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

On December 16, 2022, the Board of Directors (the "Board") of WESCO International, Inc. (the "Company") approved and adopted amended and restated bylaws for the Company (the "Amended Bylaws"), effective immediately. The amendments effected by the Amended Bylaws principally include: (i) updated provisions relating to stockholder director nominations to address the universal proxy rules adopted by the Securities and Exchange Commission; (ii) enhanced disclosure requirements relating to the purpose of transactions and descriptions of plans or proposals that would be required to be disclosed under Schedule 13D, designed to enhance transparency and help to provide relevant information to stockholders; and (iii) conforming changes related to recent amendments in the Delaware General Corporation Law regarding making stockholder lists available for inspection, designed to address privacy concerns relating to the broadcast of such information.

The foregoing summary of the amendments effected by the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.              Description
3.1                        By-Laws, amended and restated as of December 16, 2022  .
                         Cover Page Interactive Data File (embedded within the Inline XBRL
104                      document)




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