Item 3.03. Material Modification to Rights of Security Holders.

On July 17, 2020, WESCO International, Inc., a Delaware corporation ("WESCO"), announced that its Board of Directors has declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock of WESCO, par value $0.01 per share ("WESCO Common Stock"), and adopted a stockholder rights plan, as set forth in the Rights Agreement, dated as of July 17, 2020 (the "Rights Agreement"), by and between WESCO and Computershare Trust Company, N.A., as rights agent. The dividend is payable on July 27, 2020 to WESCO stockholders of record as of the close of business on July 27, 2020. The Rights Agreement provides that the Rights will expire on July 16, 2021.

The Board has adopted the Rights Agreement to assure that all of WESCO's stockholders receive fair and equal treatment in the event of any proposed takeover of WESCO, and to guard against tactics to exert control over WESCO without paying all stockholders a premium for that control. The Rights Agreement allows WESCO's management team to focus on the ongoing integration process, and will support execution on WESCO's strategic vision for the combined company. WESCO remains committed to delivering on synergies, realizing the combined company's full growth potential, and ultimately ensuring the success of the combined company for the benefit of all stockholders.

In general terms, the Rights Agreement works by imposing a significant penalty upon any person or group which acquires 10% or more (15% or more in the case of passive investors filing statements on Schedule 13G) of the outstanding WESCO Common Stock without the approval of the Board. However, passive investors filing statements on Schedule 13G will not benefit from the higher threshold if they subsequently file a statement on Schedule 13D and, at such time or anytime thereafter, beneficially own 10% or more of the outstanding WESCO Common Stock, unless such investors reduce their ownership to below 10% within 10 days from such filing. If a person or group beneficially owns 10% or more (or, in the case of passive investors filing statements on Schedule 13G, 15% or more) of WESCO Common Stock at the time of the adoption of the rights plan, such person's or group's ownership will be "grandfathered" at the level of their ownership at the time of the adoption of the rights plan, but the rights would become exercisable if such person or group subsequently acquires any additional shares of WESCO Common Stock. The Rights Agreement will not interfere with any merger or other business combination approved by the Board.

A summary of the terms of the Rights Agreement follows:

General.

The Rights. The Rights will initially trade with, and will be inseparable from, the shares WESCO Common Stock. The Rights are evidenced only by certificates (or, in the case of uncertificated shares, by notations in the book entry account system) that represent shares of the WESCO Common Stock. New Rights will accompany any new shares of WESCO Common Stock issued after July 27, 2020 until the Distribution Date (as defined below) or the earlier expiration, exchange or redemption of the Rights.

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Exercise Price. Each Right will allow its holder to purchase from WESCO one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $0.01 per share (a "Preferred Share"), for $250 (the "Exercise Price"), once the Rights become exercisable. This portion of a Preferred Share will give the stockholder approximately the same dividend, voting and liquidation rights as would one share of WESCO Common Stock.

Exercisability. The Rights will not be exercisable until 10 days after the public announcement that a person or group has become an "Acquiring Person" (as defined in the Rights Agreement) by obtaining beneficial ownership of 10% or more (15% or more in the case of passive investors filing statements on Schedule 13G) of the outstanding WESCO Common Stock. Prior to exercise, the Right does not give its holder any dividend, voting or liquidation rights.

The date when the Rights become exercisable is referred to herein as the "Distribution Date." Until that date, the WESCO Common Stock certificates (or, in the case of uncertificated shares, notations in the book-entry account system), will also evidence the Rights, and any transfer of shares of WESCO Common Stock will constitute a transfer of Rights. After that date, the Rights will separate from the WESCO Common Stock and be evidenced by book-entry credits or by Rights certificates that WESCO will mail to all eligible holders of WESCO Common Stock. Any Rights held by an Acquiring Person are null and void and may not be exercised.

Beneficial Ownership. Certain synthetic interests in securities created by derivative positions - whether or not such interests are considered to be ownership of underlying shares of WESCO Common Stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934, as amended - are treated as beneficial ownership of the number of shares of WESCO Common Stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of WESCO Common Stock are directly or indirectly held by counterparties to the derivatives contracts. Swaps dealers unassociated with any control intent or intent to evade the purposes of the Rights Agreement are excepted from such imputed beneficial ownership. In addition, shares held by Affiliates and Associates of an Acquiring Person, and Notional Common Shares held by counterparties to a Derivatives Contract with an Acquiring Person, will be deemed to be beneficially owned by the Acquiring Person (in each case as such capitalized terms are defined in the Rights Agreement).

Expiration. The Rights will expire on July 16, 2021. The Board could determine to terminate the rights plan earlier if circumstances warrant.

Redemption. The Board may redeem the Rights for $0.001 per Right at any time before any person or group becomes an Acquiring Person. If the Board redeems any Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of Rights will be to receive the redemption price of $0.001 per Right. The redemption price will be adjusted if WESCO effects a stock split or stock dividend of WESCO Common Stock.

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Anti-Dilution Provisions. The Board may adjust the purchase price of the Preferred Shares, the number of Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split or other reclassification of the Preferred Shares or WESCO Common Stock. No adjustments to the Exercise Price of less than 1% will be made.

Amendments. The terms of the Rights Agreement may be amended by the Board without the consent of the holders of the Rights. After a person or group becomes an Acquiring Person, the Board may not amend the Rights Agreement in a way that adversely affects holders of the Rights.

Consequences of a Person or Group Becoming an Acquiring Person. . . .

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

In connection with the adoption of the Rights Agreement referenced in Item 3.03 above, the Board approved the Certificate of Designations establishing the Preferred Shares and the rights, preferences and privileges thereof. The Certificate of Designations was filed with the Secretary of State of the State of Delaware on July 16, 2020. The Certificate of Designations is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information set forth under Item 3.03 above is incorporated herein by reference.




Item 8.01. Other Events.

On July 17, 2020, WESCO announced the declaration of the dividend of Rights and issued a press release relating to such events, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits





     (d)  Exhibits.

            3.1    Certificate of Designations of Series B Junior Participating
                   Preferred Stock of WESCO International, Inc.

            4.1    Rights Agreement, dated as of July 17, 2020, between WESCO
                   International, Inc. and Computershare Trust Company, N.A., as rights
                   agent, which includes the form of Certificate of Designations as
                   Exhibit A, the form of Right Certificate as Exhibit B and the
                   Summary of Rights to Purchase Preferred Shares as Exhibit C.

            99.1   Press Release, dated as of July 17, 2020.

          104      Cover Page Interactive Data File (embedded within the Inline XBRL
                   document).

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