vareschi
|
|
|
38,064
|
(6)
|
|
|
*
|
|
Kenneth L. Way
|
|
|
51,010
|
(6)
|
|
|
*
|
|
Richard P. Heyse
|
|
|
22,750
|
(6)
|
|
|
*
|
|
Andrew J. Bergdoll
|
|
|
29,833
|
(6)
|
|
|
*
|
|
All 24 executive officers and Directors as a group
|
|
|
3,377,339
|
(6)
|
|
|
8.0
|
%
|
|
|
|
|
* |
|
Indicates ownership of less than 1% of the Common Stock. |
|
(1) |
|
The beneficial ownership of Directors set forth in the foregoing
table includes shares of Common Stock payable to any such
Director following the Directors termination of Board
service with respect to portions of annual fees deferred under
the Companys Deferred Compensation Plan for Non-Employee
Directors even though such shares are not deemed currently to be
beneficially owned by the Directors pursuant to
Rule 13d-3.
The foregoing table does not reflect settlement of any options
or stock appreciation rights (SARs) granted to any such Director
under that plan to the extent that those options or SARs may not
be exercised or settled within 60 days of March 24,
2010. |
|
(2) |
|
This information is based solely upon a Schedule 13G/A
filed by FMR LLC, Fidelity Management and Research Company,
Edward C. Johnson 3rd, Pyramis Global Advisors, LLC and Pyramis
Global Advisors Trust Company on February 16, 2010.
Fidelity Management & Research Company
(Fidelity), 82 Devonshire Street, Boston, MA 02109,
a wholly owned subsidiary of FMR LLC and an investment adviser
registered under the Investment |
13
|
|
|
|
|
Advisors Act of 1940, is the beneficial owner of
2,700,298 shares as a result of acting as investment
advisor to various investment companies registered under the
Investment Company Act of 1940. Edward C. Johnson 3rd and FMR
LLC, through its control of Fidelity, each have the power to
dispose of the 2,700,298 shares. Through their ownership of
voting common shares of FMR LLC and a related shareholders
voting agreement, members of the family of Edward C. Johnson
3rd, Chairman of FMR LLC, may be deemed, under the Investment
Company Act of 1940, to form a controlling group with respect to
FMR LLC. Pyramis Global Advisors, LLC (PGALLC), 900
Salem Street, Smithfield, RI 02917, an indirect wholly-owned
subsidiary of FMR LLC and an investment advisor registered under
the Investment Company Act of 1940, is the beneficial owner of
223,249 shares as a result of its serving as investment
advisor to institutional accounts,
non-U.S.
mutual funds or investment companies registered under the
Investment Company Act of 1940. Edward C. Johnson 3rd and FMR
LLC, through its control of PGALLC, each have the power to
direct the voting and dispose of the 223,249 shares.
Pyramis Global Advisors Trust Company (PGATC),
900 Salem Street, Smithfield, RI 02917, an indirect wholly-owned
subsidiary of FMR LLC and a bank as defined in
Section 3(a)(6) of the Securities Exchange Act of 1934, is
the beneficial owner of 2,400,058 shares as a result of its
serving as investment manager of institutional accounts owning
such shares. Edward C. Johnson 3rd and FMR LLC, through its
control of PGATC, each have the power to direct the voting of
2,150,248 shares and direct the disposition of
2,400,058 shares. FIL Limited (FIL), Pembroke
Hall, 42 Crow Lane, Hamilton, Bermuda, which is a qualified
institution under
Rule 13d-1(b)(1)(ii),
is the beneficial owner of 189,030 shares. Partnerships
controlled predominantly by members of the family of Edward C.
Johnson 3rd or trusts for their benefit own shares of FIL voting
stock. FMR LLC reports on a voluntary basis as if all of these
shares are beneficially owned by FMR LLC and FIL on a joint
basis. FIL has sole dispositive power over 189,030 shares
and the sole power to direct the voting of 172,090 shares. |
(3) |
|
This information is based solely upon a Schedule 13G dated
February 16, 2010 filed with the Securities and Exchange
Commission jointly by Janus Capital Management LLC
(Janus Capital); Janus Orion Fund; and INTECH
Investment Management LLC (INTECH), in which Janus
Capital has a direct 91.8% ownership stake (collectively the
Janus Entities). Janus Orion Fund is an investment
company and one of the managed portfolios to which Janis Capital
provides investment advice. The Janus Entities were the
beneficial owner with sole dispositive power and voting power as
to an aggregate of 3,196,615 shares: (i) Janus Capital
was the beneficial owner with sole dispositive power and voting
power as to an aggregate of 3,196,615 shares and shared
voting and dispositive power as to an aggregate of
141,000 shares; (ii) Janus Orion Fund was the
beneficial owner with sole dispositive power and with sole
voting power as to an aggregate of 2,529,540 shares; and
(iii) INTECH was the beneficial owner with shared
dispositive power and shared voting power with Janus Capital as
to an aggregate of 141,000 shares. |
(4) |
|
This information is based solely upon a Schedule 13G dated
February 16, 2010 filed with the Securities and Exchange
Commission jointly by Pioneer Global Asset Management S.p.A. and
Pioneer Investment Management, Inc., whose address is 60 State
Street, Boston, MA 02109 (collectively the Pioneer
Entities). Pioneer Investment Management, Inc. is a direct
subsidiary of Pioneer Global Asset Management and the holding
company incorporating all Pioneer Global Asset Management
S.p.A.s investment management business. The Pioneer
Entities were the beneficial owner with shared dispositive power
and voting power as to an aggregate of 5,280,949 shares:
(i) Pioneer Global Asset Management was the beneficial
owner with shared dispositive power and voting power as to an
aggregate of 2,704,458 shares and (ii) Pioneer
Investment Management, Inc. was the beneficial owner with shared
dispositive and voting power as to an aggregate of
2,576,491 shares. |
(5) |
|
This information is based solely upon a Schedule 13G/A
filed by Snow Capital Management, L.P. (Snow
Capital) with the Securities and Exchange Commission on
January 11, 2010. Snow Capital has sole voting power over
2,269,732 shares and sole dispositive power over
2,296,017 shares. |
(6) |
|
Includes the following shares of Common Stock not currently
owned, but subject to options or SARs which were outstanding on
March 24, 2010 and may be exercised or settled within
60 days thereafter: Mr. Haley, 746,667; Mr. Van
Oss, 357,500; Mr. Engel, 367,500; Ms. Beach Lin,
16,833; Mr. Miles, 16,833; Mr. Morgan, 2,000;
Mr. Raymund, 6,833; Mr. Singleton, 6,833;
Mr. Tarr, 16,833; Ms. Utter, 6,833; Mr. Vareschi,
21,833; Mr. Way, 16,833; Mr. Heyse, 0;
Mr. Bergdoll, 15,533; and all Directors and executive
officers as a group, 1,854,762. |
14
Section 16(a)
Beneficial Ownership Reporting Compliance
Under the federal securities laws of the United States, the
Companys Directors, its executive officers, and any
persons beneficially holding more than ten percent of the
Companys Common Stock are required to report their
ownership of the Companys Common Stock and any changes in
that ownership to the SEC and NYSE. Specific due dates for these
reports have been established. The Company is required to report
in this Proxy Statement any failure to file by these dates. For
the year ended December 31, 2009, there was one late filing
on Form 4 reporting one transaction one day late by Roy W.
Haley, Chairman of the Board.
TRANSACTIONS
WITH RELATED PERSONS
Review and
Approval of Related Person Transactions
Our Company has a written policy and has implemented processes
and controls in order to obtain information from our Directors
and executive officers with respect to related person
transactions and for then determining whether our Company or a
related person has a direct or indirect material interest in the
transaction, based on the facts and circumstances. Our Board
reviews all relationships and transactions between our
Directors, executive officers and our Company or its customers
and suppliers in order to determine whether the parties have a
direct or indirect material interest. Its evaluation includes:
the nature of the related persons interest in the
transaction; material terms of the transaction; amount and type
of transaction; importance of the transaction to our Company;
whether the transaction would impair the judgment of a Director
or executive officer to act in the best interest of our Company;
and any other relevant facts and circumstances. Transactions
that are determined to be directly or indirectly material to our
Company or a related person are disclosed in this Proxy
Statement.
Related Party
Transactions
Celanese Corporation made purchases from us in the amount of
approximately $172,700 of goods and services in the ordinary
course of business and at prevailing market prices during 2009.
Ms. Beach Lin is Corporate Executive Vice President of
Celanese Corporation. Our Company made purchases from our
supplier, Coleman Cable, in the amount of $6.2 million
during 2009 and will make purchases estimated at
$3.4 million during the first quarter of 2010. The Group
Vice President of the Retail Group for Coleman Cable is the
spouse of Mr. Ronald Van, our Vice President of Operations.
The business relationship between us and Coleman Cable has
existed for more than 30 years. These transactions were
approved by our Companys senior management and were
determined by our Board to have no known direct material benefit
to the relevant individuals in these transactions.
15
COMPENSATION
DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis discusses the
Companys compensation philosophy, policies and
arrangements for the 2009 year that are applicable to our
Named Executive Officers (NEOs): Roy W. Haley, John J. Engel,
Stephen A. Van Oss, Richard P. Heyse, and Andrew J. Bergdoll.
This discussion and analysis should be read in conjunction with
the Summary Compensation Table on page 29, its accompanying
footnotes and the additional tables and narrative disclosure
that follows the Summary Compensation Table.
Compensation
Program Overview and Philosophy
The Companys compensation program builds upon the core
philosophies of attracting and retaining high caliber people,
motivating them to achieve the results that create stockholder
value, and rewarding them for successful performance in the
competitive distribution industry.
Our compensation program for NEOs consists of base salary, an
annual cash incentive, a long-term incentive, and health and
welfare benefits. We do not provide post-employment retirement
benefits, retiree health and welfare coverage, or supplemental
executive retirement benefit programs. Our executives have
significant amounts of compensation at risk, with a high
percentage of annual compensation being directly linked to
actual Company performance, Company performance relative to the
prior year, and strategic and operational objectives approved by
the Board at the beginning of each year. Our Compensation
Committee (Committee) believes that this pay for performance
compensation philosophy appropriately motivates our executives
without encouraging unnecessary and excessive risk taking. The
Companys annual incentive compensation is based on various
balanced performance metrics that promote disciplined progress
toward longer-term goals. The Company also has significant stock
ownership guidelines for executive officers which require them
to hold their ownership positions during their service as
executives with the Company. See the Stock Ownership
Guidelines for Directors and Executive Officers section on
page 23.
Compensation
Setting Process
Our Board has delegated to the Committee, composed entirely of
independent, non-employee Directors, the responsibility of
administering executive compensation and benefit programs,
policies and practices. The Committee annually reviews the
performance of the management team relative to financial results
and non-financial measures, including the areas of strategic and
organizational development. The Committee then reviews,
approves, and recommends to the Board (and the Board jointly
approves) the compensation levels for our NEOs on an annual
basis.
Our compensation setting process for NEOs consists of the
following steps:
|
|
|
Reviewing external market data;
|
|
|
Confirming the reasonableness of total compensation awards as
well as the reasonableness of each component of compensation
when compared to peer companies;
|
|
|
Assessing overall Company performance in relation to our
competition and industry circumstances, along with individual
performance, changes in duties and responsibilities, and
strategic and operational accomplishments;
|
|
|
Adjusting base salaries, as appropriate, based on job
performance, leadership, tenure, experience, and other factors,
including market data relative to our peer companies;
|
|
|
Applying consistent practices from year to year for annual cash
incentive award payments based on an evaluation of
pre-established operating and financial performance factors,
non-financial performance criteria, and strategic, operational,
and organizational development objectives; and
|
|
|
Making awards under our long-term incentive plan that reflect
recent performance and an assessment of the future impact each
NEO can have on the long-term success of the Company.
|
For purposes of our annual incentive program, the performance
measures for our NEOs who are corporate officers with
broad-ranging responsibilities across the entire enterprise or
for multiple operating and corporate support functions (i.e.,
Messrs. Engel, Van Oss and Heyse) consist of in the
achievement of earnings before interest, taxes, depreciation and
amortization (EBITDA), free cash flow and return on invested
capital (ROIC) targets, and individual performance objectives.
For purposes of our annual incentive program, the performance
measures for our NEOs who are responsible for leading a more
narrowly focused subset of organizational functions, operating
locations, or market segments (i.e.,
16
Mr. Bergdoll) consist of the achievement of sales, earnings
before interest and taxes (EBIT), and return on invested assets
(ROIA) targets, and individual performance objectives for their
particular areas of responsibility.
The Committee and the Board retain the right to increase or
decrease performance objectives or to make discretionary
adjustments to annual incentive awards to reflect acquisitions,
changes in responsibility, external changes, or unanticipated
business conditions that have a material impact on the fairness
of the previously established performance factors.
Use of
Compensation Consultants
To assist in the compensation setting process, in 2009, the
Committee engaged Hewitt Associates,
LLC(1),
an internationally recognized compensation consulting firm, to
provide information and advice regarding compensation and
benefit levels and incentive plan designs. In particular, the
Committee retained Hewitt to gather market data, prepare
compensation plan reviews, identify general trends and practices
in executive compensation programs, perform a study of the
compensation of senior management at comparable peer companies,
and furnish its input regarding the compensation and incentives
of the Chief Executive Officer and other highly compensated
executives. In 2009, the Committee met in executive session,
with no management present, on four occasions with Hewitt
consultants to review reports and analyses and to discuss
executive compensation trends and developments. In addition, the
Committee sought the recommendation of the Chief Executive
Officer regarding the other NEOs relative to compensation
adjustments and individual performance objectives he believed
would be appropriate to achieve the Companys strategic and
operational goals. Neither the Company nor the Committee
utilized Hewitt for any additional services which exceeded
$120,000.
Peer Group
Comparison
In 2009, the Committee reviewed analyses of compensation paid by
companies in our comparison group through the use of marketplace
compensation profiles prepared by Hewitt. At the
Committees request, Hewitt conducted a comprehensive
review of the peer group used in prior years and, upon review,
recommended no changes to the previous years peer group
for 2009 as it continued to accurately reflect the companies
with which the Company competes for executive talent. Based upon
compensation analyses drawn from its extensive proprietary
database of compensation data of public and private companies,
Hewitt compared our compensation program to a peer group of
comparably sized, industrial distribution companies, other large
distributors, wholesalers, retailers and industrial product
manufacturers which are potential competitors for executive
talent of interest to WESCO.
The current peer group includes the following 45 companies:
COMPANY
NAME
Andersen Corporation
Applied Ind. Technologies
AutoZone, Inc.
Avis Budget Group
Belk, Inc.
Big Lots, Inc.
Boise Cascade LLC
Boise, Inc.
BorgWarner
Brinker International, Inc.
Camron International Corporation
Corn Products Intl Inc.
Cooper Industries, Inc.
Darden Restaurants, Inc.
Dover Corporation
Ecolab
FMC Technologies
General Parts International, Inc.
Hubbell Incorporated
Hy-Vee, Inc.
Kohler Company
Lennox International Inc.
Molson Coors Brewing Co.
NCR Corporation
Pitney Bowes Inc.
Praxair, Inc.
Rockwell Automation
Ross Stores, Inc.
Ryder System, Inc.
Sauer-Danfoss, Inc.
Schneider National, Inc.
Smurfit-Stone Container Corporation
Sonoco Products Company
Spartan Stores, Inc.
NewPage Corporation
OfficeMax Incorporated
Temple-Inland Inc.
The Bon-Ton Stores, Inc.
The Pantry, Inc.
Thomas & Betts Corp.
Trane Inc.
United Stationers Inc.
Vulcan Materials Company
W.W. Grainger, Inc.
Waste Management, Inc.
(1) In February 2010, Hewitt partially divested the group,
which is now Meridian Compensation Partners, LLC.
17
Information from this database makes it possible to evaluate and
assess compensation for numerous executive positions that are
not included in proxy statement reporting. To adjust for a
variation in size among our Company and the companies in our
comparison group, Hewitt uses regression analysis techniques to
adjust the compensation data for differences in peer group
company revenues. This median level adjusted value is used as
the basis to compare our compensation with peer companies.
Management
Succession Plan
The Board has a succession planning process in which it
considers and reviews succession plans for executive positions
annually. The Company implemented a management succession plan,
effective September 1, 2009. Under this succession plan,
John J. Engel, previously the Companys Senior Vice
President and Chief Operating Officer, became the Companys
President and Chief Executive Officer. Roy W. Haley, previously
the Companys Chairman of the Board and Chief Executive
Officer, will remain as Chairman of the Board until the
completion of his current term as a member of the Board of
Directors in May 2011. In addition, Stephen A. Van Oss,
previously the Companys Senior Vice President of Finance
and Administration and Chief Financial Officer, assumed the
responsibilities of Senior Vice President and Chief Operating
Officer. Also, during June 2009, Mr. Richard P. Heyse
joined the Company as Vice President and Chief Financial Officer.
Base
Salaries
Base salaries are intended to provide our NEOs with a level of
competitive cash compensation that is critical for retention and
appropriate given their accomplishments and position and
responsibilities with the Company. Salaries for executives are
reviewed annually. The Committee reviews detailed individual
salary history for approximately the 25 highest paid executives
and compares their base salaries to salaries for comparable
positions at companies within our peer group. Hewitt provides
market data as a means to assess external compensation practices
and trends for companies in our peer group. From time to time
(and not necessarily on an annual basis), the Committee adjusts
base salaries for executive officers to reflect performance,
changes in job scope, and competitive pay practices of companies
in our peer group based on the
50th
percentile of base salaries for comparable positions in
Hewitts peer group analyses.
In 2009, the Committee recommended and the Board approved
promotions for Mr. Engel to President and Chief Executive
Officer, and Mr. Van Oss to Chief Operating Officer. To
recognize the increase in job scope, Mr. Engels base
salary was adjusted to an annualized rate of $725,000 and
Mr. Van Oss base salary was adjusted to an annualized
rate of $600,000. Mr. Haleys base salary remained at
an annualized rate of $865,000 during 2009. As described on
page 24, it will be reduced to an annualized rate of
$600,000 from July 1, 2010 through June 30, 2011 to
reflect the implementation of the management succession plan.
Mr. Heyses base salary was set at an annualized rate
of $325,000 upon his joining the Company in June 2009. The base
salary for Mr. Bergdoll was $250,000 during the year, which
was unchanged from the prior year.
Mr. Engel, the President and Chief Executive Officer, makes
base salary recommendations to the Committee for all of the
NEOs, excluding himself. In determining adjustments to base
salaries, the Committee considers Company performance,
prevailing economic conditions, base salaries of recent
additions to management, performance assessments, changes in
duties and responsibilities, comparable salary practices of
companies within our peer group, the recommendation of
Mr. Engel (in the case of the other NEOs), and any other
factors the Committee deems relevant.
Annual Cash
Incentive Bonuses
Our practice is to award cash incentive bonuses for achievement
of our strategic, financial, operational, and human resources
development objectives. Short-term incentives are designed to
provide compensation that approximates the 50th percentile of
our peer group for achieving planned performance objectives and
acknowledges exceptional performance with awards that are above
the 50th
percentile.
Annually, the Board reviews and approves the Companys
performance criteria and financial and operational targets for
the upcoming year. Our cash incentive bonuses for NEOs are based
on absolute performance
and/or
improvements over the prior year for sales, profitability, free
cash flow, ROIA or ROIC, and for the successful achievement of
leadership expectations and individual performance objectives.
They are based on both quantitative performance targets and
qualitative or subjective performance goals, and the Board has
the ability to
18
make discretionary awards. Under the terms of
Mr. Haleys amended and restated employment agreement,
he is not eligible for a cash incentive bonus.
The performance measures we used to determine annual cash
incentive bonuses for Messrs. Engel, Van Oss and Heyse, the
relative weightings of such measures, and the related payout as
a percentage of opportunity are reflected below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payout Percent of
|
Performance Measure
|
|
Weighting
|
|
|
Percent Achievement
|
|
Maximum
Opportunity(1)
|
|
Earning Before
|
|
|
|
|
|
< 85%
|
|
0%
|
Interest Taxes
|
|
|
25
|
%
|
|
85% to 100%
|
|
Up to 50%
|
Depreciation and
|
|
|
|
|
|
>100% to 115%
|
|
Between 50% and 100%
|
Amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
< 85%
|
|
0%
|
Free Cash Flow
|
|
|
25
|
%
|
|
85% to 100%
|
|
Up to 50%
|
|
|
|
|
|
|
>100% to 115%
|
|
Between 50% and 100%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
< 85%
|
|
0%
|
Return on Invested Capital
|
|
|
25
|
%
|
|
85% to 100%
|
|
Up to 50%
|
|
|
|
|
|
|
>100% to 115%
|
|
Between 50% and 100%
|
|
|
|
|
|
|
<25%
|
|
0%
|
Individual Performance
|
|
|
25
|
%
|
|
25% to 100%
|
|
Up to 100%
|
|
|
|
|
|
|
|
|
|
Total (as a percent of Opportunity)
|
|
|
100
|
%
|
|
|
|
0% to 100%
|
|
|
|
(1) |
|
Amounts interpolated, as appropriate. |
For 2009, the cash incentive bonuses for each NEO were
determined as follows:
Mr. Engel received a 2009 cash incentive bonus of $450,000,
which was based on a base salary of $535,000 for eight months of
the year with a maximum incentive payout percentage opportunity
of 100% and a base salary of $725,000 for four months of the
year with a maximum incentive payout percentage opportunity of
200%. Thus, in dollars, his maximum bonus opportunity was
$840,000 (i.e., $535,000 x 8/12 x 100% plus $725,000 x 4/12 x
200%). The actual achievement of each of the financial
components in the chart above was: (1) the Earnings Before
Interest, Taxes, Depreciation and Amortization
(EBITDA) payout percentage was 0%, since 2009 EBITDA
of $206 million represented an actual achievement level of
75.8%, which was below the 85% threshold; (2) the Free Cash
Flow payout percentage was 100%, since 2009 actual Free Cash
Flow of $278.7 million represented an achievement level of
123%; and (3) the Return on Invested Capital
(ROIC) payout percentage was 12.5%, since the actual
level of 8.1% represented an 88% achievement level. For the
fourth component of individual achievement, which represents the
Committees overall review and qualitative assessment of
performance and accomplishments during the year, the Committee
awarded 100% in recognition of Mr. Engels efforts in
managing an effective succession plan transition, continuing to
develop and refine the Companys strategy, managing the
Companys cost structure consistent with sales activity and
declining end market conditions, accelerating execution of the
Companys sales and marketing initiatives, and enhancing
operational effectiveness and talent management. Thus,
Mr. Engels total cash incentive bonus of $450,000 for
2009 was calculated by multiplying $840,000 by [(25% weighting x
0% for EBITDA) + (25% weighting x 100% for Free Cash Flow) +
(25% weighting x 12.5% for ROIC) + (25% weighting x 100% for
individual performance)], or approximately $446,250, which was
rounded to $450,000.
Mr. Van Oss received a 2009 cash incentive bonus of
$325,000, which was based on a base salary of $535,000 for eight
months of the year with a maximum incentive payout percentage
opportunity of 100% and a base salary of $600,000 for four
months of the year with a maximum incentive payout percentage
opportunity of 160%. Thus, in dollars, his maximum bonus
opportunity was $676,667 (i.e., $535,000 x 8/12 x 100% plus
$600,000 x 4/12 x 160%). Mr. Van Oss total cash
incentive bonus of $325,000 was calculated by multiplying
$676,667 by [(25% weighting x 0% for EBITDA) + (25% weighting x
100% for Free Cash Flow) + (25% weighting x 12.5% for ROIC) +
(25% weighting x approximately 80% for individual performance)],
or approximately $325,000 in total. The portion for individual
performance, which represents the Committees overall
review and qualitative assessment of
19
performance and accomplishments during the year, was based on
the Committees recognition of Mr. Van Oss
efforts in completing an operations transition and assimilation
plan, managing the Companys cost structure consistent with
sales activity and declining end market conditions,
strengthening the capital structure by reducing debt levels and
improving liquidity, continuing to develop and refine the
Companys acquisition pipeline, enhancing operational
effectiveness, and improving the control environment.
Mr. Heyse received a 2009 cash incentive bonus of $100,000.
He was employed by the Company for approximately 6.5 months
of the year at a base salary of $325,000 with a maximum
incentive payout percentage opportunity of 100%. Thus, in
dollars, Mr. Heyses maximum bonus opportunity was
$176,042 (i.e., $325,000 x 6.5/12 x 100%). His total cash
incentive bonus of $100,000 was calculated by multiplying
$176,042 by [(25% weighting x 0% for EBITDA) + (25% weighting x
100% for Free Cash Flow) + (25% weighting x 12.5% for ROIC) +
(25% weighting x 100% for individual performance)], or
approximately $93,522 in total, which was rounded to $100,000.
The portion for individual performance, which represents the
Committees overall review and qualitative assessment of
performance and accomplishments during the year, was based on
the Committees recognition of Mr. Heyses
efforts in managing credit exposure, tax planning, enterprise
risk management, completing the Chief Financial Officer
orientation and assimilation plan, improving the control
environment, strengthening the capital structure by reducing
debt levels and improving liquidity, and completing the
implementation of certain financial information technology
systems.
The performance measures used to determine the annual cash
incentive bonus for Mr. Bergdoll are linked to the
performance results of the operating locations and market
segments for which he is responsible. These measures, their
relative weightings, and the related payout as a percentage of
opportunity are reflected below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payout Percent of
|
Performance Measure
|
|
Weighting
|
|
|
Achievement
|
|
Maximum
Opportunity(1)
|
|
|
|
|
|
|
|
<5%
|
|
0%
|
Earnings Before
|
|
|
40
|
%
|
|
5% to 10%
|
|
Up to 100%
|
Interest and Taxes
|
|
|
|
|
|
10% or more
|
|
100%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
<20%
|
|
0%
|
Return on Invested Assets
|
|
|
20
|
%
|
|
20% or more
|
|
Up to 100%
|
|
|
|
|
|
|
< Threshold %
|
|
0%
|
Sales
|
|
|
20
|
%
|
|
Threshold % or more
|
|
Up to 100%
|
|
|
|
|
|
|
|
|
|
Individual Performance
|
|
|
20
|
%
|
|
<25%
|
|
0%
|
|
|
|
|
|
|
25% to 100%
|
|
Up to 100%
|
Total (as a percent of Opportunity)
|
|
|
100
|
%
|
|
|
|
0% to 100%
|
|
|
|
(1) |
|
Amounts interpolated, as appropriate. |
Mr. Bergdoll received a 2009 cash incentive bonus of
$110,000. His base salary during the year was $250,000 with a
maximum payout percentage opportunity of 100%, or $250,000. The
actual achievement of each of the financial components in the
chart above was: (1) Earnings Before Interest and Taxes was
within the 5% to 10% range, which yielded a payout percentage of
50%; (2) Return on Invested Assets was in excess of 20% and
yielded a payout percentage of 50%; and (3) the Sales
payout percentage was 0%, since sales declined during the year
to less than the threshold percentage, which was 93% of the
prior years sales. His total cash incentive bonus was
calculated by multiplying $250,000 by [(40% weighting x 50% for
Earnings Before Interest and Taxes) + (20% weighting x 50% for
Return on Invested Assets) + (20% weighting x 0% for Sales) +
(20% weighting x 70% for individual performance)]. The portion
for individual performance, which represents an overall review
and qualitative assessment of performance and accomplishments
during the year, was based on the recognition of
Mr. Bergdolls efforts in improving results in a
declining sales environment, managing customer and supplier
relationships, reorganizing the business to gain efficiencies
and developing new business models to position the business for
growth. The various target performance levels for the operating
locations and market segments for which Mr. Bergdoll is
responsible, including those relating to Earnings Before
Interest and Taxes, sales performance, Return on Invested Assets
and individual performance, are set so that the relative
difficulty of achieving the target level is consistent from year
to year. The objective is to achieve target, on average over a
20
period of years, but to make it very difficult to achieve the
maximum payout in any given year. In each of 2008 and 2009,
Mr. Bergdoll received 44% of his maximum incentive payout
opportunity.
Long-term Incentives
The Company has four long-term incentive award plans: the WESCO
International, Inc. 1999 Long-Term Incentive Plan (referred to
as LTIP), the WESCO International, Inc. 1998 Stock Option Plan,
the CDW Holding Corporation Stock Option Plan for Branch
Employees, and the CDW Holding Corporation Stock Option Plan.
The LTIP was designed to be the successor plan to all prior
plans. Outstanding options under prior plans continue to be
governed by their existing terms, which are substantially
similar to the LTIP.
The Board has delegated to the Committee responsibility for
determining eligibility, granting equity and other long-term
awards, and administering the LTIP. The Committee may grant
stock options, SARs, restricted stock, restricted stock units,
performance awards, and other incentive awards under the LTIP.
Our officers and employees, including all of the NEOs, are
eligible to receive LTIP awards.
The Company annually provides long-term incentives to NEOs and
other key managers in order to encourage retention and reward
sustained improvement. The Companys long-term incentives
have historically been stock-based. Stock-based compensation is
considered in establishing the overall compensation level, but
is not used formulaically to adjust other forms or amounts of
compensation.
Equity awards in 2009 consisted of stock appreciation rights
(SARs) and restricted stock units (RSUs). SARs act as a
retention vehicle and encourage management to achieve long-term
value creation goals as they only have value to the recipient if
the stock price appreciates, benefiting all stockholders. SARs
entitle the participant to receive, upon exercise, a value equal
to (i) the excess of the fair market value of a share of
Common Stock on the exercise date over the exercise price of the
SARs, times (ii) the number of shares of Common Stock with
respect to which the SARs are exercised. Upon exercise of a SAR,
payment is made in shares of Common Stock. The 2009 SARs vest
ratably over three years. RSUs also encourage management to
achieve long-term value creation goals and serve as a retention
vehicle. RSUs cliff vest after three years.
Grants of SARs and RSUs to the NEOs are allocated from a total
number of SARs authorized and issued by the Committee each year.
For 2009, the Committee authorized a total issuance of 801,531
SARs. The authorized awards were approximately equal to 2% of
the outstanding stock of the Company. With respect to the NEOs
other than himself, the Chief Executive Officer makes grant
recommendations to the Committee based on each individual
executives expected long-term contributions to the value
creation of the Company and consideration of peer data from
Hewitt. The Committee considers the Chief Executive
Officers recommendations and Hewitts analysis in
making its grant determinations. With respect to the Chief
Executive Officer, the Committee determines (without the input
of the Chief Executive Officer) the amount of his grant, which
it then recommends to the Board for approval.
Our philosophy is to grant SARs or RSUs having an economic value
(based on the Companys standard stock award assumptions
for accounting purposes) which approximates the
50th percentile of grants by companies in our peer group.
We believe this target allows us to attract, motivate and retain
the executive talent necessary to develop and execute our
business strategy. The Committee has discretion and authority to
increase or decrease actual awards given in any year to reflect
specific circumstances and performance. It has been the recent
practice of the Compensation Committee to issue equity awards
annually, on or about July 1st of each year. Awards
are generally determined several weeks prior to the grant date,
which we set to occur on a date that does not conflict with any
material events that are likely to positively or negatively
affect the stock price. Our Insider Trading Policy prohibits
Directors and Officers from engaging in hedging transactions
that involve Company securities.
21
In 2009, we granted SARs awards to approximately
127 employees. The SARs and RSUs grants to our NEOs in 2009
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SARs
|
|
RSU Cliff-
|
|
|
SAR
|
|
RSU
|
|
|
|
Grant
|
|
Expiration
|
|
Vesting
|
NEO
|
|
Awards
|
|
Awards
|
|
Grant Date
|
|
Price(1)
|
|
Date
|
|
Date
|
|
Haley
|
|
0
|
|
157,667
|
|
7/1/09
|
|
$25.37
|
|
N/A
|
|
2012
|
Engel
|
|
150,673
|
|
16,555
|
|
7/1/09
|
|
$25.37
|
|
7/1/2019
|
|
2012
|
Van Oss
|
|
107,623
|
|
11,825
|
|
7/1/09
|
|
$25.37
|
|
7/1/2019
|
|
2012
|
Heyse(2)
|
|
0
|
|
0
|
|
7/1/09
|
|
$25.37
|
|
N/A
|
|
2012
|
Bergdoll
|
|
17,940
|
|
1,975
|
|
7/1/09
|
|
$25.37
|
|
7/1/2019
|
|
2012
|
|
|
|
(1) |
|
Represents the exercise price for the SARs granted and the RSUs
at issuance price, which was the closing price of our Company
stock on the July 1, 2009 grant date in accordance with
Compensation Committee action on June 19, 2010. |
|
(2) |
|
Mr. Heyse joined the Company on June 15, 2009 and thus
did not receive a grant on July 1, 2009. For SAR grants to
Mr. Heyse pursuant to the grant provisions described on
page 24, see the tables on pages 33 and 34. |
Retirement Savings
Our Company maintains a 401(k) Retirement Savings Plan for all
eligible employees, including the NEOs. In 2009, the Company
provided two types of 401(k) plan contributions with respect to
eligible employees. The Company matched employee contributions
at a rate of $0.50 per $1.00 up to 6% of eligible compensation.
On August 1, 2009 the match was temporarily suspended, but
was reinstated on January 1, 2010 for all employees except
for a small group of senior executives. Additionally, a
discretionary Company contribution was made by the Compensation
Committee in 2009 relating to the plan year ending in December
2008. The Company has made discretionary contributions in seven
of the past twelve years. When discretionary payments are made
to the 401(k) plan, the contribution amount is based on age and
years of service and varies from 1-7% of an employees
annual base salary. For the plan year ending in December 2008,
the NEOs received discretionary payments in the 401(k) plan,
which was paid on May 1, 2009, subject to a $2,100 cap.
There will be no discretionary payment for the plan year ending
in December 2009.
We also maintain an unfunded deferred compensation plan for a
group of qualifying management or highly compensated employees,
including the NEOs, under certain provisions of the Employee
Retirement Income Security Act of 1974, as amended (ERISA).
Participants may defer a portion of their salary and are
eligible for a Company match at a rate of $0.50 per $1.00 up to
6% of eligible compensation less any Company match paid under
the Retirement Savings Plan. On August 1, 2009 the match
was temporarily suspended, but was reinstated on January 1,
2010 for all employees except for a small group of senior
executives. Earnings are credited to employees accounts
based on their selection from offered investment funds.
Notwithstanding any provision of the Deferred Compensation Plan
or benefit election made by any participant deemed to be a key
employee, benefits payable under the Deferred Compensation Plan
will not commence until six months after the key employees
separation from employment. See the Non-Qualified Deferred
Compensation table on page 31 for more information
regarding the NEOs benefits under the Deferred
Compensation Plan.
Our Company does not have a defined benefit or supplementary
retirement plan nor does it provide for post-retirement health
benefits.
Health and Welfare Benefits
We provide health benefits to all full-time permanent employees,
including the NEOs, who meet the eligibility requirements.
Employees pay a portion of the cost of healthcare on an
increasing scale correlated to higher annual incomes.
Accordingly, the NEOs share of the cost of benefit
coverage under our plan is higher than other employees. Our
health and welfare benefits are evaluated periodically by
external benefits consultants to assess plan performance and
costs and to validate that benefit levels approximate the median
value provided to employees of peer companies.
22
Perquisites
During 2009, the Company provided a limited number of
perquisites to the NEOs. They primarily consist of a vehicle
allowance and club memberships. The Compensation Committee
determined that it is in the Companys best interest to
continue providing these perquisites in order to offer a
competitive pay package. See the All Other
Compensation table on page 30 for more information
regarding the perquisites given to our NEOs.
Stock Ownership Guidelines for Directors and Executive
Officers
Our Board has adopted stock ownership guidelines for all
Directors and certain executive officers. Directors are expected
to acquire beneficial ownership of an amount of equity in our
Company with an initial value of at least two times their annual
retainer. Directors are asked to hold these initially acquired
ownership positions during their service as Directors. Our Board
has asked the Directors to satisfy this guideline within three
years from initial election to our Board. Also, our Chief
Executive Officer and each Senior Vice President and Vice
President are expected to acquire beneficial ownership of an
amount of equity in our Company in accordance with Committee
approved guidelines. These officers are asked to acquire their
initial ownership positions within three years of their
appointment and to hold these initial ownership positions during
their service as executives of the Company. For the Chief
Executive Officer the ownership guideline is four times his
annual base salary. The guideline for Senior Vice Presidents and
Vice Presidents is two times annual base salary. All of our NEOs
have acquired or are acquiring equity in accordance with the
guidelines. See Security Ownership on page 13
for more information on their ownership positions.
Chief Executive Officer Compensation
Mr. Engels compensation is higher than the
compensation of other NEOs due to the broad scope of his
responsibilities as Chief Executive Officer, including executive
leadership in the articulation and promotion of the
Companys vision, goals and values, the development and
execution of the Companys long-term strategy, his
accountability for its financial results, the development and
motivation of the senior management team, ensuring the
recruitment, training and development of adequate human
resources to meet the needs of the Company and service as the
principal spokesperson for the Company in communicating with
stockholders, employees, customers, suppliers, and our Board and
Board committees. Mr. Engels base salary is
approximately 75% of the median for the Companys peer
group, and his target total compensation for 2009, including
salary, cash incentive bonus and equity grants, is approximately
67% of the median.
Employment,
Severance or Change in Control Arrangements
In connection with the management succession plan, and in
recognition of the increase in Mr. Engels
responsibilities effective September 1, 2009, the Company
and Mr. Engel amended Mr. Engels employment
agreement to provide for, among other things, an annual base
salary of $725,000, with a target bonus of 100% of base salary
and a bonus opportunity of up to 200% of his base salary.
Mr. Engel also received long-term equity-based incentives
under the Companys Long-Term Incentive Plan as determined
by the Committee, and such long-term incentives had an
approximate grant date value on or about July 1, 2009 of
$2.1 million. In the event that prior to a change in
control Mr. Engels employment is terminated by the
Company without cause or by Mr. Engel for good reason, he
will be entitled to receive monthly cash payments for
24 months in an amount equal to his monthly base salary as
of the termination date, a lump sum cash amount equal to his
target annual incentive opportunity for the year in which he was
terminated and accelerated vesting of all stock-based awards,
exercisable for up to 18 months, except for performance
based awards where operational or performance criteria have not
been met. If such termination occurs within two years after a
change in control, Mr. Engel will instead be entitled to
receive, (i) a lump sum cash payment equal to two times the
sum of his annual base salary and his annual target incentive
opportunity as of the termination date, (ii) a
gross-up
payment to offset certain excise taxes, if any,
(iii) prorated incentive compensation for the year in which
he was terminated and (iv) accelerated vesting of all
stock-based awards, exercisable for up to 18 months, except
for performance-based awards where operational or performance
criteria have not been met. See Potential Payments Upon
Termination on page 39 for additional information.
The amended employment agreement has a term of three years and
thereafter is subject to one-year automatic extensions.
Mr. Engel is subject to confidentiality obligations during
the term of his employment and for five years thereafter. He is
bound by restrictive covenants in the form of non-competition
and
23
non-solicitation of employees and customers during the term of
his employment and for a period of two years thereafter.
Similarly, in recognition of the increase in his
responsibilities effective September 1, 2009, the Company
and Mr. Van Oss amended Mr. Van Oss employment
agreement to provide for, among other things, an annual base
salary of $600,000, with a target bonus of 80% of base salary
and a bonus opportunity of up to 160% of his base salary.
Mr. Van Oss also received long-term equity-based incentives
under the Companys Long-Term Incentive Plan as determined
by the Committee, and such long-term incentives had an
approximate grant date value of $1.5 million for 2009. In
the event that prior to a change in control Mr. Van
Oss employment is terminated by the Company without cause
or by Mr. Van Oss for good reason, he will be entitled to
receive monthly cash payments for 24 months in an amount
equal to his monthly base salary as of the termination date, a
lump sum cash amount equal to his target annual incentive
opportunity for the year in which he was terminated and
accelerated vesting of all stock-based awards, exercisable for
up to 18 months, except for performance-based awards where
operational or performance criteria have not been met. If such
termination occurs within two years after a change in control,
Mr. Van Oss will instead be entitled to receive, (i) a
lump sum cash payment equal to two times the sum of his annual
base salary and his annual target incentive opportunity as of
the termination date, (ii) a
gross-up
payment to offset certain excise taxes, if any,
(iii) prorated incentive compensation for the year in which
he was terminated and (iv) accelerated vesting of all
stock-based awards, exercisable for up to 18 months, except
for performance-based awards where operational or performance
criteria have not been met. See Potential Payments Upon
Termination on page 41 for additional information.
The amended employment agreement has a term of three years and
thereafter is subject to one-year automatic extensions.
Mr. Van Oss is subject to confidentiality obligations
during the term of his employment and for five years thereafter.
He is bound by restrictive covenants in the form of
non-competition and non-solicitation of employees and customers
during the term of his employment and for a period of two years
thereafter.
The Company and Mr. Haley amended his employment agreement
to reflect, among other things, his new position and
compensation arrangements. Mr. Haleys compensation as
Chairman of the Board, which will remain at $865,000 through
June 30, 2010, will be reduced to $600,000 for the period
July 1, 2010 through June 30, 2011. Mr. Haley
will also receive two grants of RSUs (or equivalent value) that
will each vest over a three-year period. The first grant of RSUs
was made in July 2009 and had an approximate grant date value of
$4.0 million. The second grant will be made on or about
July 1, 2010 and have an approximate grant date value of
$2.6 million. In the event that Mr. Haleys
employment is terminated by the Company without cause or by
Mr. Haley for good reason or by reason of
Mr. Haleys death or disability, he will be entitled
to receive his unpaid base salary until June 2011. In addition,
upon such termination all of Mr. Haleys stock-based
awards will become immediately vested and exercisable for up to
24 months. In the event of Mr. Haleys
retirement, his stock-based awards will become immediately
vested and exercisable for up to 36 months. Mr. Haley
is subject to confidentiality obligations during the term of his
employment and for five years thereafter. He is bound by
restrictive covenants in the form of non-competition and
non-solicitation of employees and customers during the term of
his employment and for a period of two years thereafter.
Mr. Heyses annual base salary is $325,000, with a
target bonus of 50% of his base salary and a bonus opportunity
of up to 100% of his base salary, and his bonus for 2009 was
guaranteed to be at least $75,000. He also received a one-time
sign-on bonus of $50,000, repayable on a pro-rata basis if he
terminates his employment without good cause or the Company
terminates his employment for good reason within one year of
June 15, 2009. Mr. Heyse is also entitled to receive
SARs equity grants equal to the number of shares he purchases
for long-term investment within the first twelve months of
employment (up to the equivalent of three times his annual base
salary) at a strike price set at the closing price on the date
of purchase on the open market in one or more transactions, not
to exceed three trading days. Mr. Heyse will be entitled to
receive a severance payment equal to one years base salary
if he is terminated by the Company without cause or if he
terminates his employment for good reason.
During 2007, our Board adopted the WESCO Distribution, Inc. 2007
Severance Plan which provides severance benefits to all eligible
employees, not limited to executives. In accordance with the
WESCO Distribution, Inc. 2007 Severance Plan, in the event of an
involuntary not for cause termination, an eligible employee
would receive severance payments of up to 52 weeks of base
pay based on the employees completed years of service.
Under this plan, Mr. Bergdoll would be entitled to benefits
in the amount of $14,423. Additionally, in accordance with the
24
agreements governing option, SAR and RSU grants for all
employees who have received equity awards, in the event of a
change in control, all equity awards would become fully vested
for Mr. Bergdoll, and assuming a change in control date of
December 31, 2009, would result in compensation for
Mr. Bergdoll of $82,766.
Deductibility of Executive Compensation
The Company intends for compensation paid to its executive
officers to be within the limits of, or exempt from, the
deductibility limits of Section 162(m) of the Internal
Revenue Code and expects that all compensation will be
deductible. However, the Company reserves the right to pay
compensation that is not deductible if it determines that to be
in the best interests of the Company and its stockholders.
Section 162(m) generally imposes a $1 million limit on
the amount that a public company may deduct for compensation
paid to the Companys named executive officers who are
employed as of the end of the year. This limitation does not
apply to compensation that meets the requirements under
Section 162(m) for qualifying performance-based
compensation (i.e., compensation paid only if the
individuals performance meets pre-established objective
goals based on performance criteria). For 2009, the payments for
the annual incentive awards were designed to satisfy the
requirements for deductible compensation. As required under
applicable tax laws, the Company generally must obtain
shareowner approval every five years of the material terms of
the performance goals for qualifying performance-based
compensation.
COMPENSATION
COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the
foregoing Compensation Discussion and Analysis with management
and, based on that review and those discussions, it recommended
to the Board of Directors that the foregoing Compensation
Discussion and Analysis be included in our Proxy Statement, and
incorporated by reference in our Annual Report on Form
10-K for the
year ended December 31, 2009.
Respectfully
Submitted:
The
Compensation Committee
James L. Singleton, Chairman
Sandra Beach Lin
Lynn M. Utter
Kenneth L. Way
25
DIRECTOR
COMPENSATION
Independent members of the Board of Directors receive
compensation in the form of an annual retainer and an annual
equity award. Directors have the ability to defer 25% to 100% of
the retainer. Deferred amounts are converted into stock units
and credited to an account in the Directors name using the
average of the high and low trading prices of our Common Stock
on the first trading day in January of that year. During 2009,
non-employee Directors received an annual retainer of $50,000,
payable in shares of our Common Stock or a combination of cash
and shares of our Common Stock (of which a maximum of 50% may
consist of cash) at each Directors election. The Chair of
our Audit Committee receives an additional fee of $10,000
payable annually. In addition to the retainer, non-employee
Directors are reimbursed for travel and other reasonable
out-of-pocket
expenses related to attendance at Board and Committee meetings.
Directors receive no additional compensation for Board or
Committee meeting attendance. Members of our Board who are also
our employees do not receive compensation for their services as
Directors.
In addition, as of each July 1, each continuing
non-employee Director receives an equity grant. For 2009,
Directors received a grant of non-qualified SARs and RSUs. The
exercise price of the SARs is equal to the fair market value per
share of our Common Stock on the date of grant. A non-employee
Directors equity awards granted through 2007 vest on the
third anniversary of the date of grant. SARs granted since 2007
vest in one-third increments on the anniversary date of the
grant. RSUs granted in 2009 vest on the third anniversary of the
date of the grant. If a Directors Board service ends as a
result of a scheduled Board term expiration, then all of the
Directors equity will vest in full. If a Directors
Board service is terminated prior to a normal termination or
re-election date, then unvested equity is forfeited. It was
determined at the June 19, 2009 meeting of the Executive
Committee of the Board to award 6,100 SARs and 675 RSUs to each
Director for 2009. The SARs and RSUs awarded July 1, 2009,
have a grant price of $25.37, the closing price of our Common
Stock on July 1, 2009. The expiration date is July 1,
2019.
Distribution of deferred stock units will be made in a lump sum
or in installments, in the form of shares of our Common Stock,
in accordance with the distribution schedule selected by the
Director at the time the deferral election is made. All
distributions will be made or begin as soon as practical after
January 1 of the year following the Directors termination
of Board service.
In February 2010, the Board approved an increase in the annual
retainer amount to $70,000 for 2010. The retainer amount had not
been adjusted since 2005. A $20,000 increase had been previously
approved by the Board, and such approval was rescinded in 2009
due to economic conditions and cost savings actions.
26
DIRECTOR
COMPENSATION FOR 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned
|
|
|
|
|
|
|
|
|
|
|
|
|
or Paid
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
in
Cash(1)
|
|
|
Stock
Awards(2)(4)
|
|
|
Equity
Awards(3)(4)
|
|
|
Total
|
|
|
|
|
Beach Lin
|
|
$
|
50,000
|
|
|
$
|
17,125
|
|
|
$
|
68,030
|
|
|
$
|
135,155
|
|
Miles
|
|
$
|
50,000
|
|
|
$
|
17,125
|
|
|
$
|
68,030
|
|
|
$
|
135,155
|
|
Morgan
|
|
$
|
50,000
|
|
|
$
|
17,125
|
|
|
$
|
68,030
|
|
|
$
|
135,155
|
|
Raymund
|
|
$
|
50,000
|
|
|
$
|
17,125
|
|
|
$
|
68,030
|
|
|
$
|
135,155
|
|
Singleton
|
|
$
|
50,000
|
|
|
$
|
17,125
|
|
|
$
|
68,030
|
|
|
$
|
135,155
|
|
Tarr
|
|
$
|
60,000
|
|
|
$
|
17,125
|
|
|
$
|
68,030
|
|
|
$
|
145,155
|
|
Utter
|
|
$
|
50,000
|
|
|
$
|
17,125
|
|
|
$
|
68,030
|
|
|
$
|
135,155
|
|
Vareschi
|
|
$
|
50,000
|
|
|
$
|
17,125
|
|
|
$
|
68,030
|
|
|
$
|
135,155
|
|
Way
|
|
$
|
50,000
|
|
|
$
|
17,125
|
|
|
$
|
68,030
|
|
|
$
|
135,155
|
|
|
|
|
|
(1) |
|
Represents the amount of the Directors annual retainer,
for which Directors Beach Lin, Miles, Raymund and Singleton each
received $25,000 in cash during December 2009. All other
Directors deferred their 2009 retainer fees in accordance with
the Companys Deferred Compensation Plan for Non-Employee
Directors. |
|
(2) |
|
Amounts represent the aggregate grant date fair value,
calculated in accordance with FASB ASC Topic 718 (formerly
FAS 123R), of RSUs. On July 1, 2009, each Director was
awarded 675 RSUs with a grant date fair value of $25.37 per RSU,
which was the closing price of our Common Stock on July 1,
2009. These RSU awards are subject to time-based vesting
criteria. The assumptions used in calculating these amounts are
set forth in Note 2 to our financial statements for the
year ended December 31, 2009, which is located on
page 38 of our Annual Report on
Form 10-K. |
|
(3) |
|
Amounts represent the aggregate grant date fair value,
calculated in accordance with FASB ASC Topic 718 (formerly
FAS 123R), of SARs. On July 1, 2009, each Director was
awarded 6,100 SARs with a grant date Black Scholes value of
$11.15 per SAR and an exercise price of $25.37, the closing
price of our Common Stock on July 1, 2009. These SAR awards
are subject to time-based vesting criteria. The assumptions used
in calculating these amounts are set forth in Note 2 to our
financial statements for the year ended December 31, 2009,
which is located on page 38 of our Annual Report on
Form 10-K. |
|
(4) |
|
All the equity awards were granted under the WESCO
International, Inc. 1999 Long-Term Incentive Plan, as amended
and approved by our Board and stockholders. See the
Director Outstanding Equity Awards at the Year-End
table on page 28 for more information regarding the equity
awards held by Directors as of December 31, 2009. |
27
DIRECTOR
OUTSTANDING EQUITY AWARDS AT YEAR-END
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Value of
|
|
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
|
|
|
|
|
|
Shares of
|
|
|
Shares of
|
|
|
|
|
|
|
Equity
|
|
|
Equity
|
|
|
|
|
|
|
|
|
Stock That
|
|
|
Stock That
|
|
|
|
Grant
|
|
|
Awards
|
|
|
Awards
|
|
|
Exercise
|
|
|
Expiration
|
|
|
Have Not
|
|
|
Have Not
|
|
Name
|
|
Date(1)(2)
|
|
|
Exercisable
|
|
|
Un-exercisable
|
|
|
Price
|
|
|
Date
|
|
|
Vested
|
|
|
Vested
|
|
|
|
|
Beach Lin
|
|
|
7/01/2004
|
|
|
|
5,000
|
|
|
|
|
|
|
$
|
17.90
|
|
|
|
7/01/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2005
|
|
|
|
5,000
|
|
|
|
|
|
|
$
|
31.65
|
|
|
|
7/01/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2006
|
|
|
|
2,500
|
|
|
|
|
|
|
$
|
69.00
|
|
|
|
7/01/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2007
|
|
|
|
2,333
|
|
|
|
1,167
|
|
|
$
|
60.45
|
|
|
|
7/01/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2008
|
|
|
|
2,000
|
|
|
|
4,000
|
|
|
$
|
40.04
|
|
|
|
7/01/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2009
|
|
|
|
|
|
|
|
6,100
|
|
|
$
|
25.37
|
|
|
|
7/01/2019
|
|
|
|
675
|
|
|
$
|
18,232
|
|
Total:
|
|
|
|
|
|
|
16,833
|
|
|
|
11,267
|
|
|
|
|
|
|
|
|
|
|
|
675
|
|
|
$
|
18,232
|
|
Miles
|
|
|
7/01/2004
|
|
|
|
5,000
|
|
|
|
|
|
|
$
|
17.90
|
|
|
|
7/01/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2005
|
|
|
|
5,000
|
|
|
|
|
|
|
$
|
31.65
|
|
|
|
7/01/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2006
|
|
|
|
2,500
|
|
|
|
|
|
|
$
|
69.00
|
|
|
|
7/01/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2007
|
|
|
|
2,333
|
|
|
|
1,167
|
|
|
$
|
60.45
|
|
|
|
7/01/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2008
|
|
|
|
2,000
|
|
|
|
4,000
|
|
|
$
|
40.04
|
|
|
|
7/01/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2009
|
|
|
|
|
|
|
|
6,100
|
|
|
$
|
25.37
|
|
|
|
7/01/2019
|
|
|
|
675
|
|
|
$
|
18,232
|
|
Total:
|
|
|
|
|
|
|
16,833
|
|
|
|
11,267
|
|
|
|
|
|
|
|
|
|
|
|
675
|
|
|
$
|
18,232
|
|
Morgan
|
|
|
7/01/2008
|
|
|
|
2,000
|
|
|
|
4,000
|
|
|
$
|
40.04
|
|
|
|
7/01/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2009
|
|
|
|
|
|
|
|
6,100
|
|
|
$
|
25.37
|
|
|
|
7/01/2019
|
|
|
|
675
|
|
|
$
|
18,232
|
|
Total:
|
|
|
|
|
|
|
2,000
|
|
|
|
10,100
|
|
|
|
|
|
|
|
|
|
|
|
675
|
|
|
$
|
18,232
|
|
Raymund
|
|
|
7/01/2006
|
|
|
|
2,500
|
|
|
|
|
|
|
$
|
69.00
|
|
|
|
7/01/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2007
|
|
|
|
2,333
|
|
|
|
1,167
|
|
|
$
|
60.45
|
|
|
|
7/01/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2008
|
|
|
|
2,000
|
|
|
|
4,000
|
|
|
$
|
40.04
|
|
|
|
7/01/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2009
|
|
|
|
|
|
|
|
6,100
|
|
|
$
|
25.37
|
|
|
|
7/01/2019
|
|
|
|
675
|
|
|
$
|
18,232
|
|
Total:
|
|
|
|
|
|
|
6,833
|
|
|
|
11,267
|
|
|
|
|
|
|
|
|
|
|
|
675
|
|
|
$
|
18,232
|
|
Singleton
|
|
|
7/01/2006
|
|
|
|
2,500
|
|
|
|
|
|
|
$
|
69.00
|
|
|
|
7/01/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2007
|
|
|
|
2,333
|
|
|
|
1,167
|
|
|
$
|
60.45
|
|
|
|
7/01/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2008
|
|
|
|
2,000
|
|
|
|
4,000
|
|
|
$
|
40.04
|
|
|
|
7/01/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2009
|
|
|
|
|
|
|
|
6,100
|
|
|
$
|
25.37
|
|
|
|
7/01/2019
|
|
|
|
675
|
|
|
$
|
18,232
|
|
Total:
|
|
|
|
|
|
|
6,833
|
|
|
|
11,267
|
|
|
|
|
|
|
|
|
|
|
|
675
|
|
|
$
|
18,232
|
|
Tarr
|
|
|
7/01/2004
|
|
|
|
5,000
|
|
|
|
|
|
|
$
|
17.90
|
|
|
|
7/01/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2005
|
|
|
|
5,000
|
|
|
|
|
|
|
$
|
31.65
|
|
|
|
7/01/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2006
|
|
|
|
2,500
|
|
|
|
|
|
|
$
|
69.00
|
|
|
|
7/01/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2007
|
|
|
|
2,333
|
|
|
|
1,167
|
|
|
$
|
60.45
|
|
|
|
7/01/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2008
|
|
|
|
2,000
|
|
|
|
4,000
|
|
|
$
|
40.04
|
|
|
|
7/01/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2009
|
|
|
|
|
|
|
|
6,100
|
|
|
$
|
25.37
|
|
|
|
7/01/2019
|
|
|
|
675
|
|
|
$
|
18,232
|
|
Total:
|
|
|
|
|
|
|
16,833
|
|
|
|
11,267
|
|
|
|
|
|
|
|
|
|
|
|
675
|
|
|
$
|
18,232
|
|
Utter
|
|
|
7/01/2006
|
|
|
|
2,500
|
|
|
|
|
|
|
$
|
69.00
|
|
|
|
7/01/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2007
|
|
|
|
2,333
|
|
|
|
1,167
|
|
|
$
|
60.45
|
|
|
|
7/01/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2008
|
|
|
|
2,000
|
|
|
|
4,000
|
|
|
$
|
40.04
|
|
|
|
7/01/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2009
|
|
|
|
|
|
|
|
6,100
|
|
|
$
|
25.37
|
|
|
|
7/01/2019
|
|
|
|
675
|
|
|
$
|
18,232
|
|
Total:
|
|
|
|
|
|
|
6,833
|
|
|
|
11,267
|
|
|
|
|
|
|
|
|
|
|
|
675
|
|
|
$
|
18,232
|
|
Vareschi
|
|
|
7/01/2003
|
|
|
|
5,000
|
|
|
|
|
|
|
$
|
6.75
|
|
|
|
7/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2004
|
|
|
|
5,000
|
|
|
|
|
|
|
$
|
17.90
|
|
|
|
7/01/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2005
|
|
|
|
5,000
|
|
|
|
|
|
|
$
|
31.65
|
|
|
|
7/01/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2006
|
|
|
|
2,500
|
|
|
|
|
|
|
$
|
69.00
|
|
|
|
7/01/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2007
|
|
|
|
2,333
|
|
|
|
1,167
|
|
|
$
|
60.45
|
|
|
|
7/01/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2008
|
|
|
|
2,000
|
|
|
|
4,000
|
|
|
$
|
40.04
|
|
|
|
7/01/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2009
|
|
|
|
|
|
|
|
6,100
|
|
|
$
|
25.37
|
|
|
|
7/01/2019
|
|
|
|
675
|
|
|
$
|
18,232
|
|
Total:
|
|
|
|
|
|
|
21,833
|
|
|
|
11,267
|
|
|
|
|
|
|
|
|
|
|
|
675
|
|
|
$
|
18,232
|
|
Way
|
|
|
7/01/2004
|
|
|
|
5,000
|
|
|
|
|
|
|
$
|
17.90
|
|
|
|
7/01/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2005
|
|
|
|
5,000
|
|
|
|
|
|
|
$
|
31.65
|
|
|
|
7/01/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2006
|
|
|
|
2,500
|
|
|
|
|
|
|
$
|
69.00
|
|
|
|
7/01/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2007
|
|
|
|
2,333
|
|
|
|
1,167
|
|
|
$
|
60.45
|
|
|
|
7/01/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2008
|
|
|
|
2,000
|
|
|
|
4,000
|
|
|
$
|
40.04
|
|
|
|
7/01/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2009
|
|
|
|
|
|
|
|
6,100
|
|
|
$
|
25.37
|
|
|
|
7/01/2019
|
|
|
|
675
|
|
|
$
|
18,232
|
|
Total:
|
|
|
|
|
|
|
16,833
|
|
|
|
11,267
|
|
|
|
|
|
|
|
|
|
|
|
675
|
|
|
$
|
18,232
|
|
|
|
|
|
(1) |
|
Grants beginning July 1, 2009, are SARs and RSUs. Grants
from July 1, 2005 to July 1, 2008 are SARs. Grants
prior to July 1, 2005 are stock options. |
|
(2) |
|
All SAR awards in the time period of 2004 to 2006 to
non-employee Directors cliff vest on the third anniversary of
the date of grant and expire ten years from the grant date.
2007, 2008 and 2009 SAR awards to non-employee Directors vest in
one-third increments on the anniversary date of the grant and
expire ten years from the grant date. 2009 RSU awards cliff vest
in on July 1, 2012. |
28
SUMMARY
COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
Name and Principal
|
|
|
|
|
|
|
|
Equity
|
|
|
Incentive Plan
|
|
|
All Other
|
|
|
|
|
Position
|
|
Year
|
|
|
Salary
|
|
|
Awards(1)(2)
|
|
|
Compensation(3)
|
|
|
Compensation(4)
|
|
|
Total
|
|
|
|
|
Roy W. Haley,
|
|
|
2009
|
(5)
|
|
$
|
815,098
|
|
|
$
|
4,000,000
|
|
|
$
|
0
|
|
|
$
|
65,035
|
|
|
$
|
4,880,133
|
|
Chairman of the Board
|
|
|
2008
|
|
|
$
|
854,167
|
|
|
$
|
2,736,160
|
|
|
$
|
775,000
|
|
|
$
|
81,455
|
|
|
$
|
4,446,782
|
|
|
|
|
2007
|
|
|
$
|
800,000
|
|
|
$
|
2,766,540
|
|
|
$
|
960,000
|
|
|
$
|
218,994
|
|
|
$
|
4,745,534
|
|
John J. Engel,
|
|
|
2009
|
(5)
|
|
$
|
591,828
|
|
|
$
|
2,100,000
|
|
|
$
|
450,000
|
|
|
$
|
48,809
|
|
|
$
|
3,190,637
|
|
President and CEO
|
|
|
2008
|
|
|
$
|
528,333
|
|
|
$
|
1,026,060
|
|
|
$
|
260,000
|
|
|
$
|
40,307
|
|
|
$
|
1,854,700
|
|
|
|
|
2007
|
|
|
$
|
495,000
|
|
|
$
|
1,037,453
|
|
|
$
|
300,000
|
|
|
$
|
76,240
|
|
|
$
|
1,908,693
|
|
Stephen A. Van Oss, COO
|
|
|
2009
|
(5)
|
|
$
|
534,136
|
|
|
$
|
1,500,000
|
|
|
$
|
325,000
|
|
|
$
|
39,143
|
|
|
$
|
2,398,276
|
|
|
|
|
2008
|
|
|
$
|
528,333
|
|
|
$
|
1,026,060
|
|
|
$
|
260,000
|
|
|
$
|
48,568
|
|
|
$
|
1,862,961
|
|
|
|
|
2007
|
|
|
$
|
495,000
|
|
|
$
|
1,037,453
|
|
|
$
|
300,000
|
|
|
$
|
99,353
|
|
|
$
|
1,931,806
|
|
Richard P. Heyse, CFO
|
|
|
2009
|
(5)
|
|
$
|
164,792
|
|
|
$
|
133,909
|
|
|
$
|
100,000
|
|
|
$
|
123,860
|
|
|
$
|
522,561
|
|
Andrew J. Bergdoll
|
|
|
2009
|
(5)
|
|
$
|
235,578
|
|
|
$
|
250,137
|
|
|
$
|
110,000
|
|
|
$
|
21,931
|
|
|
$
|
617,646
|
|
Vice President,
|
|
|
2008
|
|
|
$
|
250,000
|
|
|
$
|
164,170
|
|
|
$
|
120,000
|
|
|
$
|
130,302
|
|
|
$
|
664,472
|
|
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Equity awards granted in 2009 are SARs and RSUs. Equity awards
granted in 2007 and 2008 are SARs. |
|
(2) |
|
Represents aggregate grant date fair value at the time of the
award, in accordance with FASB ASC Topic 718 (formerly
FAS 123R). These equity awards are subject to time-based
vesting criteria. The estimate of forfeitures related to
service-based vesting requirements has been disregarded for
purposes of this valuation. The assumptions used in calculating
these amounts are set forth on page 38 of our financial
statements for the year ended December 31, 2009 and Annual
Report on
Form 10-K.
All the equity awards were granted under the WESCO
International, Inc. 1999 Long-Term Incentive Plan, as amended
and approved by our Board and stockholders. |
|
(3) |
|
2009: Represents annual cash incentive bonus amounts which
reflect compensation earned in year 2009, but approved and paid
in year 2010. See page 18 for a description of our annual
incentive plan. Under the terms of Mr. Haleys 2009
Employment Agreement, he will not be eligible for an annual cash
incentive during his employment term. |
2008: Represents annual cash incentive bonus amounts which
reflect compensation earned in year 2008, but approved and paid
in year 2009. See page 18 for a description of our annual
incentive plan.
2007: Represents annual cash incentive bonus amounts which
reflect compensation earned in year 2007, but approved and paid
in year 2008.
|
|
|
(4) |
|
See the All Other Compensation table on page 30 for
additional information. |
|
(5) |
|
Amounts shown are less than the individuals stated base
salary because during 2009 the Company had a cost-savings
program of mandatory unpaid leaves of absence in which
individuals took a weeks leave of absence in the second,
third and fourth quarters without pay. In addition,
Mr. Heyses amount is less than his stated annual base
salary because he joined the Company in June 2009. |
29
ALL
OTHER COMPENSATION
The following table describes each component of the All Other
Compensation in the Summary Compensation Table. The most
significant component of this table is Company payments or
contributions to employee retirement savings programs. These
payments are further analyzed in the table contained in footnote
(4) and include payments which are also presented and
discussed there.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Relating
|
|
|
|
|
|
|
|
|
|
|
|
|
to Employee
|
|
|
|
|
|
|
Other
|
|
Auto
|
|
Tax
|
|
Retirement
|
|
|
NEO
|
|
Year
|
|
Benefits(1)
|
|
Allowance(2)
|
|
Payments(3)
|
|
Savings
Programs(4)
|
|
Total
|
|
|
Haley
|
|
|
2009
|
|
|
$
|
9,049
|
|
|
$
|
12,000
|
|
|
$
|
3,998
|
|
|
$
|
39,988
|
|
|
$
|
65,035
|
|
|
|
|
2008
|
|
|
$
|
8,930
|
|
|
$
|
12,000
|
|
|
$
|
4,000
|
|
|
$
|
56,525
|
|
|
$
|
81,455
|
|
|
|
|
2007
|
|
|
$
|
6,128
|
|
|
$
|
12,000
|
|
|
$
|
2,467
|
|
|
$
|
198,399
|
|
|
$
|
218,994
|
|
Engel
|
|
|
2009
|
|
|
$
|
11,791
|
|
|
$
|
12,000
|
|
|
$
|
5,589
|
|
|
$
|
19,429
|
|
|
$
|
48,809
|
|
|
|
|
2008
|
|
|
$
|
1,200
|
|
|
$
|
12,000
|
|
|
$
|
157
|
|
|
$
|
26,950
|
|
|
$
|
40,307
|
|
|
|
|
2007
|
|
|
$
|
1,300
|
|
|
$
|
12,000
|
|
|
$
|
186
|
|
|
$
|
62,754
|
|
|
$
|
76,240
|
|
Van Oss
|
|
|
2009
|
|
|
$
|
5,926
|
|
|
$
|
12,000
|
|
|
$
|
2,100
|
|
|
$
|
19,117
|
|
|
$
|
39,143
|
|
|
|
|
2008
|
|
|
$
|
7,209
|
|
|
$
|
12,000
|
|
|
$
|
2,409
|
|
|
$
|
26,950
|
|
|
$
|
48,568
|
|
|
|
|
2007
|
|
|
$
|
6,884
|
|
|
$
|
12,000
|
|
|
$
|
2,242
|
|
|
$
|
78,227
|
|
|
$
|
99,353
|
|
Heyse
|
|
|
2009
|
|
|
$
|
70,962
|
|
|
$
|
6,500
|
|
|
$
|
46,195
|
|
|
$
|
203
|
|
|
$
|
123,860
|
|
Bergdoll
|
|
|
2009
|
|
|
$
|
0
|
|
|
$
|
12,000
|
|
|
$
|
0
|
|
|
$
|
9,931
|
|
|
$
|
21,931
|
|
|
|
|
2008
|
|
|
$
|
83,411
|
|
|
$
|
12,000
|
|
|
$
|
32,791
|
|
|
$
|
2,100
|
|
|
$
|
130,302
|
|
|
|
|
|
(1) |
|
This column reports the total amount of other benefits provided,
none of which exceeded $10,000 unless otherwise noted. Benefits
provided to the NEOs included relocation (for Mr. Heyse and
Mr. Bergdoll), club dues, Company-paid travel for the
spouses of certain executives and payment of benefits
contributions during mandatory unpaid leave of absences. The
2009 amount for Mr. Engel includes $11,640 for club dues.
The 2009 amount for Mr. Heyse includes relocation payments
of $70,886. The entire 2008 amount for Mr. Bergdoll
represents relocation payments. |
|
(2) |
|
Represents a $1,000 monthly automobile allowance for all
NEOs. |
|
(3) |
|
Represents
Gross-Up
Payments to the NEOs for taxes on reportable income
resulting from Company-paid benefits including relocation (for
Mr. Heyse and Mr. Bergdoll), club dues and spousal
travel expenses. |
|
(4) |
|
The Retirement Savings Program includes both the Retirement
Savings Plan, a 401(k) plan and the Deferred Compensation Plan,
a non-qualified plan. Company contributions to the retirement
savings programs include matching contributions and
discretionary contributions. The table below breaks down the
Company contribution by plan and contribution type. Company
matching contributions are capped at 50% of participant
deferrals, not to exceed 3% of compensation. Matching
contributions are made to the 401(k) plan up to maximum limits
established by the IRS, with any excess contributed to the
deferred compensation plan. Similarly, discretionary
contributions are made to the 401(k) plan up to maximum limits
established by the IRS, with the excess contributed to the
deferred compensation plan. Company discretionary contribution
to the 401(k) Plan and the Deferred Compensation Plan reflect
amounts earned based on results for 2006, 2007 and 2008, but
paid in 2007, 2008 and 2009, where applicable. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
|
|
|
|
|
|
Company Matching
|
|
Company
|
|
Discretionary
|
|
|
|
|
|
|
Company Matching
|
|
Contribution to
|
|
Discretionary
|
|
Contribution to
|
|
|
|
|
|
|
Contribution to
|
|
Deferred
|
|
Contribution to
|
|
Deferred
|
|
|
NEO
|
|
Year
|
|
401k Plan
|
|
Compensation Plan
|
|
401k Plan
|
|
Compensation Plan
|
|
Total
|
|
|
Haley
|
|
|
2009
|
|
|
$
|
2,919
|
|
|
$
|
34,969
|
|
|
$
|
2,100
|
|
|
$
|
0
|
|
|
$
|
39,988
|
|
|
|
|
2008
|
|
|
$
|
2,700
|
|
|
$
|
51,725
|
|
|
$
|
2,100
|
|
|
$
|
0
|
|
|
$
|
56,525
|
|
|
|
|
2007
|
|
|
$
|
2,700
|
|
|
$
|
75,300
|
|
|
$
|
10,500
|
|
|
$
|
109,899
|
|
|
$
|
198,399
|
|
Engel
|
|
|
2009
|
|
|
$
|
4,046
|
|
|
$
|
13,283
|
|
|
$
|
2,100
|
|
|
$
|
0
|
|
|
$
|
19,429
|
|
|
|
|
2008
|
|
|
$
|
6,750
|
|
|
$
|
18,100
|
|
|
$
|
2,100
|
|
|
$
|
0
|
|
|
$
|
26,950
|
|
|
|
|
2007
|
|
|
$
|
6,600
|
|
|
$
|
25,500
|
|
|
$
|
6,300
|
|
|
$
|
24,354
|
|
|
$
|
62,754
|
|
Van Oss
|
|
|
2009
|
|
|
$
|
5,884
|
|
|
$
|
11,133
|
|
|
$
|
2,100
|
|
|
$
|
0
|
|
|
$
|
19,117
|
|
|
|
|
2008
|
|
|
$
|
6,514
|
|
|
$
|
18,336
|
|
|
$
|
2,100
|
|
|
$
|
0
|
|
|
$
|
26,950
|
|
|
|
|
2007
|
|
|
$
|
6,600
|
|
|
$
|
25,500
|
|
|
$
|
10,500
|
|
|
$
|
35,627
|
|
|
$
|
78,227
|
|
Heyse
|
|
|
2009
|
|
|
$
|
203
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
203
|
|
Bergdoll
|
|
|
2009
|
|
|
$
|
6,900
|
|
|
$
|
931
|
|
|
$
|
2,100
|
|
|
$
|
0
|
|
|
$
|
9,931
|
|
|
|
|
2008
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
2,100
|
|
|
$
|
0
|
|
|
$
|
2,100
|
|
|
30
NONQUALIFIED
DEFERRED COMPENSATION
The table below provides information on the non-qualified
deferred compensation of the named executives in 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
|
Company
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
|
|
|
|
Contribution
|
|
|
Contributions
|
|
|
Earnings
|
|
|
Withdrawals/
|
|
|
Balance
|
|
Name
|
|
Year
|
|
|
in Last
FY(1)
|
|
|
in Last
FY(2)
|
|
|
in Last
FY(3)
|
|
|
Distributions
|
|
|
at Last
FYE(4)(5)
|
|
|
|
|
Haley
|
|
|
2009
|
|
|
$
|
159,010
|
|
|
$
|
34,969
|
|
|
$
|
774,188
|
|
|
$
|
0
|
|
|
$
|
2,809,357
|
|
Engel
|
|
|
2009
|
|
|
$
|
51,110
|
|
|
$
|
13,283
|
|
|
$
|
66,485
|
|
|
$
|
0
|
|
|
$
|
357,080
|
|
Van Oss
|
|
|
2009
|
|
|
$
|
317,654
|
|
|
$
|
11,133
|
|
|
$
|
392,368
|
|
|
$
|
0
|
|
|
$
|
1,916,242
|
|
Heyse
|
|
|
2009
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Bergdoll
|
|
|
2009
|
|
|
$
|
35,558
|
|
|
$
|
931
|
|
|
$
|
6,309
|
|
|
$
|
0
|
|
|
$
|
42,798
|
|
|
|
|
|
(1) |
|
Reflects participation by the NEOs in the Deferred Compensation
Plan during 2009, including deferral of portions of both base
salary and incentive compensation. The NEOs cannot withdraw any
amounts from their deferred compensation balances until
termination, retirement, death or disability with the exception
that the Compensation Committee may approve an amount
(hardship withdrawal) necessary to meet unforeseen
needs in the event of an emergency. |
|
(2) |
|
All amounts in this column are Company matching contributions to
the Deferred Compensation Plan. The Company did not make any
discretionary contributions to the accounts of the NEOs for
2009. Please refer to footnote 4 of the All Other
Compensation table for a discussion of the determination of
these contributions, which amounts are reported as compensation
in the All Other Compensation column of the Summary
Compensation table on page 29. |
|
(3) |
|
Reflects investment returns or earnings (losses) calculated by
applying the investment return rate at the valuation date to the
average balance of the participants deferral account and
Company contribution account since the last valuation date for
each investment vehicle selected by the participant. Investment
vehicles available to participants are a subset of those offered
in the Companys 401(k) Retirement Savings Plan and notably
do not include Company stock. See footnote 5 and the related All
Funds Performance table. |
|
(4) |
|
Based upon years of service to the Company, Mr. Haley,
Mr. Engel, and Mr. Van Oss are each fully vested in
the aggregate balance of their respective accounts at last
year-end. Mr. Bergdoll is fully vested in $42,420 of his
aggregate balance at last year-end. |
|
(5) |
|
The funds currently chosen are Haley: American Funds Amcap and
RAFI Enhanced Large Company; Van Oss: MFS Value Fund, Alger
Midcap Growth Institutional, RVS Mid Cap Value, Thornburg
International Value, American Funds Balanced, Loomis Sayles
Investment Grade Bond and Stable Value; Engel: Thornburg
International Value, Alger Midcap Growth Institutional, American
Funds Amcap, MFS Value Fund, and Stable Value; and Bergdoll:
Loomis Sayles Investment Grade Bond. The performance of selected
funds is illustrated in the All Funds Performance table below.
Mr. Heyse does not participate in the Deferred Compensation
Program. For 2009, the registrant contributions are solely
matched deferrals as the Company did not provide a discretionary
contribution in the Non-Qualified Deferred Compensation Plan. |
31
ALL
FUNDS PERFORMANCE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annualized
Returns(1)
|
|
|
|
|
|
1
|
|
|
3
|
|
|
5
|
|
|
10
|
|
|
Since
|
|
Fund
Name(2)
|
|
Ticker Symbol
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Inception
|
|
|
|
|
Bench Mark
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amcap Fund
(Class R-4)
|
|
RAFEX
|
|
|
39.30
|
%
|
|
|
(2.29
|
)%
|
|
|
1.59
|
%
|
|
|
N/A
|
|
|
|
3.37
|
%
|
Growth Fund
|
|
Russell 1000 Growth
TR USD
|
|
|
37.21
|
%
|
|
|
(1.89
|
)%
|
|
|
1.63
|
%
|
|
|
(3.99
|
)%
|
|
|
N/A
|
|
MFS Value Fund (Class A)
|
|
MEIAX
|
|
|
20.48
|
%
|
|
|
(4.51
|
)%
|
|
|
2.22
|
%
|
|
|
5.13
|
%
|
|
|
N/A
|
|
Large Company Stock Fund
|
|
Russell 1000 Value
TR USD
|
|
|
19.69
|
%
|
|
|
(8.96
|
)%
|
|
|
0.25
|
%
|
|
|
2.47
|
%
|
|
|
N/A
|
|
RAFI Enhanced Large Company
|
|
|
|
|
26.02
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
(9.21
|
)%
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alger Midcap Growth Institutional
|
|
ALMRX
|
|
|
51.40
|
%
|
|
|
(5.63
|
)%
|
|
|
(0.31
|
)%
|
|
|
2.52
|
%
|
|
|
N/A
|
|
Equity Fund
|
|
Russell Mid Cap Growth
TRUSD
|
|
|
46.29
|
%
|
|
|
(3.18
|
)%
|
|
|
2.40
|
%
|
|
|
(0.52
|
)%
|
|
|
N/A
|
|
Columbia Acorn Fund (Class A)
|
|
LACAX
|
|
|
39.26
|
%
|
|
|
(2.87
|
)%
|
|
|
3.35
|
%
|
|
|
N/A
|
|
|
|
7.93
|
%
|
Equity Fund
|
|
Russell Mid Cap Growth
TRUSD
|
|
|
46.29
|
%
|
|
|
(3.18
|
)%
|
|
|
2.40
|
%
|
|
|
(0.52
|
)%
|
|
|
N/A
|
|
RVS Mid Cap Value Fund Class R4
|
|
RMCVX
|
|
|
39.93
|
%
|
|
|
(4.85
|
)%
|
|
|
3.35
|
%
|
|
|
N/A
|
|
|
|
7.78
|
%
|
Equity Fund
|
|
Russell Mid Cap Value
TR USD
|
|
|
34.21
|
%
|
|
|
(6.62
|
)%
|
|
|
1.98
|
%
|
|
|
7.58
|
%
|
|
|
N/A
|
|
Thornburg International Value (R5)
|
|
TIVRX
|
|
|
31.90
|
%
|
|
|
(0.49
|
)%
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
8.52
|
%
|
Foreign Large Blend
|
|
MSCI EAFE
NRSUD
|
|
|
31.78
|
%
|
|
|
(6.04
|
)%
|
|
|
3.54
|
%
|
|
|
1.17
|
%
|
|
|
N/A
|
|
American Balanced Fund (Class A)
|
|
ABALX
|
|
|
21.08
|
%
|
|
|
(1.40
|
)%
|
|
|
2.02
|
%
|
|
|
5.68
|
%
|
|
|
N/A
|
|
Balanced Fund
|
|
Morningstar
Moderate Target Risk
|
|
|
22.49
|
%
|
|
|
1.17
|
%
|
|
|
4.54
|
%
|
|
|
4.68
|
%
|
|
|
N/A
|
|
Loomis Sayles Invest Grade Bond (Y)
|
|
LSIIX
|
|
|
27.27
|
%
|
|
|
7.42
|
%
|
|
|
6.51
|
%
|
|
|
8.92
|
%
|
|
|
N/A
|
|
|
|
BarCap US Agg
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bond Fund
|
|
Bond TR USD
|
|
|
5.93
|
%
|
|
|
6.04
|
%
|
|
|
4.97
|
%
|
|
|
6.33
|
%
|
|
|
N/A
|
|
Stable Value Fund
|
|
|
|
|
4.93
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
5.06
|
%
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
As of December 31, 2009. |
|
(2) |
|
Investment fund options for deferred compensation are a subset
of the fund options that are available to all employees having
401(k) accounts. |
32
GRANTS
OF PLAN-BASED AWARDS FOR 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other Option
|
|
|
Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Possible
|
|
|
Awards:
|
|
|
Awards:
|
|
|
|
|
|
Grant
|
|
|
|
|
|
|
Payouts Under Non-Equity
|
|
|
Number of
|
|
|
Number of
|
|
|
Exercise or
|
|
|
Date Fair
|
|
|
|
|
|
|
Incentive Plan
|
|
|
Securities
|
|
|
Securities
|
|
|
Base
|
|
|
Value of
|
|
|
|
|
|
|
Awards(1)
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Price of Option
|
|
|
Stock and
|
|
|
|
Grant
|
|
|
Target
|
|
|
Maximum
|
|
|
Options
|
|
|
Options
|
|
|
Awards
|
|
|
Option Awards
|
|
Name
|
|
Date
|
|
|
($)
|
|
|
($)
|
|
|
(2)
|
|
|
(3)
|
|
|
($/SH)
|
|
|
(4)
|
|
|
|
|
Haley(5)
|
|
|
7/01/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
157,677
|
|
|
$
|
25.37(6
|
)
|
|
$
|
4,000,000
|
|
|
|
|
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Engel
|
|
|
7/01/09
|
|
|
|
|
|
|
|
|
|
|
|
150,673
|
|
|
|
16,555
|
|
|
$
|
25.37(6
|
)
|
|
$
|
2,100,000
|
|
|
|
|
|
|
|
$
|
420,000
|
|
|
$
|
840,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Van Oss
|
|
|
7/01/09
|
|
|
|
|
|
|
|
|
|
|
|
107,623
|
|
|
|
11,825
|
|
|
$
|
25.37(6
|
)
|
|
$
|
1,500,000
|
|
|
|
|
|
|
|
$
|
338,334
|
|
|
$
|
676,667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Heyse
|
|
|
10/28/09
|
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
|
|
|
|
|
$
|
25.69(7
|
)
|
|
$
|
133,920
|
|
|
|
|
|
|
|
$
|
88,021
|
|
|
$
|
176,042
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bergdoll
|
|
|
7/01/09
|
|
|
|
|
|
|
|
|
|
|
|
17,940
|
|
|
|
1,975
|
|
|
$
|
25.37(6
|
)
|
|
$
|
250,137
|
|
|
|
|
|
|
|
$
|
125,000
|
|
|
$
|
250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents possible annual incentive cash awards that could have
been earned in 2009 at target and
maximum levels of performance. There were not
threshold amounts. Amounts actually received by the
NEOs under the annual incentive plans for 2009 performance are
set forth in the Non-Equity Incentive Plan
Compensation column of the Summary Compensation Table on
page 29. For further information about the annual incentive
plans, please see the related discussion beginning on
page 18. |
|
(2) |
|
Represents the number of SARs granted in 2009 to the NEOs. These
SARs will time vest and become exercisable ratably in three
equal increments annually on the anniversary date. |
|
(3) |
|
Represents the number of RSUs granted in 2009 to the NEOs. The
RSUs will cliff vest on the anniversary date in 2012. |
|
(4) |
|
Represents the full grant date fair value of SARs and RSUs under
ASC Topic 718 (formerly FAS 123R) granted to the NEOs. For
additional information on the valuation assumptions, refer to
Note 13 of the Companys financial statements in the
Annual Report on
Form 10-K
for the year ended December 31, 2009. |
|
(5) |
|
Under the terms of Mr. Haleys amended and restated
employment agreement, he is not eligible for an annual cash
incentive during his employment term. |
|
(6) |
|
Represents the exercise price for the SARs and RSUs granted,
which was the closing price of our Company stock on July 1,
2009, in accordance with Compensation Committee action on
June 19, 2009. |
|
(7) |
|
Represents the exercise price for the SARs granted, which was
the closing price of our Company stock on the October 28,
2009 grant date. |
33
OUTSTANDING
EQUITY AWARDS AT YEAR-END
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
|
|
Market
|
|
|
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
Number of
|
|
Value of
|
|
|
|
|
|
Unexercised
|
|
Unexercised
|
|
|
|
|
|
Shares of
|
|
Shares of
|
|
|
|
|
|
Equity
|
|
Equity
|
|
|
|
|
|
Stock That
|
|
Stock That
|
|
|
Grant
|
|
|
Awards
|
|
Awards
|
|
Exercise
|
|
Expiration
|
|
Have Not
|
|
Have Not
|
Name
|
|
Date(1)(2)
|
|
|
Exercisable
|
|
Un-exercisable
|
|
Price
|
|
Date
|
|
Vested
|
|
Vested
|
|
|
Haley
|
|
|
8/22/2003
|
|
|
|
100,000
|
|
|
|
|
|
|
|
$5.90
|
|
|
|
8/22/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
9/29/2004
|
|
|
|
200,000
|
|
|
|
|
|
|
|
$24.02
|
|
|
|
9/29/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2005
|
|
|
|
200,000
|
|
|
|
|
|
|
|
$31.65
|
|
|
|
7/01/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2006
|
|
|
|
100,000
|
|
|
|
|
|
|
|
$69.00
|
|
|
|
7/01/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2007
|
|
|
|
80,000
|
|
|
|
40,000
|
|
|
|
$60.45
|
|
|
|
7/01/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2008
|
|
|
|
66,667
|
|
|
|
133,333
|
|
|
|
$40.04
|
|
|
|
7/01/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2009
|
|
|
|
|
|
|
|
|
|
|
|
$25.37
|
|
|
|
7/01/2019
|
|
|
|
157,677
|
|
|
|
$4,258,856
|
|
Total:
|
|
|
|
|
|
|
746,667
|
|
|
|
313,333
|
|
|
|
|
|
|
|
|
|
|
|
157,677
|
|
|
|
$4,258,856
|
|
Engel
|
|
|
7/14/2004
|
|
|
|
100,000
|
|
|
|
|
|
|
|
$16.82
|
|
|
|
7/14/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
7/14/2004
|
|
|
|
100,000
|
|
|
|
|
|
|
|
$16.82
|
|
|
|
7/14/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2005
|
|
|
|
75,000
|
|
|
|
|
|
|
|
$31.65
|
|
|
|
7/01/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2006
|
|
|
|
37,500
|
|
|
|
|
|
|
|
$69.00
|
|
|
|
7/01/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2007
|
|
|
|
30,000
|
|
|
|
15,000
|
|
|
|
$60.45
|
|
|
|
7/01/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2008
|
|
|
|
25,000
|
|
|
|
50,000
|
|
|
|
$40.04
|
|
|
|
7/01/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2009
|
|
|
|
|
|
|
|
150,673
|
|
|
|
$25.37
|
|
|
|
7/01/2019
|
|
|
|
16,555
|
|
|
|
$447,151
|
|
Total:
|
|
|
|
|
|
|
367,500
|
|
|
|
215,673
|
|
|
|
|
|
|
|
|
|
|
|
16,555
|
|
|
|
$447,151
|
|
Van Oss
|
|
|
12/21/2001
|
|
|
|
50,000
|
|
|
|
|
|
|
|
$4.50
|
|
|
|
12/21/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
8/22/2003
|
|
|
|
70,000
|
|
|
|
|
|
|
|
$5.90
|
|
|
|
8/22/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
9/29/2004
|
|
|
|
70,000
|
|
|
|
|
|
|
|
$24.02
|
|
|
|
9/29/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2005
|
|
|
|
75,000
|
|
|
|
|
|
|
|
$31.65
|
|
|
|
7/01/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2006
|
|
|
|
37,500
|
|
|
|
|
|
|
|
$69.00
|
|
|
|
7/01/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2007
|
|
|
|
30,000
|
|
|
|
15,000
|
|
|
|
$60.45
|
|
|
|
7/01/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2008
|
|
|
|
25,000
|
|
|
|
50,000
|
|
|
|
$40.04
|
|
|
|
7/01/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2009
|
|
|
|
|
|
|
|
107,623
|
|
|
|
$25.37
|
|
|
|
7/01/2019
|
|
|
|
11,825
|
|
|
|
$319,393
|
|
Total:
|
|
|
|
|
|
|
357,500
|
|
|
|
172,623
|
|
|
|
|
|
|
|
|
|
|
|
11,825
|
|
|
|
$319,393
|
|
Heyse
|
|
|
10/28/2009
|
|
|
|
|
|
|
|
12,000
|
|
|
|
$25.69
|
|
|
|
10/28/2019
|
|
|
|
|
|
|
|
|
|
Total:
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bergdoll
|
|
|
7/01/2007
|
|
|
|
2,000
|
|
|
|
1,000
|
|
|
|
$60.45
|
|
|
|
7/01/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
11/12/2007
|
|
|
|
3,000
|
|
|
|
1,500
|
|
|
|
$43.17
|
|
|
|
11/29/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
12/26/2007
|
|
|
|
6,533
|
|
|
|
3,267
|
|
|
|
$40.31
|
|
|
|
3/18/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2008
|
|
|
|
4,000
|
|
|
|
8,000
|
|
|
|
$40.04
|
|
|
|
7/01/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
7/01/2009
|
|
|
|
|
|
|
|
17,940
|
|
|
|
$25.37
|
|
|
|
7/01/2019
|
|
|
|
1,975
|
|
|
|
$53,345
|
|
Total:
|
|
|
|
|
|
|
15,533
|
|
|
|
31,707
|
|
|
|
|
|
|
|
|
|
|
|
1,975
|
|
|
|
$53,345
|
|
|
34
EQUITY
AWARDS VESTING SCHEDULE
|
|
|
Grant Date
|
|
Vesting Schedule
|
|
|
07/01/2007
|
|
Stock Options: Time-based vesting in
1/3
increments on July 1, 2008; July 1, 2009; and July 1, 2010.
|
11/12/2007
|
|
Stock Options: Time-based vesting in
1/3
increments on November 12, 2008; December 26, 2009; and December
26, 2010.
|
12/26/2007
|
|
Stock Options: Time-based vesting in
1/3
increments on December 26, 2008; December 26, 2009; and December
26, 2010.
|
07/01/2008
|
|
Stock Options: Time-based vesting in
1/3
increments on July 1, 2009; July 1, 2010; and July 1, 2011.
|
07/01/2009
|
|
SARs: Time-based vesting in
1/3
increments on July 1, 2010; July 1, 2011; and July 1, 2012.
RSUs: Cliff vest on July 1, 2012.
|
10/28/2009
|
|
SARs: Time-based vesting in
1/3
increments on October 28, 2010; October 28, 2011; and October
28, 2012.
|
|
35
OPTION
EXERCISES AND STOCK VESTED
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Option Awards
|
|
|
|
Number of Shares
|
|
|
Value Realized
|
|
Name
|
|
Acquired on Exercise
|
|
|
on
Exercise(2)
|
|
|
|
|
Haley
|
|
|
|
|
|
|
|
|
Engel
|
|
|
|
|
|
|
|
|
Van Oss(1)
|
|
|
50,000
|
|
|
$
|
915,081
|
|
Heyse
|
|
|
|
|
|
|
|
|
Bergdoll
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Computed by multiplying the number of shares of our common stock
acquired upon exercise by the difference between the closing
price of our common stock on the date of exercise and the
exercise price of the options. |
|
(2) |
|
All amounts in this column are before any applicable taxes. |
36
POTENTIAL
PAYMENTS UPON TERMINATION: HALEY
Each of the following potential scenarios represents
circumstances under which the Mr. Haleys employment
with the Company could potentially terminate. A description of
the compensation benefits due Mr. Haley in each scenario is
provided. In each case, the date of the triggering event is
assumed to be December 31, 2009. The amounts described in
the table below will change based on the assumed termination
date. The determination of compensation due to Mr. Haley
upon separation from the Company is governed by his Amended and
Restated Employment Agreement dated September 1, 2009.
Cause means (a) a material breach of the
employment agreement by Mr. Haley; (b) engaging in a
felony or conduct which is in the good faith judgment of the
Board, applying reasonable standards of personal and
professional conduct, injurious to the Company, its customers,
employees, suppliers, or shareholders; (c) failure to
timely and adequately perform his duties under the employment
agreement; or (d) a material breach of any manual or
written policy, code or procedure of the Company.
Good Reason means (a) a reduction in
Mr. Haleys base salary, excluding any reduction that
occurs in connection with an
across-the-board
reduction of the salaries of the entire senior management team;
or (b) any material reduction in Mr. Haleys
authority, duties or responsibilities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary
|
|
|
|
|
|
|
|
|
|
|
|
|
Not For
|
|
|
|
|
|
|
|
Executive Benefits
|
|
|
|
|
Cause or For
|
|
|
|
|
|
|
|
and Payments Upon
|
|
|
|
|
Good Reason
|
|
|
|
|
|
|
|
Termination
|
|
Retirement(1)
|
|
|
Termination(2)
|
|
|
Death(3)
|
|
|
Disability(4)
|
|
|
|
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
$
|
0
|
|
|
$
|
1,297,500
|
|
|
$
|
1,297,500
|
|
|
$
|
1,297,500
|
|
Accelerated Options &
SARs(5)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Accelerated
RSUs(6)
|
|
$
|
6,858,586
|
|
|
$
|
6,858,586
|
|
|
$
|
6,858,586
|
|
|
$
|
6,858,586
|
|
Benefits and Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Benefits
|
|
$
|
9,260
|
|
|
$
|
9,260
|
|
|
$
|
0
|
|
|
$
|
9,260
|
|
Total:
|
|
$
|
6,867,846
|
|
|
$
|
8,165,346
|
|
|
$
|
8,156,086
|
|
|
$
|
8,165,346
|
|
|
|
|
|
(1) |
|
Retirement means expiration of the employment term in
accordance with the agreement or termination by mutual written
agreement prior to the end of the term. |
|
|
|
Full vesting of outstanding stock options, SARs, and
RSUs.
|
|
|
|
Acceleration of granting and immediate vesting of
July 2010 RSU award if the date of retirement precedes July 2010.
|
|
|
|
Family coverage for health, dental, and vision
benefits for 24 months provided executive pays employee
portion of premiums.
|
|
(2) |
|
Involuntary Not for Cause or Executive for Good Reason
Termination |
|
|
|
Monthly base salary continuation through
June 30, 2011.
|
|
|
|
Full vesting of outstanding stock options, SARs, and
RSUs.
|
|
|
|
Acceleration of granting and immediate vesting of
July 2010 RSU award if the date of termination precedes July
2010.
|
|
|
|
Family coverage for health, dental, and vision
benefits for 24 months provided executive pays employee
portion of premiums.
|
|
(3) |
|
Death |
|
|
|
Monthly base salary continuation through
June 30, 2011.
|
|
|
|
Full vesting of outstanding stock options, SARs, and
RSUs. |
|
|
|
Acceleration of granting and immediate vesting of
July 2010 RSU award if the date of termination precedes July
2010.
|
|
(4) |
|
Disability |
|
|
|
Monthly base salary continuation through
June 30, 2011.
|
|
|
|
Family coverage for health, dental, and vision
benefits for 24 months provided executive pays employee
portion of premiums.
|
37
|
|
|
|
|
Both base salary continuation and welfare benefits
above to be offset by any payments under company paid disability
plans.
|
|
|
|
Full vesting of outstanding stock options, SARs, and
RSUs.
|
|
|
|
Acceleration of granting and immediate vesting of
July 2010 RSU award if the date of termination precedes July
2010.
|
|
(5) |
|
Accelerated Options & SARs |
|
|
|
The closing price of WESCO common stock on December 31,
2009 was $27.01. Because the market price is below the exercise
price of all outstanding and unvested options, there is no
intrinsic value related to an accelerated vesting. |
|
(6) |
|
Represents the closing stock price on December 31, 2009
multiplied by the number of RSUs. |
38
POTENTIAL
PAYMENTS UPON TERMINATION: ENGEL
Each of the following potential scenarios represents
circumstances under which Mr. Engels employment with
the Company could potentially terminate. A description of the
compensation benefits due Mr. Engel in each scenario is
provided. In each case, the date of the termination is assumed
to be December 31, 2009. The amounts described in the table
below will change based on the assumed termination date. The
determination of compensation due to Mr. Engel upon
separation from the Company is governed by his Amended and
Restated Employment Agreement dated September 1, 2009.
Cause means (a) a material breach of the
employment agreement by Mr. Engel; (b) engaging in a
felony or conduct which is in the good faith judgment of the
Board, applying reasonable standards of personal and
professional conduct, injurious to the Company, its customers,
employees, suppliers, or shareholders; (c) failure to
timely and adequately perform his duties under the employment
agreement; or (d) material breach of any manual or written
policy, code or procedure of the Company.
Change in Control has the meaning given to such term
in the Companys Long-Term Incentive Plan, which means
(a) the acquisition by any entity not affiliated with the
Company of 30% or more of the outstanding voting securities of
the Company; (b) a merger or consolidation of the Company
resulting in Company stockholders having less than 70% of the
combined voting power; (c) the liquidation or dissolution
of the Company; (d) the sale of substantially all of the
assets of the Company to an entity unrelated to the Company; or
(e) during any two year period, a majority change of duly
elected Directors.
Good Reason means (a) a reduction in
Mr. Engels base salary, excluding any reduction that
occurs in connection with an
across-the-board
reduction of the salaries of the entire senior management team;
(b) a relocation of Mr. Engels primary place of
employment to a location more than 50 miles from
Pittsburgh, Pennsylvania; or (c) any material reduction in
Mr. Engels offices, authority, duties or
responsibilities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary
|
|
|
|
|
|
|
|
|
|
|
|
|
Not for Cause
|
|
|
|
|
|
|
|
Executive Benefits
|
|
Termination
|
|
|
or For Good
|
|
|
|
|
|
|
|
and Payments Upon
|
|
After Change
|
|
|
Reason
|
|
|
|
|
|
|
|
Termination
|
|
in
Control(1)
|
|
|
Termination(2)
|
|
|
Death(3)
|
|
|
Disability(4)
|
|
|
|
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary and Incentive
|
|
$
|
3,350,000
|
|
|
$
|
2,175,000
|
|
|
$
|
450,000
|
|
|
$
|
0
|
|
Accelerated Options &
SARs(5)
|
|
$
|
247,104
|
|
|
$
|
247,104
|
|
|
$
|
247,104
|
|
|
$
|
247,104
|
|
Accelerated
RSUs(6)
|
|
$
|
447,151
|
|
|
$
|
447,151
|
|
|
$
|
447,151
|
|
|
$
|
447,151
|
|
Benefits and Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Benefits
|
|
$
|
9,260
|
|
|
$
|
9,260
|
|
|
$
|
0
|
|
|
$
|
0
|
|
280G Tax
Gross-Up
|
|
$
|
1,412,916
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total:
|
|
$
|
5,466,431
|
|
|
$
|
2,878,515
|
|
|
$
|
1,144,254
|
|
|
$
|
694,255
|
|
|
|
|
|
(1) |
|
Termination after Change in Control |
|
|
|
Mr. Engels Change in Control benefits are
double-triggered, meaning that he will receive these payments
only if (i) there is a Change in Control and
(ii) Mr. Engels employment is terminated within
two years following a Change in Control without Cause or by
Mr. Engel for Good Reason, in which case Mr. Engel
will be entitled to receive: |
|
|
|
Two times annual base salary.
|
|
|
|
Two times the annual target bonus opportunity.
|
|
|
|
Prorated annual incentive compensation for the
portion of the fiscal year employed, if earned.
|
|
|
|
Full vesting of outstanding stock options, SARs, and
RSUs.
|
|
|
|
Coverage for health, dental, and vision benefits for
24 months provided executive pays employee portion of
premiums.
|
|
|
|
Additional
gross-up
premium sufficient to reimburse the executive for excise taxes,
if any, payable as a result of termination payments plus any
income taxes on the reimbursement payment itself.
Mr. Engels and Mr. Van Oss employment
agreements include these provisions because they were based on
pre-existing agreements that were amended to implement the
succession plan described on page 18. These agreements were
intended to maintain continuity of leadership by these two key
executives. Terms of
|
39
|
|
|
|
|
employment with new executives do not include such provisions,
nor does Mr. Haleys employment agreement. |
|
(2) |
|
Involuntary Not for Cause or Executive for Good Reason
Termination |
|
|
|
Monthly base salary continuation for 24 months.
|
|
|
|
An amount equal to the executives annual
target bonus opportunity.
|
|
|
|
Full vesting of outstanding stock options, SARs, and
RSUs.
|
|
|
|
Coverage for health, dental, and vision benefits for
24 months provided executive pays employee portion of
premiums.
|
|
(3) |
|
Death |
|
|
|
Any accrued and earned but unpaid bonus.
|
|
|
|
Full vesting of outstanding stock options, SARs, and
RSUs.
|
|
(4) |
|
Disability |
|
|
|
Full vesting of outstanding stock options, SARs, and
RSUs.
|
|
(5) |
|
Accelerated Options & SARs |
|
|
|
The closing price of WESCO common stock on December 31,
2009 was $27.01. The amount shown is the excess, if any, of the
December 31, 2009 closing price over the exercise price
multiplied by the number of SARs. |
|
(6) |
|
Represents the closing stock price on December 31, 2009
multiplied by the number of RSUs. |
40
POTENTIAL
PAYMENTS UPON TERMINATION: VAN OSS
Each of the following potential scenarios represents
circumstances under which Mr. Van Oss employment with
the Company could potentially terminate. A description of the
compensation benefits due Mr. Van Oss in each scenario is
provided. In each case, the date of the termination is assumed
to be December 31, 2009. The amounts described in the table
below will change based on the assumed termination date. The
determination of compensation due to Mr. Van Oss upon
separation from the Company is governed by his Amended and
Restated Employment Agreement dated September 1, 2009.
Cause means (a) a material breach of the
employment agreement by Mr. Van Oss; (b) engaging in a
felony or conduct which is in the good faith judgment of the
Board, applying reasonable standards of personal and
professional conduct, injurious to the Company, its customers,
employees, suppliers, or shareholders; (c) failure to
timely and adequately perform his duties under the employment
agreement; or (d) a material breach of any manual or
written policy, code or procedure of the Company.
Change in Control has the meaning given to such term
in the Companys Long-Term Incentive Plan, which means
(a) the acquisition by any entity not affiliated with the
Company of 30% or more of the outstanding voting securities of
the Company; (b) a merger or consolidation of the Company
resulting in Company stockholders having less than 70% of the
combined voting power; (c) the liquidation or dissolution
of the Company; (d) the sale of substantially all of the
assets of the Company to an entity unrelated to the Company; or
(e) during any two year period, a majority change of duly
elected Directors.
Good Reason means (a) a reduction in
Mr. Van Oss base salary, excluding any reduction that
occurs in connection with an
across-the-board
reduction of the salaries of the entire senior management team;
(b) a relocation of Van Oss primary place of
employment to a location more than 50 miles from
Pittsburgh, Pennsylvania; or (c) any material reduction in
Van Oss offices, authority, duties or responsibilities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary
|
|
|
|
|
|
|
|
|
|
|
|
|
Not for Cause
|
|
|
|
|
|
|
|
Executive Benefits
|
|
Termination
|
|
|
or For Good
|
|
|
|
|
|
|
|
and Payments Upon
|
|
After Change
|
|
|
Reason
|
|
|
|
|
|
|
|
Termination
|
|
in
Control(1)
|
|
|
Termination(2)
|
|
|
Death(3)
|
|
|
Disability(4)
|
|
|
|
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary and Incentive
|
|
$
|
2,485,000
|
|
|
$
|
1,680,000
|
|
|
$
|
325,000
|
|
|
$
|
0
|
|
Accelerated Options &
SARs(5)
|
|
$
|
176,502
|
|
|
$
|
176,502
|
|
|
$
|
176,502
|
|
|
$
|
176,502
|
|
Accelerated
RSUs(6)
|
|
$
|
319,393
|
|
|
$
|
319,393
|
|
|
$
|
319,393
|
|
|
$
|
319,393
|
|
Benefits and Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Benefits
|
|
$
|
9,260
|
|
|
$
|
9,260
|
|
|
$
|
0
|
|
|
$
|
0
|
|
280G Tax
Gross-Up
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total:
|
|
$
|
2,990,155
|
|
|
$
|
2,185,155
|
|
|
$
|
820,895
|
|
|
$
|
495,895
|
|
|
|
|
|
(1) |
|
Termination after Change in Control |
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Mr. Van Oss Change in Control benefits are
double-triggered, meaning that he will receive these payments
only if (i) there is a Change in Control and
(ii) Mr. Van Oss employment is terminated within
two years following a Change in Control without Cause or by
Mr. Van Oss for Good Reason, in which case Mr. Van Oss
will be entitled to receive: |
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Two times annual base salary.
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Two times the annual target bonus opportunity.
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Prorated annual incentive compensation for the
portion of the fiscal year employed, if earned.
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Full vesting of outstanding stock options, SARs,
and RSUs.
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Coverage for health, dental, and vision benefits
for 24 months provided executive pays employee portion of
premiums.
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Additional
gross-up
premium sufficient to reimburse the executive for excise taxes,
if any, payable as a result of termination payments plus any
income taxes on the reimbursement payment itself. Mr. Van
Oss and Mr. Engels employment agreements
include these provisions because they were based on pre-existing
agreements that were amended to implement the succession plan
described on page 18. These agreements were intended to
maintain continuity of leadership by these two key executives.
Terms of
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41
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employment with new executives do not include such provisions,
nor does Mr. Haleys employment agreement. |
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(2) |
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Involuntary Not for Cause or Executive for Good Reason
Termination |
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Monthly base salary continuation for 24 months.
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An amount equal to the executives annual
target bonus opportunity.
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Full vesting of outstanding stock options, SARs,
and RSUs.
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Coverage for health, dental, and vision benefits
for 24 months provided executive pays employee portion of
premiums.
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(3) |
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Death |
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Any accrued and earned but unpaid bonus.
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Full vesting of outstanding stock options, SARs,
and RSUs.
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(4) |
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Disability |
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Full vesting of outstanding stock options, SARs,
and RSUs.
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(5) |
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Accelerated Options & SARs |
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|
The closing price of WESCO common stock on December 31,
2009 was $27.01. The amount shown is the excess, if any, of the
December 31, 2009 closing price over the exercise price
multiplied by the number of SARs. |
|
(6) |
|
Represents the closing stock price on December 31, 2009
multiplied by the number of RSUs. |
42
POTENTIAL
PAYMENTS UPON TERMINATION: HEYSE
Each of the following potential scenarios represents
circumstances under which Mr. Heyses employment with
the Company could potentially terminate. A description of the
compensation benefits due Mr. Heyse in each scenario is
provided. In each case, the date of the termination is assumed
to be December 31, 2009. The amounts described in the table
below will change based on the assumed termination date. The
determination of compensation due to Mr. Heyse upon
separation from the Company is governed by a term sheet dated
May 21, 2009.
Cause means (a) engaging in a felony or willful
misconduct which is in the good faith judgment of the Board
materially injurious to the company, its customers, employees,
suppliers or shareholders; (b) willful failure to
materially perform duties that continues after written notice;
(c) material breach of any manual or written policy, code
or procedure of the company; or (d) failure to establish
permanent residence in the Pittsburgh area.
Good Reason means (a) reduction in base salary,
excluding any reduction that occurs in connection with an across
the board reduction of the salaries of the senior management
team; (b) relocation of the primary place of employment to
a location more than 50 miles from Pittsburgh,
Pennsylvania; or (c) a change in the authority, duties or
responsibilities that materially and adversely affect the
executives role in the organization.
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Involuntary
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Not for Cause
|
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Executive Benefits
|
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or Good
|
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and Payments Upon
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Reason
|
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Termination
|
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Termination(1)
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Compensation:
|
|
|
|
|
Base Salary and Incentive
|
|
$
|
425,000
|
|
Accelerated
SARs(2)
|
|
$
|
15,840
|
|
Benefits and Perquisites:
|
|
|
|
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Medical Benefits
|
|
$
|
4,630
|
|
Total:
|
|
$
|
445,470
|
|
|
|
|
|
(1) |
|
Involuntary Not for Cause or Executive for Good Reason
Termination |
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|
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Payment equal to one-years base salary.
|
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Prorated annual incentive payment for portion of
year worked.
|
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|
Full vesting of SARs granted in accordance with
purchase of WESCO stock.
|
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Coverage for health, dental, and vision benefits
for 12 months provided executive pays employee portion of
premiums.
|
|
(2) |
|
Accelerated SARs |
|
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|
The closing price of WESCO common stock on December 31,
2009 was $27.01. The amount shown is the excess, if any, of the
December 31, 2009 closing price over the exercise price
multiplied by the number of SARs. |
43
|
|
Item 2
|
Proposal
to Ratify the Appointment of Independent Registered Public
Accounting Firm
|
The Audit Committee of our Board has selected
PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the year ending December 31, 2010.
We are submitting the appointment of the independent registered
public accounting firm to you for ratification at the Annual
Meeting. Although ratification of this appointment is not
legally required, our Board believes it is appropriate for you
to ratify this selection. In the event that you do not ratify
the selection of PricewaterhouseCoopers LLP as our
Companys independent registered public accounting firm,
our Audit Committee may reconsider its selection.
OUR BOARD
UNANIMOUSLY RECOMMENDS A VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP
AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2010
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Appointment of
Independent Registered Public Accounting Firm
Our Audit Committee has appointed PricewaterhouseCoopers LLP as
our independent registered public accounting firm to audit our
2010 financial statements.
PricewaterhouseCoopers LLP has served as our independent
registered public accounting firm since 1994. Representatives of
PricewaterhouseCoopers LLP will be present at the Annual
Meeting, and will have an opportunity to make a statement if
they desire to do so, and will be available to respond to
appropriate questions.
Independent
Registered Public Accounting Firm Fees and Services
Aggregate fees for all professional services rendered to us by
PricewaterhouseCoopers LLP for the years ended December 31,
2009 and 2008 were as follows:
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2009
|
|
|
2008
|
|
|
Audit fees
|
|
|
$1,253
|
|
|
$
|
1,355
|
|
Tax fees
|
|
|
$283
|
|
|
$
|
488
|
|
Other fees
|
|
|
$2
|
|
|
$
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1,538
|
|
|
$
|
1,845
|
|
The audit fees for the years ended December 31, 2009 and
2008, were for professional services rendered for the integrated
audits of our consolidated financial statements and of our
internal control over financial reporting, reviews of our
quarterly consolidated financial statements, statutory audits,
accounting consultations, review of SEC registration statements,
comfort letters, consents and attest services. Audit fees for
the year ended December 31, 2009 also include fees related
to our convertible debenture exchange offer.
Tax fees for the years ended December 31, 2009 and 2008,
were for services related to tax planning and compliance.
Other fees for the years ended December 31, 2009 and 2008,
were for license fees related to accounting research software.
Audit Committee
Pre-Approval Policies and Procedures
Our Audit Committee has the sole authority to pre-approve, and
has policies and procedures that require the pre-approval by
them of, all fees paid for services performed by our independent
registered public accounting firm. At the beginning of each
year, the Audit Committee approves the proposed services for the
year, including the nature, type and scope of services and the
related fees. Audit Committee pre-approval is also obtained for
any other engagements that arise during the course of the year.
During 2009 and 2008, all of the audit and non-audit services
provided by PricewaterhouseCoopers LLP were pre-approved by the
Audit Committee.
44
Report of the
Audit Committee
Management of the Company has the primary responsibility for the
financial statements and the reporting process including the
system of internal controls. The Audit Committee is responsible
for reviewing the Companys financial reporting process.
In this context, the Audit Committee has met and held
discussions with management and the independent registered
public accounting firm. Management represented to the Committee
that the financial statements of the Company were prepared in
accordance with generally accepted accounting principles, and
the Committee reviewed and discussed the Companys audited
financial statements with management and the independent
registered public accounting firm. The Committee discussed with
the independent registered public accounting firm matters
required to be discussed by Statement on Auditing Standards
No. 61 (Codification of Statements on Auditing Standards AU
§ 380).
In addition, the Committee has discussed with its independent
registered public accounting firm, the independent registered
public accounting firms independence from the Company and
its management, including the matters in the written disclosures
and the letter from the independent registered public accounting
firm required by applicable requirements of the Public Company
Accounting Oversight Board regarding the independent
accountants communications with the Audit Committee
concerning independence, which have been received by the Audit
Committee. The Audit Committee discussed with the Companys
internal auditors and independent registered public accounting
firm the overall scope and plan for their respective audits. The
Committee meets with the internal auditors and independent
registered public accounting firm, with and without management
present, to discuss the results of their audits, including their
audit of the Companys internal controls and the overall
quality of the Companys financial reporting.
In reliance on the reviews and discussions referred to above,
the Audit Committee recommended to our Board and our Board has
approved, that the audited financial statements be included in
the Annual Report on
Form 10-K
for the year ended December 31, 2009, for filing with the
Securities and Exchange Commission. The Committee and our Board
also appointed PricewaterhouseCoopers LLP as the Companys
independent registered public accounting firm for 2010.
Respectfully Submitted:
The
Audit Committee
Robert J. Tarr, Jr.,
Chairman
John K. Morgan
Steven A. Raymund
William J. Vareschi
45
WESCO
INTERNATIONAL, INC.
Suite 700
225 West Station Square Drive
Pittsburgh, PA
15219-1122
Phone:
412-454-2200
www.wesco.com
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WESCO INTERNATIONAL, INC.
225 WEST STATION SQUARE DRIVE, SUITE 700
PITTSBURGH, PA 15219
ATTN: CORPORATE SECRETARY
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VOTE BY
INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of
information up until 11:59 P.M. Eastern Time Tuesday, May 18, 2010. Have your proxy card
in hand when you access the web site and follow the instructions to obtain your records
and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials,
you can consent to receiving all future proxy statements, proxy cards and annual
reports electronically via e-mail or the Internet. To sign up for electronic
delivery, please follow the instructions above to vote using the Internet and, when
prompted, indicate that you agree to receive or access proxy materials electronically in
future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until
11:59 P.M. Eastern Time, Tuesday, May 18, 2010. Have your proxy card in hand when
you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have
provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY
11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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M23262-P89543
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KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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WESCO INTERNATIONAL, INC. |
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For All
o |
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Withhold All
o |
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For
All Except
o |
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To withhold authority to vote for any individual nominee(s), mark For
All Except and write the number(s) of the nominee(s) on the
line
below.
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|
The Board of Directors recommends a vote FOR
the nominees listed and FOR Proposal
2.
Vote on Directors
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1. |
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Election of Class II Directors
Nominees for a term expiring in 2013:
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01) Sandra Beach Lin
02) Robert J. Tarr, Jr.
03) Stephen A. Van Oss |
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Vote on Proposal |
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For |
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Against |
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Abstain |
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2. |
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Ratification of the appointment of PricewaterhouseCoopers, LLP as our
independent registered public accounting firm for the year ending December 31, 2010.
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o |
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o |
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o |
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NOTE: In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting or
any adjournment or postponement thereof. This proxy, when properly executed, will be
voted in the manner directed herein by the
undersigned stockholder. If no direction is made, the proxy will be voted FOR the
foregoing proposal.
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For address changes, please check this box and write
them on the back where indicated. |
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Please sign exactly as your name(s)
appear(s) hereon. When signing as
attorney, executor, administrator, or
other fiduciary, please give full title as
such. Joint owners should each sign
personally. All holders must sign. If a
corporation or partnership, please
sign in full corporate or partnership
name, by authorized officer.
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Signature
[PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date |
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
M23263-P89543
WESCO
INTERNATIONAL, INC.
This proxy is solicited by the Board of Directors
Annual Meeting of
Stockholders
May 19, 2010 at 2:00
p.m., Local Time
The undersigned hereby appoints Richard P. Heyse and Diane E. Lazzaris as Proxies,
and each of them with full
power of substitution, to represent the undersigned and to vote all the shares of
Common Stock of WESCO International, Inc., which the undersigned would be entitled to
vote if personally present and voting at the Annual Meeting of Stockholders to be
held at the Hyatt Regency Pittsburgh International Airport,
1111 Airport Boulevard, Pittsburgh, Pennsylvania 15231 on May 19, 2010, at 2:00 p.m.,
local time, or any adjournment or postponement thereof, upon all maters properly
coming before the meeting.
This proxy, when properly executed, will be voted in the manner directed herein. If
no such direction is made, this proxy will be voted in accordance with the Board of
Directors recommendations.
(If you noted any address changes above, please mark corresponding box
on the reverse side.)
Continued and to be signed on reverse
side
*** Exercise Your Right to Vote ***
IMPORTANT NOTICE Regarding the Availability of Proxy Materials
WESCO INTERNATIONAL, INC.
Meeting Information
Meeting Type:
Annual Meeting
For holders as of: March 24, 2010
Date: May 19, 2010
Time: 2:00 p.m. Local Time
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Location: |
|
Hyatt Regency Pittsburgh
International Airport
1111 Airport Boulevard,
Pittsburgh Pennsylvania, 15231
|
You are receiving this communication
because you hold shares in the above named
company.
This is not a ballot. You cannot use this
notice to vote these shares. This communication
presents only an overview of the more complete
proxy materials that are available to you on the
Internet. You may view the proxy materials
online at www.proxyvote.com or easily request a
paper copy (see reverse side).
We encourage you to access and review all of the
important information contained in the proxy
materials before voting.
See the reverse side of this notice
to obtain proxy materials and voting instructions. |
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT
ANNUAL REPORT
How to View Online:
Have the 12-Digit Control Number available (located on the following page) and visit:
www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO
charge for requesting a copy. Please choose one of the following methods to make your request:
|
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1) BY INTERNET:
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www.proxyvote.com |
2) BY TELEPHONE:
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1-800-579-1639 |
3) BY E-MAIL*:
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sendmaterial@proxyvote.com |
* |
|
If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control
Number (located on the following page) in the subject line. |
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to
your investment advisor. Please make the request as instructed above on or before May 5, 2010 to facilitate timely delivery.
Please Choose One of the Following Voting Methods
Vote In Person:
If you choose to vote these shares in person at the
meeting, you must request a legal proxy. To do
so, please follow the instructions at www.proxyvote.com or request a paper copy
of the materials, which will contain the
appropriate instructions. Many shareholder meetings have attendance
requirements including, but not limited to, the
possession of an attendance ticket issued by the entity holding the meeting.
Please check the meeting materials for any special requirements for meeting
attendance.
Vote By Internet:
To vote now by Internet, go to www.proxyvote.com. Have the 12
Digit Control Number available and follow the instructions.
Vote By Mail:
You can vote by mail by requesting a paper copy of the materials,
which will include a voting instruction form.
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Voting Items |
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The Board of Directors recommends
that you vote FOR the following: |
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1.
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Election of Class II Directors
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Nominees for a term expiring in 2013:
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01) Sandra Beach Lin
02) Robert J. Tarr, Jr.
03) Stephen A. Van Oss
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The Board of Directors
recommends you vote FOR the
following proposal:
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2.
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Ratification of the appointment of PricewaterhouseCoopers, LLP as our
independent registered public accounting firm for the year ending
December 31, 2010.
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NOTE: In their discretion, the proxies are authorized to vote upon such other business
as may properly come before
the meeting or any adjournment or postponement thereof. This proxy, when
properly executed, will be voted in the manner directed herein by the
undersigned stockholder. If no direction is made, the proxy will be voted FOR
the foregoing proposal.
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