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

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WESCO INTERNATIONAL, INC.

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2022 PROXY STATEMENT

and Notice of Annual Meeting of Stockholders

		(1) WESCO INTERNATIONAL, INC. 225 West Station Square Drive, Suite 700 Pittsburgh, Pennsylvania 15219-1122		Title of each class of securities to which transaction applies:
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Notice of 2022 Annual Meeting of

Stockholders and Proxy Statement

2016

Thursday, May 26, 2016

2:00 P.M. Eastern Time

Sheraton Pittsburgh Hotel at Station Square

300 West Station Square Drive

Pittsburgh, PA 15219

WESCO INTERNATIONAL, INC.

225 West Station Square Drive, Suite 700

Pittsburgh, Pennsylvania 15219-1122

NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS

Dear Fellow Stockholders:

Wesco’s performance in 2021 was exceptional and laid the foundation for the extraordinary value creation opportunity that lies before us. We achieved record sales and profitability last year, significantly growing above pre-pandemic levels, and delivered a 68% stock price return to our stockholders. Since closing the transformational acquisition of Anixter in mid-2020, our team has executed a complex integration plan with speed, agility and excellence. At the same time, we have designed and launched an important commitment to digitally transform our business to propel our growth for the next decade and beyond. Wesco’s scale, expanded portfolio and industry-leading positions, when combined with the integration plan and digital transformation, represent our catalysts for continued market outperformance and lasting value creation for all of our stakeholders.

I am pleased to invite you to attend our 20162022 Annual Meeting of Stockholders. It will be held via live audio webcast on May 26, 2016, at the Sheraton Pittsburgh Hotel at Station Square, 300 West Station Square Drive, Pittsburgh, Pennsylvania.2022. Details regarding the items of business to be conducted at the Annual Meeting are described in the accompanying Proxy Statement:

Voting can be completed in one of four ways:
returning the proxy card by mail				online at www.proxyvote.com
		refer to the phone number on your voting card		online at www.proxyvote.com		or attendingonline during the open poll section of the meeting to vote in person

We are sending a Notice of InternetRegarding the Availability of Proxy Materials to you on or about April 8, 2016.12, 2022. Stockholders of record at the close of business on March 31, 201630, 2022 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,online during the open poll section of the meeting, 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 in the postage-paid envelope provided, whether or not you plan to attend the meeting.

Thank you for your ongoing support of WESCO.Wesco.

By order of the Board of Directors,

John J. Engel

Chairman, President and Chief Executive Officer

PROXY STATEMENT TABLE OF CONTENTSProxy Statement Table of Contents

INTERNET ACCESS TO THIS PROXY STATEMENT

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON MAYImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 26, 20162022

The 20162022 Proxy Statement and 20152021 Annual Report of WESCO International, Inc. (“Wesco” or the “Company”) are available to review at:www.proxydocs.com/wcc. A copy of our Annual Report on Form 10-K is available upon request, without charge. Any request should be directed to our Corporate Secretary at the Company’s headquarters office at 225 West Station Square Drive, Suite 700, Pittsburgh, Pennsylvania 15219-1122.

Questions and Answers.

The Board is soliciting your proxy to vote at the Annual Meeting. A proxy is your legal designation of another person to vote the stock you own – that person is sometimes called “your proxy.” A proxy statement is a document that Securities and Exchange Commission (“SEC”) regulations require us to provide to you when we ask you to sign a proxy designating someone to vote on your behalf.

We are pleased to continue to take advantage of the SecuritiesSEC “Notice and Exchange Commission (the “SEC”)Access” rule, thatwhich permits companies to furnish proxy materials to stockholders over the Internet. On or about April 8, 2016, we will begin mailing proxy materials. A Notice of InternetRegarding the Availability of Proxy Materials (the(a “Notice”) contains instructions on how to vote online or by telephone, or in the alternative, request a paper copy ofaccess the proxy materials online, describes the matters to be considered at our Annual Meeting, and a proxy card.provides instructions on how to vote your shares. By furnishing a Notice and accessAccess to our proxy materials bythrough 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.

The proxy materials for the Annual Meeting include the Notice of Annual Meeting of Stockholders, this Proxy Statement, and our Annual Report on Form QUESTIONS AND ANSWERS10-K. If you receive a paper copy of these materials, the proxy materials also include a proxy card or voting instruction form. Proxy materials are first being made available to stockholders on April 12, 2022.

You may attend the meeting webcast by visiting www.virtualshareholdermeeting.com/WCC2022. You will need the 16-digit control number received with your Notice Regarding the Availability of Proxy Materials. If a bank, brokerage firm, or other nominee holds your shares, you must either designateshould contact that organization for additional information. Rules of conduct for our Annual Meeting will be available once you access the meeting webcast.

The meeting is scheduled to begin at 2:00 pm E.D.T. on May 26, 2022, and online check-in is scheduled to begin at 1:45 p.m. E.D.T. We encourage you to access the meeting platform prior to the meeting start time. The virtual meeting platform is supported across most internet browsers and devices (such as desktops, laptops, tablets, and cell phones) running the most up-to-date version of applicable software and plug-ins. Participants should ensure that they have a proxysufficient internet connection wherever they intend to voteparticipate in the meeting. If you encounter any technical difficulties when accessing or using the virtual meeting website, please call the technical support number that will be posted on your behalf, or attendthe meeting website login page.

The virtual format allows stockholders to communicate with us in advance of, and during, the Annual Meeting and vote your shares in person. Theso they can ask questions of our Board of Directors requestsor management. To submit a question, you must login to the meeting platform using your proxy socontrol number, click on the “Q&A” tab, type the question into the “Submit a question” field, and click “Submit.” During the Annual Meeting, we will answer questions submitted that your sharesare relevant to the business of the Annual Meeting as time permits and in accordance with our meeting rules and procedures. In the interest of addressing as many stockholder questions as possible in the time allotted, stockholders will count toward a quorumgenerally be limited to one question per proposal and questions that are substantially similar may be voted atgrouped and answered once. Questions that are not relevant to the official business of the Annual Meeting or that include derogatory, offensive, or uncivil language or that are otherwise inappropriate or not suitable for the conduct of the Annual Meeting will not be addressed during the meeting. Responses to any questions appropriately submitted and relevant to the official business of the Annual Meeting that were not answered during the meeting due to time constraints will be posted to our Investor Relations website (https://investors.wesco.com) as soon as practicable after the Annual Meeting.

Proposal 1—Elect five Director nominees for a one-year term expiring at the 2017 Annual Meeting of Stockholders.

Proposal 2—Approve, on an advisory basis, the Company’s executive compensation.

Proposal 3—Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2016.

Proposals				Board’s Recommendation		Voting Requirements
1		Elect 9 Directors named in the Proxy Statement, each for a one-year term expiring at the 2023 Annual Meeting		FOR EACH DIRECTOR NOMINEE		Abstentions and broker non-votes have no effect on the proposal. Approval requires a plurality of votes cast.
2		Approve, on an advisory basis, the compensation of the Company’s named executive officers		FOR		Abstentions have the effect of a vote against the proposal; broker non-votes will have no effect on the proposal. Approval requires a majority of votes represented at the meeting and entitled to vote on the matter.
3		Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2022		FOR		Abstentions have the effect of a vote against the proposal; brokers may vote in their discretion on the proposal. Approval requires a majority of votes represented at the meeting and entitled to vote on the matter.

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.

There are four different ways you may cast your vote. You may vote by:

A quorum of stockholders is necessary to transact business at the Annual Meeting. A quorum exists if the holders of a majority of the shares of the Company’s Common Stock entitled to vote at the Annual Meeting are present either in person or by proxy at the Annual Meeting. Abstentions, broker non-votes and votes withheld from Director nominees count as shares present for purposes of determining a quorum.

Wesco pays the cost of preparing our proxy materials and soliciting your vote. We have engaged Innisfree to assist with the solicitation of proxies for an estimated fee of $20,000 plus expenses. Wesco will reimburse brokerage firms and other persons representing beneficial owners of shares for reasonable expenses incurred by them in forwarding proxy-soliciting materials to such beneficial owners. Proxies may be solicited on our behalf by our Directors, officers, employees and agents, without additional remuneration, by telephone, electronic or facsimile transmission or in person.

Stockholders can elect to receive future WESCOWesco Proxy Statements and Annual Reports via paper copies in the mail.

If you are a “stockholder of record”registered stockholder, 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 throughare a broker, bank, or other nominee account),beneficial holder, 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 WESCO’sWesco’s future Annual Reports and Proxy Statements, your enrollment will remain in effect for all future stockholders’ meetings unless you cancel the enrollment.

PROXY SOLICITATION AND VOTING INFORMATION

Item 1 — Proposal to Vote for Election of Directors

ITEM 1 — PROPOSAL TO VOTE FOR ELECTION OF DIRECTORS

The following Director Nominees have been nominated for election to our Board (withfor a term expiring at the 20172023 Annual Meeting of Stockholders): Sandra Beach Lin,Stockholders: John J. Engel, JamesAnne M. Cooney, Matthew J. O’Brien,Espe, Bobby J. Griffin, John K. Morgan, Steven A. Raymund, James L. Singleton, Easwaran Sundaram and Lynn M. Utter.Laura K. Thompson.

BOARD OF DIRECTORSBoard of Directors

The Board currentlyis composed of nine directors as of the filing date of this proxy statement, is currently divided into two classes. Prior to the 2014 Annual Meeting of Stockholders, each of the classes was elected to serve three-year terms which were staggered such that the classes were as equal in number as possible depending on the total number of directors at any time. At the 2014 Annual Meeting of Stockholders, upon the recommendation of and approval by the Board, our stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to declassify the Board. Each Director elected after the 2014 Annual Meeting of Stockholders, whether to succeed a Director whose term has expired or to fill any vacancy, is elected for a one-year term expiring at the next annual meeting. Directors elected at the 2014 Annual Meeting of Stockholders or earlier will serve the remainder of their respective terms before standing for re-election. Accordingly, our declassified board structure will be fully implemented at the 2017 Annual Meeting of Stockholders.

Proxy Statement. The current term of the Director Nominees expires this year, and their successors are to be elected at the Annual Meeting for a one-year term expiring in 2017,2023, subject to earlier retirement, resignation or removal. Robert J. Tarr, Jr., a current Class II Director, will not be standing for re-election to the Board in accordance with the Company’s Director retirement age policy. Mr. Tarr’s term will end on May 26, 2016 at the Annual Meeting. The term of the Class III Directors does not expire until the Annual Meeting of Stockholders to be held in 2017.

Should all nominees be elected as indicated in the proposal above, theThe following is the complete list of individuals who will comprise our Board of Directors and Board Committees immediately following the Annual Meeting.as of March 30, 2022.

 Chair

 Member

Directors

The following information is provided regarding our Directors as of March 30, 2022.

Director Composition

Director Skills, Experience, and Background

The Board regularly reviews the skills, experience, and background that it believes are desirable to be represented on the Board and, in conjunction with the Board’s refreshment process described herein, has evaluated these skills and qualifications to align with the Company’s strategic vision, business and operations. The following is a description of some of these skills, experience and backgrounds, along with the percentage of our Directors that bring such skills and qualifications to the Board.

ElectionBoard composition is assessed to achieve the appropriate mix of Directorsskills and experiences so that the Board, taken as a whole, is well-situated to fulfill the needs of the Company and its stockholders. Also, it is considered particularly beneficial that 100% of Board members have strategic leadership, senior management leadership, and operational expertise, as well as international experience and public company board service.

Our Board proactively seeks diverse Director candidates to provide representation of varied backgrounds, perspectives and experience in the boardroom. When seeking new Director candidates, our Nominating and Governance Committee emphasizes the inclusion of women and racial or ethnic minorities in the candidate pool. Our Board currently consists of 44% women and racially or ethnically diverse Directors, and our goal is to increase this amount to 50% or more. During the past five years, the Board has added three new Directors as part of its refreshment process, each of whom is female or racially or ethnically diverse.

NOMINEE DIRECTORS TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2017The matrix below describes the self-identified gender and race or ethnicity attributes of our Directors:

Gender SANDRA BEACH LIN

Female

✓

✓

Male

✓

✓

✓

✓

✓

✓

✓

Did Not Disclose

Race or Ethnicity

African American or Black

✓

Asian

✓

White or Caucasian

✓

✓

✓

✓

✓

✓

✓

Did Not Disclose

Nominee Directors to Serve for A One-Year Term Expiring In 2023

		Sandra Beach Lin John J. Engel Chairman, President & Chief Executive Officer John J. Engel has served as Chief Executive Officer of Calisolar, Inc., a solar silicon company, a position she held during 2010 and 2011, until her retirement at the end of 2011. She served as Executive Vice President, then as Corporate Executive Vice President, of Celanese Corporation, a global hybrid chemical company from 2007 until 2010. Previously, she served as Group Vice President of Avery Dennison Corporation and President of Alcoa Closure Systems International, Inc. Ms. Beach Lin serves as a Director of American Electric Power, PolyOne Corporation and Interface Biologics. Ms. Beach Lin is also a memberChairman of the National AssociationBoard of Corporate Directors Nominating and Governance Committee Chair Advisory Council.

Qualifications: Among Ms. Beach Lin’s experience, qualifications, attributes and skills for which she is considered a valuable member of the Board of Directors, Ms. Beach Lin: has extensive experience as a senior executive in operational roles, including serving as a Chief Executive Officer; has extensive experience managing global businesses in multiple industries; is experienced in various corporate governance matters and serves as a director of other public company boards; and has extensive experience with LEAN/Six Sigma.

		John J. Engel was elected as Chairman at thesince 2011 Annual Meeting and has served as our President and Chief Executive Officer since 2009. Previously, Mr. Engel served as our Senior Vice President and Chief Operating Officer from 2004 to 2009. Before joining WESCOWesco in 2004, Mr. Engel served as Senior Vice President and General Manager of Gateway, Inc.; Executive Vice President and Senior Vice President of Perkin Elmer, Inc.; and Vice President and General Manager of Allied Signal, Inc. Mr. Engel also held various engineering, manufacturing and general management positions at General Electric Company. Mr. Engel also serves as a director of United States Steel Corporation, is a member of the Business Roundtable and the Business Council and is a member of the Board of Directors of the National Association of Manufacturers.

Qualifications:Among Mr. Engel’s experience, qualifications, attributes and skills for which he is considered a valuable member of the Board of Directors, Mr. Engel is the Company’s Chairman and Chief Executive Officer, previously served as its Chief Operating Officer and has extensive experience as a senior executive and operating leader in various global industries.

Qualifications: Among Mr. Engel’s experience, qualifications, attributes and skills for which he is considered a valuable member of the Board of Directors, Mr. Engel is the Company’s Chairman and Chief Executive Officer, previously served as its Chief Operating Officer and has extensive experience as a senior executive and operating leader in various global industries and a diverse range of businesses. He is experienced in strategic planning, risk oversight and managing complex operational and financial matters.

		Anne M. Cooney Former President, Process Industries & Drives Division, Siemens Industry, Inc. Anne M. Cooney served as President of the Process Industries and Drives Division of Siemens Industry, Inc., a division of Siemens AG, from October 2014 until her retirement in December 2018. Previously, she held a variety of executive management positions at Siemens after joining the company in 2001, including serving as Chief Operating Officer, Siemens Healthcare Diagnostics, a division of Siemens AG, from 2011 until 2014, and serving as President, Drives Technologies of Siemens Industry, Inc. from 2008 until 2011. Earlier in her career, she also held various leadership roles with increasing responsibility at General Electric Company and served as Vice President, Manufacturing of Aladdin Industries, LLC. Ms. Cooney is a director of The Manitowoc Company, Inc. and Summit Materials, Inc.. Qualifications: Among Ms. Cooney’s experience, qualifications, attributes and skills for which she is considered a valuable member of the Board of Directors, Ms. Cooney has expertise in managing businesses and operations of complex global organizations, executive leadership experience in the industrial sector, and domain knowledge of electrical and utility end markets.
Age: 62 Director since: 2021 Member of: Audit Committee

		James Matthew J. O’BrienEspe Operating Partner, Advent International Matthew J. Espe is an Operating Partner at Advent International, a private equity investment firm, a position he has held since November 2017, and is an Operating Partner at Periphas Capital, a private equity investment firm, a position he has held since February 2018. He currently serves as chairman for two privately-held portfolio companies. From February 2017 to November 2017, he served as the ChairmanChief Executive Officer of the BoardRadial, Inc., a multinational e-commerce company. Previously, Mr. Espe served as Chief Executive Officer and President of Armstrong World Industries, Inc., a global producer of flooring products and ceiling systems, a position he held from 2010 to March 2016. Previously, Mr. Espe served as Chairman and Chief Executive Officer of AshlandRicoh Americas from 2008 to 2010 and Chairman and Chief Executive Officer of IKON Office Solutions, Inc., a Fortune 500 company, from 2002 through December 2014,to 2008. Mr. Espe began his career at General Electric Company, and previouslyhe was Ashland’swith GE for more than 20 years, most recently as President and Chief Operating Officer.Executive Officer of GE Lighting. Mr. O’BrienEspe is also served as the President of Valvoline from 1995 to 2001. Currently, he is a director of Albemarle Corporation, Eastman Chemical Company and Humana Inc. Mr. O’Brien serves as a member of the Dean’s Advisory Council for the Fisher Graduate CollegeBoard of Business at The Ohio State University.

Qualifications: Among Mr. O’Brien’s experience, qualifications, attributes and skills for which he is considered a valuable member of the Board of Directors, Mr. O’Brien has considerable experience as a Chief Executive Officer of a Fortune 500 company, and he brings significant management experience and knowledge to the Board of Directors in the areas of finance, accounting, international business operations, risk oversight and corporate governance. He also brings significant experience gained from service on the board of directors of other public companies.Directors of Realogy Holdings Corp., Foundation Building Materials, Inc., and Periphas Capital Partnership Corporation.

Qualifications: Among Mr. Espe’s experience, qualifications, attributes and skills for which he is considered a valuable member of the Board of Directors, Mr. Espe has considerable experience as a Chief Executive Officer of a Fortune 500 company, and he brings significant management experience and knowledge to the Board of Directors in the areas of finance, accounting, international business operations, risk oversight and corporate governance. He also brings significant experience gained from service on the board of directors of other public companies.

		Steven A. Raymund began his employment with Tech Data Corporation, a distributor of information technology products, in 1981. From 1986 until his retirement in 2006, he served as its Chief Executive Officer. Since 1991, he has served as Tech Data’s 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; the Board of Trustees of All Children’s Hospital, Inc.; The Board of Trustees of the University of Oregon Foundation; and the Board of Directors for Gulf Coast Jewish Family and Community Services.

Qualifications: Among Mr. Raymund’s 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 of a Fortune 500 company in a global distribution business, has supply chain expertise, has broad experience as a public company board member in various industries, and is an audit committee financial expert.

Election of Directors

		Lynn M. Utter served as the President and Chief Operating Officer of Knoll Office, a designer and manufacturer of office furniture products, from February 2012 to April 2015. She served as President and Chief Operating Officer of Knoll North America from 2008 to February 2012. From 1997 to 2008, she served as Chief Strategy Officer and in a number of other senior operating and strategic planning positions for Coors Brewing Company. From 1986 to 1996, 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 at the Stanford Graduate School of Business.

Qualifications: Among Ms. Utter’s experience, qualifications, attributes and skills for which she is considered a valuable member of the Board of Directors, Ms. Utter has executive leadership experience in key operating roles, most recently as President and Chief Operating Officer; has extensive experience as a senior executive in multiple industries and disciplines, including sales, manufacturing and distribution; has extensive experience in strategic planning as a Chief Strategy Officer and strategy consultant; and has been awarded recognition in the business community as a woman whose outstanding achievements serve as a model of excellence.

Retiring

		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.

Qualifications: Among Mr. Tarr’s 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 a Chief Executive Officer and as a board member for businesses in various industries and has extensive experience in capital markets and with mergers and acquisitions.

Board of Directors

CLASS III DIRECTORS — PRESENT TERM EXPIRES IN 2017

		John K. Morgan served as the Chairman, President and Chief Executive Officer of Zep Inc., a specialty chemicals company, from October 2007 until his retirement in June 2015. 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 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 2005, as Senior Executive Vice President and Chief Operating Officer from 2002 to 2004, and as Executive Vice President from 2001 to 2002.

Qualifications: Among Mr. Morgan’s experience, qualifications, attributes and skills for which he is considered a valuable member of the Board of Directors, Mr. Morgan has experience as a Chief Executive Officer with broad expertise in senior executive and operating leadership roles, including extensive experience in and knowledge of the industry in which the Company operates.

		James L. Singleton is Chairman and Chief Executive Officer of Cürex Group Holdings, LLC, an organization that provides technologies and financial products to the global foreign exchange marketplace, and has held that position since May 2014. From June 2010 to May 2014, he served as the Vice Chairman of Cürex Group Holdings, LLC. He is also the founder and Managing Director of Pillar Capital LP, an investment management firm, and he has served in such capacity since September 2007. From 1994 to 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.

Qualifications: Among Mr. Singleton’s experience, qualifications, attributes and skills for which he is considered a valuable member of the Board of Directors, Mr. Singleton is a Chief Executive Officer and has extensive expertise in the capital markets, mergers and acquisitions, and knowledge of the Company, its industry, business and history.

		Bobby J. Griffin served as President, International Operations of Ryder System, Inc., a global provider of commercial transportation, logistics, and supply chain management solutions, from 2005 to 2007.2007, at which time he retired. Beginning in 1986, Mr. Griffin served in various other management positions with Ryder System, Inc., including as Executive Vice President, International Operations from 2003 to March 2005 and Executive Vice President, Global Supply Chain Operations from 2001 to 2003. Prior to Ryder System, Inc., Mr. Griffin was an executive at ATE Management and Service Company, Inc., which was acquired by Ryder System, Inc. in 1986. He also serves as a director of Atlas Air Worldwide Holdings, Inc., Hanesbrands Inc. and United Rentals, Inc. Qualifications: Among Mr. Griffin’s experience, qualifications, attributes and skills for which he is considered a valuable member of the Board of Directors, Mr. Griffin has served as a director of Horizon Lines, Inc. from May 2010 until April 2012.senior executive in multiple industries, has supply chain expertise, has extensive international business experience, and significant experience as a public company board member.

Qualifications:

Age: 73 Among Mr. Griffin’s experience, qualifications, attributes and skills for which he is considered a valuable member of the Board of Directors, Mr. Griffin has served as a senior executive in multiple industries, has supply chain expertise, has extensive international business experience, and experience as a public company board member.

Director since: 2014

Member of: Compensation Committee, Executive Committee, and Nominating and Governance Committee (Chair)

		John K. Morgan Former Chairman, President and Chief Executive Officer, Zep Inc. John K. Morgan served as the Chairman, President and Chief Executive Officer of Zep Inc., a specialty chemicals company, from 2007 until his retirement in June 2015. 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 spinoff from Acuity Brands, Inc. From 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 2005, as Senior Executive Vice President and Chief Operating Officer from 2002 to 2004, and as Executive Vice President from 2001 to 2002. He previously served as a director of LSI Industries Inc. Qualifications: Among Mr. Morgan’s experience, qualifications, attributes and skills for which he is considered a valuable member of the Board of Directors, Mr. Morgan has experience as a Chief Executive Officer with broad expertise in senior executive and operating leadership roles, including extensive experience in and knowledge of the industry in which the Company operates.
Age: 67 Director since: 2008 Member of: Compensation Committee (Chair) and Executive Committee

Executive Officers

EXECUTIVE OFFICERS

		Steven A. Raymund Former Chairman and Chief Executive Officer, Tech Data Corporation Steven A. Raymund began his employment with Tech Data Corporation, a distributor of information technology products, in 1981. From 1986 until his retirement in 2006, he served as its Chief Executive Officer, and from 1991 to June 2017, he served as its Chairman of the Board of Directors. Mr. Raymund also serves as a director of Jabil, Inc. and as a member of the Board of Trustees of All Children’s Hospital, Inc. and the Board of Trustees of the University of Oregon Foundation. Qualifications: Among Mr. Raymund’s 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 of a Fortune 500 company in a global distribution business, has supply chain expertise, has broad experience as a public company board member in various industries, and is an audit committee financial expert.
Age: 66   Director since: 2006 Member of: Audit Committee (Chair) and Executive Committee

Executive Officers

Our executive officers and their respective ages and positions as of April 8, 2016,March 30, 2022, are set forth below.

Timothy A. Hibbardwas appointedJohn J. Engel has served as Chairman of the Board of Directors since May 2011 and as our Vice President and Corporate Controller in February 2012. From 2006 to February 2012, he served as our Corporate Controller. From 2002 to 2006, he served as Corporate Controller at Kennametal Inc. From 2000 to 2002,Chief Executive Officer since 2009. Previously, Mr. Hibbard served as Director of Finance of Kennametal’s Advanced Materials Solutions Group, and, from 1998 to 2000, he served as Controller of Greenfield Industries, Inc., a subsidiary of Kennametal Inc.

Diane E. LazzarishasEngel served as our Senior Vice President and Chief Operating Officer from 2004 to 2009. Before joining Wesco in 2004, Mr. Engel served as Senior Vice President and General Manager of Gateway, Inc., Executive Vice President and Senior Vice President of Perkin Elmer, Inc., Vice President and General Manager of Allied Signal, Inc., and also held various engineering, manufacturing and general management positions at General Electric Company.

James F. Cameron has served as our Executive Vice President and General Manager of the Utility and Broadband Solutions (UBS) strategic business unit since June 2020. From January 2014 to June 2020 he was Vice President and General Manager of the Utility and Broadband Group, and from 2011 to 2013 he was Regional Vice President of our Utility business. Prior to joining Wesco in 2011, Mr. Cameron served as Senior Vice President of the Utility Group, and Vice President of Marketing & Operations with Irby, a Sonepar Company. Earlier in his career, Mr. Cameron held various positions with Hubbell Power Systems, Thomas & Betts and ABB.

Theodore A. Dosch has served as our Executive Vice President, Strategy and Chief Transformation Officer since June 2020. Prior to the Anixter acquisition in 2020, Mr. Dosch served as the Executive Vice President – Finance and Chief Financial Officer of Anixter International Inc. from July 2011 to June 2020 after serving as its Senior Vice President – Global Finance from January 2009 to July 2011. Previously, Mr. Dosch served as CFO – North America and Vice President – Maytag Integration at Whirlpool Corporation from 2006 to 2008; and held a variety of financial related roles at Whirlpool since 1986.

William C. Geary, II has served as our Executive Vice President and General Manager of the Communications & Security Solutions (CSS) strategic business unit since June 2020. Prior to the Anixter acquisition in 2020, Mr. Geary served as Executive Vice President – Network & Security Solutions of Anixter International Inc. from July 2017 to June 2020 and Senior Vice President – Global Markets – Network & Security Solutions from January 2017 to June 2017. Previously, Mr. Geary held a variety of senior management roles at Accu-Tech Corporation, a wholly-owned subsidiary of Anixter.

Akash Khurana has served as our Executive Vice President and Chief Information and Digital Officer since joining the Company in November 2020. Before joining Wesco, Mr. Khurana served as Chief Information Officer and Chief Data Officer of Global information of McDermott International, Ltd. from March 2015 to November 2020. Previously, he served as Senior Director of Global Product Lines and Regional P&Ls at Baker Hughes and held a variety of leadership roles at GE Healthcare and Power & Water Divisions.

Diane E. Lazzaris has served as our Executive Vice President and General Counsel since JanuaryJune 2020 and also as Corporate Secretary since February 2021. From 2014 to June 2020 she served as Senior Vice President and General Counsel, and from February 2010 to December 2013 she served as our Vice President, Legal Affairs. From 2008 to February 2010, Ms. Lazzaris served as Senior Vice President – Legal, General Counsel and Corporate Secretary of Dick’s Sporting Goods, Inc. From 1994 to 2008, she held various corporate counsel positions at Alcoa Inc., most recently asincluding Group Counsel to a group of global businesses.

Hemant Porwal has served as our Executive Vice President, Supply Chain and Operations division since June 2020, and from January 2015 to June 2020 as Vice President of Global Supply Chain and Operations. Before joining Wesco, Mr. Porwal served as Vice President at Sears Holding Corporation, leading their global procurement function since 2011, and at PepsiCo where he held roles with increasing responsibility in Operations, Supply Chain, Procurement and Finance.

David S. ParksSchulzhas served as our Executive Vice President and Chief Financial Officer since June 2020, and from October 2016 to June 2020, he served as Senior Vice President and Chief Financial Officer. Prior to joining Wesco, Mr. Schulz served as Senior Vice President and Chief Operating Officer of Armstrong Flooring, Inc. from April 2016 to October 2016 and from November 2013 to March 2016, he served as Senior Vice President and Chief Financial Officer of Armstrong World Industries, Inc. and as Vice President, Finance of the Armstrong Building Products division from 2011 to November 2013. Prior to joining Armstrong World Industries in 2011, he held various financial leadership roles with Procter & Gamble and The J.M. Smucker Company. Mr. Schulz began his career as an officer in the United States Marine Corps.

Nelson J. Squires III has served as our Executive Vice President and General Manager of the Electrical and Electronics Solutions (EES) strategic business unit since June 2020, and from October 2019 to June 2020 he served as our Senior Vice President and Chief Financial Officer sinceOperating Officer. From January 2014, and from June 20122018 to December 2013September 2019 he served as ourGroup Vice President and Chief Financial Officer. From 2008 to February 2012, he servedGeneral Manager of Wesco Canada/International/WIS and as Group Vice President and General Manager of FinanceWesco Canada from August 2015 to January 2018. From 2010 to July 2015, he was Vice President and General Manager, North America Merchant Gases and President, Air Products Canada of United Technologies Corporation for their global FireAir Products and Security business. From 2005 to 2008, heChemicals, Inc. He has also served in regional and general management positions, as Directordirector of Investor Relations of United Technologies Corporation. He beganinvestor relations, and in various sales positions at Air Products. Earlier in his career, he was a captain in public accounting with Coopers & Lybrand.the United States Army.

Kimberly G. WindrowChristine A. Wolfhas served as our SeniorExecutive Vice President and Chief Human Resources Officer since January 2014,June 2020, and from August 2010June 2018 to December 2013 she served as our Vice President, Human Resources. From 2004 until July 2010, Ms. Windrow servedJune 2020 as Senior Vice President ofand Chief Human Resources for The McGraw Hill Companies inOfficer. Before joining Wesco from 2011 to June 2018, Ms. Wolf served as the education segment.Chief Human Resources Officer of Orbital ATK, Inc. until its acquisition by Northrop Grumman. From 2001 until 2004,2008 to 2011, she served as Senior Vice President ofthe Chief Human Resources for The MONY Group,Officer of Fannie Mae and from 1988 until 2000,2004 to 2008 she served as Chief Human Resources Officer of E*Trade Financial Corporation. Prior to that, she held various positions in various Human Resource positions at Willis, Inc.human resources with companies in a variety of industries.

Corporate Governance

CORPORATE GOVERNANCE

Corporate Governance Guidelines

Director Independence

Sundaram and Messes. Cooney and Thompson.

Director Qualifications and Director Diversity

The Nominating and Governance Committee also reviews the characteristics of incumbent 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. The Nominating and Governance Committee uses a skills matrix to assess the overall composition of the Board, including such characteristics as CEO experience, strategy and operational expertise, financial expertise, capital markets expertise, sales orand marketing expertise, supply chain orand industry experience, mergers and acquisitions experience, international experience, and technology expertise, and operational or strategycybersecurity experience, among

Director Continuing Education

As part of our efforts designed to ensure a continuing high-performance Board, membersDirectors participate in this continuous improvement process.

The Audit Committee, which is comprised 100% of independent members, discusses and reviews guidelines and policies with respect to risk assessment and risk management and discusses with management the Company’s major financial risk exposures and the steps management takes to monitor and control such exposures. The Audit Committee is also responsible for oversight of cybersecurity risk. The Compensation Committee, which is comprised 100% of the Boardindependent members, reviews the potential for risk related to the Company’s compensation arrangements, including compensation arrangements and policies for executives, and determines whether any such arrangements are likely to encourage excessive or inappropriate risk taking. The Nominating and Governance Committee, which is comprised 100% of independent members, is responsible for oversight of significant ESG matters that are relevant to the Company.

To more effectively prevent, detect and respond to information security threats, the Company has a dedicated Chief Information Security Officer (CISO) whose team is responsible for leading enterprise-wide information security strategy, policy, standards, architecture and processes. As part of its oversight of cybersecurity risk, the Audit Committee meets at least quarterly with the Company’s Chief Information Security Officer, the Chief Information and Digital Officer, and other senior leaders to receive updates on cybersecurity risks and threats, the status of initiatives to strengthen the Company’s information security systems and management’s assessments of the Company’s security program. The Board and its committees request and receive regular reports from management on cybersecurity topics. The Company has developed and conducts mandatory information security training programs for all employees and maintains cyber liability insurance policies.

Environmental, Social and Governance Matters

The Board is committed to supporting the Company’s efforts to conduct its business in a principled, transparent, and accountable manner. The Board believes that its effective oversight of ESG matters is central to its risk oversight function. The Nominating and Governance Committee is responsible for oversight of significant ESG matters. In 2021, the Company continued to integrate and enhance its ESG program across the combined company.

In 2021, Wesco published its sustainability report, which is based on the Global Reporting Initiative (GRI) framework with cross-references to relevant Sustainability Accounting Standards Board (SASB) principles. More information about Wesco’s corporate social responsibility activities can be found at www.wesco.com/responsibility, and our 2021 Sustainability Report can be found at www.wesco.com/responsibility/sustainability.

Commitment to Environmental Sustainability

We are committed to maintaining an ethical, safe, and environmentally sustainable culture. As a distribution and supply chain services company, our approach to sustainability includes not only leveraging positive actions across our organization to minimize the environmental impacts of our own operations, but also includes assisting our customers and suppliers with attaining their sustainability goals through our products, services, and supply chain solutions. For example, we assist our customers in areas such as lighting efficiency, energy management, renewable energy, and green procurement. We also support utilities as they meet their renewable portfolio standards initiatives (solar and wind generation projects). Our lighting renovation and retrofit business is focused on improving energy efficiency in offices, schools, high rise buildings and manufacturing plants and our automation solutions are focused on reducing waste for customers.

Overall, we continue to invest in new and emerging technologies and expand our capabilities in order to meet growing demands in these areas:

		ENERGY EFFICIENCY						ENERGY MANAGEMENT
We provide some of the most efficient products on the market, including LED lighting and energy-efficient power systems.						We offer a suite of smart building solutions that help manage a facility’s environmental impact, including advanced building automation equipment and HVAC controls.
		RENEWABLE ENERGY						SUSTAINABLE MAINTENANCE, REPAIR & OPERATIONS
We provide turnkey renewable energy solutions ranging from large-scale photovoltaic projects to customized solar, wind, and energy solutions.						We help businesses meet green procurement goals by offering a broad range of sustainable tools, safety equipment, and miscellaneous consumables.

We engage with stakeholders, including our employees, customers, suppliers, stockholders, and the communities in which we do business, to enhance our sustainability strategy, practices, and communications.

We had previously established sustainability goals for our business in 2016, which have guided our actions and initiatives. Following Wesco’s merger with Anixter in 2020 and the resulting change in the Company’s profile, we introduced new sustainability goals that we intend to achieve by 2030. Our performance relative to our 2016 goals, and our newly established 2030 sustainability goals are described below.

The achievements described above reflect legacy Wesco only data in order to have an equal comparison to previous years. We believe a portion of the reduction in this year’s GHG and Energy intensity is due to the COVID-19 Pandemic and a reduction in employees in our offices.

United Nations Global Compact and Sustainable Development Goals

Our commitment to sustainability includes supporting the 10 principles of the United Nations Global Compact, which we joined in 2017. We are also committed to the United Nations Sustainable Development Goals. Our recent efforts had the most impact for the goals described below.

GOOD HEALTH		AFFORDABLE AND		INDUSTRY, INNOVATION		REDUCED		RESPONSIBLE CONSUMPTION
AND WELL-BEING		CLEAN ENERGY		AND INFRASTRUCTURE		INEQUALITIES		AND PRODUCTION

Commitment to Inclusion and Diversity – We strongly believe that our people and our high-performance culture are our greatest assets. The merger of Wesco and Anixter nearly doubled our pro forma revenue, and significantly increased our employee headcount and global footprint, including the number of countries in which we operate. We take great pride in our diverse and talented workforce and aspire to becoming the employer of choice for diverse talent in our industry. Our Compensation Committee and Board are updated routinely by management on our diversity and inclusion programs and engage in regular discussions on matters such as workplace culture, talent development, inclusion and diversity, and workforce risk.

We work to ensure that all personnel actions are administered without regard to an employee’s race, color, religion, ethnicity, gender or sexual orientation. We continually seek to recruit diverse candidates and increase our representation of women and ethnic minorities, particularly in middle and senior management roles.

The goals of Wesco’s Inclusion and Diversity program are to:

Wesco has established an Inclusion & Diversity Council comprised of members of our senior management to lead the formation of five Business Resource Groups (“BRGs”) – WIN (Women’s Impact Network), Mosaic (Black, Indigenous, and People of Color), Pride (LGBTQ+), Volt (Veterans), and Employees with Diverse Abilities. These BRGs foster a sense of community and inclusion, provide opportunities to network, support advancement opportunities within the organization, and assist with recruiting. The BRGs are global and open to all employees regardless of any aspect of their personal identity.

In 2021, we were honored to again be recognized by Forbes as one of the World’s Best Employers and one of America’s Best Employers for Women.

Commitment to Human Rights – At Wesco, the way in which we conduct business is as important as the products and services that we provide. Our Human Rights policy includes protections relating to:

Commitment to Safety – Safety is a core value of Wesco and we are committed to reducing or eliminating health and safety risks through dedicated programs, leadership commitment, and employee involvement. We seek to achieve continuous improvement in the safety of our facilities and industry-leading safety metrics. In response to the COVID-19 pandemic, we implemented significant operating changes to promote a safe operating environment for our employees, and to protect the communities in which we operate. As an essential business, substantially all of our distribution facilities have remained open and we implemented additional safety measures for employees doing critical on-site work and required other employees to work remotely.

Prohibition on Hedging and Pledging

The Company’s Insider Trading Policy prohibits Section 16 Directors and Officers from engaging in any hedging transactions that involve Wesco securities. Wesco believes that this ensures a strong alignment of the interests of Directors and Officers with our stockholders. The policy also prohibits all Officers, Directors, Designated Insiders and employees from selling short (including short sales “against the box”) or from trading, writing, or purchasing “put” or “call” options on Wesco securities. Section 16 Directors and Officers also are prohibited from holding securities of Wesco in a margin account and from using shares as collateral and pledging them as security for a loan. Designated Insiders and employee stockholders are not prohibited from using Wesco securities as collateral to secure a bona fide loan.

Stockholder Proposals for 20172023 Annual Meeting

Board and Committee Meetings

BOARD AND COMMITTEE MEETINGS

Audit Committee

All of the members of our Audit Committee are required to be, and were determined by our Board to be, independent Directors according to the independence standards of the SEC and the NYSE. During 2021, the Audit Committee consisted of Messrs. Raymund and Sundaram and Messes. Thompson and Utter, with Mr. Raymund serving as Chair. Ms. Cooney served on the Audit Committee upon joining the Board in September 2021, and Ms. Utter served on the Audit Committee until she retired from the Board on December 31, 2021. Our Board has determined that Mr. Raymund and Messes. Thompson and Utter are Audit Committee Financial Experts, 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 Quarterly Reports on Form 10-Q; (f) providing oversight for cybersecurity risks; and (g) reviewing any non-audit services to be performed by the independent registered public accounting firm and the potential effect on the registered public accounting firm’s independence. Our Audit Committee held eight meetings in 2021.

Compensation Committee

All of the members of our Compensation Committee are required to be, and were at all times, independent Directors according to the independence standards of the SEC and the NYSE (including the enhanced independence requirements for Compensation Committee members). During 2021, the Compensation Committee consisted of Messrs. Morgan, Espe, Griffin and Singleton, with Mr. Morgan serving as Chair. Our Compensation Committee is responsible for the review, recommendation and approval of compensation arrangements for executive officers and for the administration of certain benefit and compensation plans and arrangements of the Company. Our Compensation Committee held seven meetings in 2021.

Executive Committee

2021.

Nominating and Governance Committee