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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