SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
WESCO INTERNATIONAL, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(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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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] 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.
(1) Amount Previously Paid:
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(4) Date Filed:
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[WESCO INTERNATIONAL LOGO]
2004
-------------------------------------------------
-------------------------------------------------
Notice of Annual Meeting
and Proxy Statement
WESCO INTERNATIONAL, INC.
-----------------------------------
225 West Station Square Drive, Suite 700
Pittsburgh, PA 15219
WESCO INTERNATIONAL, INC.
225 WEST STATION SQUARE DRIVE, SUITE 700
PITTSBURGH, PENNSYLVANIA 15219
NOTICE OF 2004 ANNUAL MEETING OF STOCKHOLDERS
May 19, 2004
The Annual Meeting of the Stockholders of WESCO International, Inc. will be
held on Wednesday, May 19, 2004, at 2:00 p.m., E.D.S.T., at WESCO Corporate
Headquarters, located at 225 West Station Square Drive, Suite 700, Pittsburgh,
Pennsylvania 15219, to consider and take action on the following:
1) Election of a class of three directors for a three-year term
expiring in 2007; and
2) Transaction of any other business properly brought before the
meeting.
The Board of Directors recommends a vote in favor of these proposals.
Stockholders of record at the close of business on April 5, 2004 will be
entitled to vote at the Annual Meeting or any adjournments thereof. A list of
stockholders entitled to vote will be available at the Annual Meeting and during
ordinary business hours for ten days prior to the meeting at our corporate
offices, 225 West Station Square Drive, Suite 700, Pittsburgh, Pennsylvania,
15219, for examination by any holder of record for any legally valid purpose.
WESCO International, Inc. stockholders or their authorized representatives
by proxy may attend the meeting. If your shares are held through an intermediary
such as a broker or a bank, you should present proof of your ownership at the
meeting. Proof of ownership could include a proxy from your bank or broker or a
copy of your account statement.
Most stockholders of record have a choice of voting over the Internet, by
telephone, or by returning the enclosed proxy card. You should check your proxy
card or information forwarded by your bank, broker or other holder of record to
see which options are available to you.
In order to assure a quorum, it is important that stockholders who do not
expect to attend the meeting in person either fill in, sign, date, and return
the enclosed proxy in the accompanying envelope or otherwise make arrangements
to vote via telephone or over the Internet.
By order of the Board of Directors,
/s/ Daniel A. Brailer
DANIEL A. BRAILER
Secretary
WESCO INTERNATIONAL, INC.
225 WEST STATION SQUARE DRIVE, SUITE 700
PITTSBURGH, PENNSYLVANIA 15219
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 2004
PROXY SOLICITATION AND VOTING INFORMATION
The accompanying proxy is solicited by the Board of Directors of WESCO
International, Inc. (the "Company") for use at the Annual Meeting of the
Stockholders (the "Annual Meeting") to be held on May 19, 2004, at WESCO
Corporate Headquarters, located at 225 West Station Square Drive, Suite 700
Pittsburgh, Pennsylvania 15219, at 2:00 p.m., local time, and at any adjournment
or postponement thereof. The proxies will be voted if properly signed, received
by the Secretary of the Company prior to the close of voting at the Annual
Meeting, and not revoked. If no direction is given in the proxy, it will be
voted "FOR" the proposals set forth in this Proxy Statement, including election
of the directors nominated by the Board of Directors. The Company has not
received timely notice of any stockholder proposals for presentation at the
Annual Meeting as required by Section 14a-4(c) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
Alternatively, stockholders may be entitled to vote over the Internet or by
telephone; individual stockholders should check the enclosed proxy card or the
information forwarded to them by their bank, broker or other holder of record to
see whether these options are available to them. Action will be taken at the
Annual Meeting for the election of directors, and 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.
A stockholder who has returned a proxy via mail, telephone or Internet may
revoke it at any time before it is voted at the Annual Meeting by delivering a
revised proxy bearing a later date, by voting by ballot at the Annual Meeting,
or by delivering a written notice withdrawing the proxy to the Secretary of the
Company at the address set forth above.
This Proxy Statement, together with the accompanying proxy card, is first
being mailed to stockholders on or about April 19, 2004. The Company's 2003
Annual Report to Stockholders accompanies this Proxy Statement. The cost of this
solicitation of proxies will be borne by the Company. In addition to soliciting
proxies by mail, telephone and the Internet, the Board of Directors of the
Company (the "Board"), without receiving additional compensation for this
service, may solicit in person. Arrangements also will be made with brokerage
firms and other custodians, nominees, and fiduciaries to forward proxy
soliciting material to the beneficial owners of the Common Stock, par value $.01
per share, of the Company ("Common Stock") held of record by such persons, and
the Company will reimburse such 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.
Holders of Common Stock at the close of business on April 5, 2004 (the
"Record Date") are entitled to vote at the Annual Meeting or any adjournment or
adjournments thereof. On that date 41,346,481 shares of Common Stock were issued
and outstanding.
The presence, in person or by proxy, of stockholders holding at least a
majority of the shares of Common Stock outstanding will constitute a quorum for
the transaction of business at the Annual Meeting. Holders of Common Stock are
entitled to cast one vote per share on each matter presented for consideration
and action at the Annual Meeting. Proxies that are transmitted by nominee
holders on behalf of 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 at such election, and will require
the affirmative vote of the holders of a majority of the votes present at the
meeting.
PROPOSAL
BOARD OF DIRECTORS AND ELECTION OF DIRECTORS
The Board of Directors of the Company (the "Board") consists of nine
members, divided into three classes. The terms of office of the three classes of
directors (Class I, Class II and Class III) 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 2007. The terms
of the Class I and Class III directors do not expire until 2006 and 2005,
respectively.
The Board has nominated Sandra Beach Lin, Robert J. Tarr, Jr. and Kenneth
L. Way for election as Class II directors. The nominees for Class II directors
have previously served as members of the Board. The accompanying proxy will be
voted for the election of Ms. Lin and Messrs. Tarr, and Way, unless authority to
vote for one or more of the nominees is withheld. In the event that any of the
nominees is unable or unwilling to serve as a director for any reason (which is
not anticipated), the proxy will be voted for the election of any substitute
nominee designated by the Board.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
CLASS II DIRECTOR NOMINEES.
CLASS II DIRECTORS -- PRESENT TERM EXPIRES IN 2004
SANDRA BEACH LIN..................................... Ms. Lin joined Alcoa Closure Systems
Age: 46 International in 2002 as President following
Director since 2002 20 years of business experience in the
specialty chemicals, medical products, and
automotive components industries. She joined
Honeywell (then AlliedSignal) in 1994 and
held various general management positions,
most recently serving as President of Bendix
Commercial Vehicle Systems. Before joining
Honeywell, she held a variety of business
segment general management, product
marketing, and sales roles at Smith & Nephew
Perry, Crest Ultrasonics, and American
Cyanamid. Ms. Lin is a member of the
Committee of 200, an international,
professional organization of preeminent women
entrepreneurs and corporate leaders. She is
also a member of the Board of the Tauber
Manufacturing Institute at the University of
Michigan.
ROBERT J. TARR, JR................................... Mr. Tarr is a professional director and
Age: 60 private investor. He is also a special
Director since 1998 partner of Chartwell Investments, LLP, a
private equity firm. He was the Chairman,
Chief Executive Officer and President of
HomeRuns.com, Inc. from February 2000 to
September 2001. Prior to joining
HomeRuns.com, he worked for more than 20
years in senior executive roles for Harcourt
General, Inc., including six years as
President, Chief Executive Officer and Chief
Operating Officer of Harcourt General, Inc.
(formerly General Cinema Corporation) and The
Neiman Marcus Group, Inc. Mr. Tarr is also a
director of the John Hancock Financial
Services, Inc., and Barneys New York, Inc.
2
KENNETH L. WAY....................................... Mr. Way served as Chairman of Lear
Age: 64 Corporation from 1988 to 2003, and has been
Director since 1998 affiliated with Lear Corporation and its
predecessor companies for 36 years in
engineering, manufacturing and general
management capacities. Mr. Way retired on
January 1, 2003, yet remains a member of
Lear's Board of Directors. Mr. Way is also a
director of Comerica, Inc. and CMS Energy
Corporation, and is on the boards of trustees
for Kettering University and Henry Ford
Health Systems.
CLASS I DIRECTORS -- PRESENT TERM EXPIRES IN 2006
MICHAEL J. CHESHIRE.................................. Mr. Cheshire was the Chairman and Chief
Age: 55 Executive Officer of Gerber Scientific, Inc.,
Director since 1998 from 1998 to 2001 and President and Chief
Operating Officer from 1997 to 1998. Prior to
joining Gerber Scientific, Mr. Cheshire spent
21 years with the General Signal Corporation
and was most recently President of their
electrical group. Mr. Cheshire is a director
of Del Global Technologies Corporation,
United Way of the Connecticut Capital Region
and a corporator with Farmington Savings
Bank.
JAMES A. STERN....................................... Mr. Stern has been Chairman of The Cypress
Age: 53 Group L.L.C. since its formation in April
Director since 1998 1994. Prior to joining Cypress, Mr. Stern was
a managing director with Lehman Brothers,
Inc. and served as head of the Merchant
Banking Group. During his career at Lehman
Brothers, he also served as head of that
firm's Investment Banking, High Yield and
Primary Capital Markets Groups. Mr. Stern is
also a director of AMTROL, Inc., Cinemark
USA, Inc., and Lear Corporation, and is a
trustee of Tufts University.
WILLIAM J. VARESCHI.................................. Mr. Vareschi retired as Chief Executive
Age: 61 Officer of Central Parking Corporation in May
Director since 2002 2003. Before joining Central Parking Corp.,
his prior business career of more than 35
years of service was spent with the General
Electric Company, which he joined in 1965. He
held numerous financial management positions
within GE, including Chief Financial Officer
for GE Plastics Europe (in the Netherlands),
GE Lighting (Cleveland, Ohio), and GE
Aircraft Engines (Cincinnati, Ohio). In 1996,
Mr. Vareschi became President and Chief
Executive Officer of GE Engine Services, a
position he held until his retirement in
2000.
3
CLASS III DIRECTORS -- NOMINEES FOR TERMS TO EXPIRE IN 2005
ROY W. HALEY......................................... Mr. Haley has been Chief Executive Officer of
Age: 57 the Company since February 1994, and Chairman
Chairman of the Board and of the Board since 1998. From 1988 to 1993,
Chief Executive Officer Mr. Haley was an executive at American
Director since 1994 General Corporation, a diversified financial
services company, where he served as Chief
Operating Officer, as President and as a
director. Mr. Haley is also a director of
United Stationers, Inc. and Cambrex
Corporation, and is Chairman of the
Pittsburgh Branch of the Federal Reserve Bank
of Cleveland.
GEORGE L. MILES, JR.................................. Mr. Miles has been President and Chief
Age: 62 Executive Officer of WQED Multimedia since
Director since 2000 September 1994. Mr. Miles is also a director
of Equitable Resources, Westwood One,
ATS-Chester, Inc., Citizens Financial Group
and Harley-Davidson, Inc.
JAMES L. SINGLETON................................... Mr. Singleton is President of The Cypress
Age: 48 Group, L.L.C. and was a founding partner of
Director since 1998 that firm in April 1994. Prior to that time,
he was a Managing Director in the Merchant
Banking Group at Lehman Brothers. Mr.
Singleton is also a director of Club Corp.,
Inc. and Danka Business Systems PLC.
4
CORPORATE GOVERNANCE
Our Board of Directors, management and employees are committed to employing
sound, ethical corporate governance and business practices. The Company has
updated its corporate governance practices in accordance with the New York Stock
Exchange's listed company standards. The Company's major corporate governance
documents can be accessed on the Company's website at www.wescodist.com.,
Investors, Corporate Governance. The following is a summary of our current
corporate governance practices.
DIRECTOR INDEPENDENCE
The Company has adopted categorical standards to assist the Board in
determining director independence. Those categorical standards and the Company's
Governance Guidelines incorporate the director independence standards of the New
York Stock Exchange, and reflect the Board's policy that a substantial majority
of the Directors who serve on the Company's Board should be independent
Directors. The Board has determined that, except for Mr. Haley, each member of
the Board is independent according to the director independence standards of the
New York Stock Exchange and the categorical standards adopted by the Board. The
categorical standards adopted by the Board to assist it in determining director
independence can be accessed on the Company's website at www.wescodist.com.
CORPORATE GOVERNANCE GUIDELINES
The Company has adopted a set of Corporate Governance Guidelines to assist
members of the Board in fully understanding and effectively implementing their
responsibilities while assuring the Company's on-going commitment to high
standards of corporate conduct and compliance. The Guidelines are reviewed from
time to time in response to changing regulatory requirements and best practices
and are revised accordingly. The Guidelines address the following key topics:
- Director Qualifications;
- Director Responsibilities;
- Committees of the Board;
- Executive Sessions;
- Director Access to Officers and Employees;
- Director Compensation;
- Director Orientation and Continuing Education;
- Evaluation of the Chief Executive Officer; and
- Annual Performance Evaluations of the Board.
The full text of the Corporate Governance Guidelines is available on the
Company's corporate governance website at www.wescodist.com.
CODE OF BUSINESS ETHICS AND CONDUCT
The Company has adopted a Code of Business Ethics and Conduct that applies
to all of its employees, including its Chief Executive Officer, Chief Financial
Officer, and principal accounting officer. Our Code of Business Ethics and
Conduct covers all areas of professional conduct, including customer relations,
conflicts of interest, insider trading, and financial disclosure, as well as
requiring strict adherence to all laws and regulations applicable to our
business. Employees are required to report any violations or suspected
violations of the Code to their supervisors or by using WESCO's ethics toll-free
hotline. The full text of the Code is available on the Company's corporate
governance website at www.wescodist.com. The Company will disclose future
amendments to, or waivers from, the Code for its Chief Executive Officer, Chief
Financial Officer, or principal accounting officer, if any, on its corporate
governance website in accordance with applicable
5
regulations of the Securities and Exchange Commission (the "SEC"). Additionally,
the Company has a Code of Conduct for Senior Financial Executives, which is
signed on an annual basis.
EXECUTIVE SESSIONS; PRESIDING DIRECTOR
The non-management members of the Board hold regularly-scheduled meetings
in executive session. The Company's independent directors have designated Mr.
Singleton to preside over such executive sessions through 2004. As Presiding
Director, Mr. Singleton 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. Four meetings of the
independent directors were held in 2003. The Board met in executive session
during 2003 to assess and evaluate its activities, effectiveness, and
performance.
STOCKHOLDER COMMUNICATIONS WITH DIRECTORS
The Board of Directors has established a process to receive communications
from stockholders and other interested parties. Stockholders and other
interested parties may communicate with the Chairman of the Audit Committee, Mr.
Tarr, or the Presiding Director, Mr. Singleton, and other non-management members
of the Board by confidential e-mail. The applicable e-mail addresses are
accessible in the corporate governance section of WESCO's website under the
caption "Communications with the Board." The Director of Internal Audit will
review all such communications on a timely basis and will forward all such
communications, other than solicitations, invitations or advertisements, to the
appropriate board member on a monthly basis. All communications will be made
available to the Board on an immediate basis upon request by any member of the
Board. Stockholders who wish to communicate with the Board in writing via
regular mail should send such correspondence to: WESCO International, Inc.,
Suite 700, 225 West Station Square Drive, Pittsburgh, Pennsylvania 15219,
Attention: Director of Internal Audit. Any such hard-copy communications
received will be reviewed by the Director of Internal Audit and forwarded to the
Board on the same basis as electronic communications.
In addition, it is the Company's expectation that each member of the Board
of Directors attend the Annual Meeting of the Company's stockholders, thereby
providing additional opportunities for stockholder access. All then-sitting
members of the Board of Directors were present at the Company's 2003 Annual
Meeting.
NOMINATING AND GOVERNANCE COMMITTEE
In September 2002, WESCO's Nominating Committee changed its name to the
Nominating and Governance Committee to more accurately reflect its newly-defined
responsibilities. In addition to identifying and nominating candidates for
election or appointment to the Board, the Nominating and Governance Committee is
responsible for reviewing and making recommendations to the Board of Directors
with respect to the corporate governance policies and practices of the Company.
The Nominating and Governance Committee operates under a separate charter, which
is attached as Appendix A to this Proxy Statement, and is available on the
Company's corporate governance website at www.wescodist.com.
WESCO's corporate governance practices have been reviewed, documented, and
made available for public access. Recognizing the value of periodic
reevaluations, the Committee and the Board will conduct an orderly assessment,
over the next 12 to 18 months, of a broad range of corporate governance matters
to determine whether any changes are warranted.
DIRECTOR NOMINATING PROCEDURES
The Nominating and Governance Committee will, from time to time, seek to
identify potential candidates for nomination as director and will consider
potential candidates identified through professional executive search
arrangements, as well as referrals or recommendations by members of the Board,
by management of the Company, or by stockholders of the Company. The Nominating
and Governance Committee has the sole authority to retain, approve the fees and
retention terms of and terminate any search
6
firm to be used to identify director candidates. The Nominating and Governance
Committee has previously retained an executive search firm to assist in
identifying qualified board member candidates.
In considering candidates submitted by stockholders of the Company, the
Nominating and Governance Committee will take into consideration the needs of
the Board along with candidates' qualifications. To have a candidate considered
by the Committee, a stockholder must submit the recommendation in writing and
must include the following information:
- The name and address of the proposed candidate;
- The proposed candidate's resume or a listing of his or her qualifications
to be a director of the Company;
- A description of what would make such person a good addition to the Board
of Directors;
- A description of any relationship that could affect such person's
qualifying as an independent director, including identifying all other
public company board and committee memberships;
- A confirmation of such person's willingness to serve as a director if
selected by the Nominating and Governance Committee;
- Any information about the proposed candidate that, under the federal
proxy rules, would be required to be included in the Company's proxy
statement if such person were a nominee; and
- The name of the stockholder submitting the name of the proposed
candidate, together with information as to the number of shares owned and
the length of time of ownership.
The stockholder recommendation and information described above must be sent
c/o WESCO International, Inc., Suite 700, 225 West Station Square Drive,
Pittsburgh, Pennsylvania 15219, Attention: Corporate Secretary and, in order to
allow for timely consideration, must be received not less than 120 days prior to
the first anniversary of the date of the proxy statement for the Company's most
recent annual meeting of stockholders.
Once a person has been identified by the Nominating and Governance
Committee as a potential candidate, the Committee may collect and review
publicly available information to assess whether the person should be considered
further. Generally, if the candidate expresses a willingness to be considered to
serve on the Board, the Nominating and Governance Committee will conduct a
thorough process of determining and assessing the qualifications and
accomplishments necessary to be an excellent candidate. The Nominating and
Governance Committee follows the same evaluation process with regard to
candidates identified by the Committee and any candidate who is recommended by
our stockholders.
MEETINGS AND COMMITTEES OF THE BOARD
The Board has four standing committees: an Executive Committee, a
Nominating and Governance Committee, an Audit Committee, and a Compensation
Committee. The full Board held seven meetings in 2003. Each director attended
75% or more of the aggregate number of meetings of the full Board held in 2003,
as well as 75% or more of the meetings held by any committee of the Board on
which she or he served.
EXECUTIVE COMMITTEE
The Executive Committee consists of Messrs. Cheshire, Haley, Singleton and
Stern, with Mr. Singleton serving as Chairman. It is responsible for overseeing
the management of the affairs and business of the Company and has been delegated
authority to exercise the powers of the Board, as necessary, during intervals
between Board meetings. The Executive Committee operates under a separate
charter, which is attached as Appendix B to this Proxy Statement, and is
available on the Company's corporate governance website at www.wescodist.com.
The Executive Committee held four meetings in 2003.
7
NOMINATING AND GOVERNANCE COMMITTEE
The Nominating and Governance Committee consists of Ms. Lin and Messrs.
Miles, Singleton and Way, with Mr. Miles serving as Chairman. It is responsible
for identifying and nominating candidates for election or appointment to the
Board. It is also the responsibility of the Nominating and Governance Committee
to review and make recommendations to the Board with respect to the corporate
governance policies and practices of the Company and to develop and recommend to
the Board a set of corporate governance principles applicable to the Company.
The Nominating and Governance Committee operates under a separate charter
setting forth its duties and responsibilities. The principle activities of the
Committee in 2003 involved the development of new or revised corporate
governance practices. The Nominating and Governance Committee held three
meetings in 2003.
AUDIT COMMITTEE
The Audit Committee currently consists of Ms. Lin, and Messrs. Cheshire,
Tarr and Vareschi, with Mr. Tarr serving as Chairman. Ms. Lin was appointed to
the Audit Committee in May 2003. The Board has determined that Mr. Tarr is an
Audit Committee Financial Expert, as defined under Item 401 of SEC Regulation
S-K, and that Mr. Tarr is independent according to the director independence
standards of the New York Stock Exchange. The Audit Committee operates under a
written charter, which is included as Appendix C to this Proxy Statement and is
available on the Company's corporate governance website at www.wescodist.com.
The Audit Committee is responsible for: (a) recommending the firm to be
appointed as independent accountants to audit the Company's financial statements
and to perform services related to the audit; (b) reviewing the scope and
results of the audit with the independent accountants; (c) reviewing with the
management and the independent accountants the Company's year-end operating
results; (d) considering the adequacy of the internal accounting and control
procedures of the Company; and (e) reviewing the non-audit services to be
performed by the independent accountants, if any, and considering the effect of
such performance on the accountants' independence. The Audit Committee held six
meetings in 2003 and has furnished the following report:
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Company is composed of four independent
directors. The Committee operates under a written charter, which is included as
Appendix C to this Proxy Statement.
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 Company's financial
reporting process.
In this context, the Audit Committee has met and held discussions with
management and the independent accountants. Management represented to the Audit
Committee that the Company's financial statements were prepared in accordance
with generally accepted accounting principles, and the Audit Committee reviewed
and discussed the Company's audited financial statements with management and the
independent accountants. The Audit Committee discussed with the independent
accountants matters required to be discussed by Statement on Auditing Standards
No. 61 (Communication with the Audit Committee).
In addition, the Committee has discussed with its independent accountants,
the independent accountants' independence from the Company and its management,
including the matters in the written disclosures required by the Independence
Standards Board Standard No. 1 (Independence Discussions With Audit Committees).
The Committee discussed with the Company's internal and independent
accountants the overall scope and plan for their respective audits. The
Committee meets with the internal and independent accountants, with and without
management present, to discuss the results of their examinations, their
evaluations of the Company's internal controls, and the overall quality of the
Company's financial reporting.
8
In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board (and the Board has approved) that the audited financial
statements be included in the Annual Report on Form 10-K for the year ended
December 31, 2003, for filing with the Securities and Exchange Commission. The
Committee and the Board have also appointed the selection of the Company's
independent accountants, PricewaterhouseCoopers LLP, for the year 2004.
RESPECTFULLY SUBMITTED:
THE AUDIT COMMITTEE
Robert J. Tarr, Jr., Chairman
Michael J. Cheshire
Sandra Beach Lin
William J. Vareschi
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Aggregate fees for professional services rendered for the Company by
PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") for the years ended
December 31, 2003 and 2002 were as follows:
2003 2002
--------- ---------
Audit fees.................................................. 506,600 599,250
Audit-related fees.......................................... 126,080 323,050
Tax fees.................................................... 628,200 273,920
All other fees.............................................. -- --
--------- ---------
1,260,880 1,196,220
The audit fees for the years ended December 31, 2003 and 2002,
respectively, were for professional services rendered for the audits of the
consolidated financial statements of the Company, reviews of the Company's
quarterly consolidated financial statements and statutory audits.
The audit-related fees for the years ended December 31, 2003 and 2002, in
each case, were for assurance and related services related to employee benefit
plan audits, accounting consultations and attest services.
Tax fees for the years ended December 31, 2003 and 2002, respectively, were
for services related to tax planning and tax advice.
All other fees are for professional services performed by the independent
accountants that do not meet the above category descriptions. During the years
ended December 31, 2003 and 2002, there were no services rendered by
PricewaterhouseCoopers, except as described above.
The Company's Audit Committee has the sole authority to pre-approve all
audit and non-audit engagements with PricewaterhouseCoopers unless an exception
to such pre-approval exists under the Exchange Act or SEC rules. During 2003,
100% of the audit and non-audit services provided by PricewaterhouseCoopers were
pre-approved by the Audit Committee.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
The Company's Audit Committee has policies and procedures that require the
pre-approval by the Audit Committee of all fees paid to, and all services
performed by, the Company's independent accounting firm. At the beginning of
each year, the Audit Committee approves the proposed services, including the
nature, type and scope of services contemplated and the related fees to be
rendered by the firm during the year. In addition, Audit Committee pre-approval
is also required for those engagements that may arise during the course of the
year that are outside the scope of the initial services and fees pre-approved by
the Audit Committee.
9
APPOINTMENT OF AUDITORS
On recommendation of the Audit Committee, the Board has appointed
PricewaterhouseCoopers as the Company's independent auditors to audit the 2004
financial statements. Representatives from this firm will be at the annual
meeting to make a statement, if they choose, and to answer any questions that
may be raised.
COMPENSATION COMMITTEE
In 2003, the Compensation Committee consisted of Messrs. Singleton, Stern,
Tarr, and Way, all of whom are independent directors according to the recently
revised independence standards of the New York Stock Exchange. Mr. Stern served
as Chairman of the Committee. The Compensation Committee is responsible for the
review, recommendation and approval of compensation arrangements for directors
and 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. The Committee operates under a separate
charter setting forth its duties and responsibilities, which is attached as
Appendix D to this Proxy Statement, and is available on the Company's corporate
governance website at www.wescodist.com. The Compensation Committee held four
meetings in 2003.
COMPENSATION OF DIRECTORS
Members of the Board who are also employees of the Company do not receive
cash compensation for their services as directors. Each director of the Company
who is not an employee of the Company or any of the Company's subsidiaries or
The Cypress Group L.L.C. ("Cypress") is entitled to receive an annual director's
fee of $30,000, payable in shares of common stock, or a combination of cash and
shares of common stock (of which a maximum of 50% may consist of cash), at each
director's election. Each director of the Company who receives a directors' fee
currently receives a fee of $1,000 for each meeting at which such director
renders services to the Company, including meetings of stockholders, the Board
or any committee of the Board on which she or he serves. Committee chairpersons
receive a fee of $2,000 for committee meeting attendance. If attendance at a
Board meeting is telephonic, meeting fees are reduced to $500. Effective January
1, 2000, the Company established the Deferred Compensation Plan for Non-Employee
Directors under which non-employee directors can elect to defer 25% or more of
the annual directors' fee. Amounts deferred under this arrangement are, on the
deferral date, converted into stock units (common stock equivalents), which will
be credited via book entry to an account in the director's name. For purposes of
determining the number of stock units to be credited to a director for a
particular year, the average of the high and low trading prices of the Common
Stock on the first trading day in January of that year will be used.
Distribution of deferred stock units will be made in a lump sum or in
installments, in the form of shares of 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 Director's termination of board service.
In addition, as of each July 1, beginning with July 1, 2002, each
non-employee director who will be continuing as a director after that date
receives a non-qualified stock option to purchase 5,000 shares of Common Stock
(or such other amount as the Board may determine from time to time). The
exercise price of these options is equal to the fair market value per share of
Common Stock on the date of grant. A non-employee director's options vest on the
third anniversary of the date of grant.
10
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth compensation information for the Company's
Chief Executive Officer and for the Company's four other most highly compensated
executive officers with compensation in excess of $100,000 for 2001, 2002 and
2003 (the "Named Executive Officers").
LONG-TERM
COMPENSATION
---------------
ANNUAL COMPENSATION SECURITIES ALL OTHER
FISCAL ------------------------- UNDERLYING COMPENSATION ($)
NAME AND PRINCIPAL POSITION(S) YEAR SALARY ($) BONUS ($)(1) OPTIONS (#S)(2) (3)(4)(5)(6)
------------------------------ ------ ---------- ------------ --------------- ----------------
Roy W. Haley,................... 2003 615,000 300,000 300,000 35,072
Chairman and 2002 615,000 175,000 -- 31,722
Chief Executive Officer 2001 600,000 175,000 100,000 37,749
Stephen A. Van Oss,............. 2003 300,000 130,000 70,000 25,710
Vice President and 2002 282,500 130,000 -- 23,479
Chief Financial Officer 2001 231,667 75,000 50,000 22,232
William M. Goodwin,............. 2003 235,833 118,000 38,000 23,548
Vice President, Operations 2002 230,000 85,000 -- 21,025
2001 224,000 60,000 35,000 22,802
Jaimini Mehta................... 2003 275,000 60,000 32,000 15,122
Vice President, 2002 275,000 25,000 -- 15,010
Business Development 2001 275,000 25,000 25,000 14,953
Donald H. Thimjon............... 2003 235,833 76,200 38,000 24,113
Vice President, Operations 2002 230,000 61,000 -- 23,000
2001 227,635 70,000 35,000 22,206
---------------
(1) Bonus amounts reflect compensation earned in the indicated fiscal year, but
approved and paid in the following year.
(2) All options awarded to the Named Executive Officers in 2003 and 2001 were
granted under the Company's 1999 Long-Term Incentive Plan ("LTIP"), as
amended and approved by the Board of Directors and stockholders. Options
granted in 2003 have an exercise price of $5.90 per share. Options granted
in 2001 have an exercise price of $4.50 per share. Options granted under the
LTIP are subject to certain time and performance-based vesting requirements.
(3) Includes contributions by the Company under the WESCO Distribution, Inc.
Retirement Savings Plan in the amounts of (a) $6,000, $2,400, $4,500,
$2,400, and $6,000 for Messrs. Haley, Van Oss, Goodwin, Mehta, and Thimjon,
respectively, in 2003, (b) $5,100, $2,200, $4,125, $2,200, and $5,100 for
Messrs. Haley, Van Oss, Goodwin, Mehta and Thimjon, respectively, in 2002,
(c) $4,475, $2,100, $4,213, $2,672, and $4,800 for Messrs. Haley, Van Oss,
Goodwin, Mehta and Thimjon, respectively, in 2001.
(4) Includes contributions by the Company under the WESCO Distribution, Inc.
Deferred Compensation Plan in the amounts of (a) $14,750, $10,500, $5,036,
-0-, and $2,666 for Messrs. Haley, Van Oss, Goodwin, Mehta and Thimjon,
respectively, in 2003, (b) $12,300, $8,525, $3,738, $-0-, and $3,738 for
Messrs. Haley, Van Oss, Goodwin, Mehta and Thimjon, respectively, in 2002,
(b) $20,021, $7,851, $5,783, $-0- and $4,600 for Messrs. Haley, Van Oss,
Goodwin, Mehta and Thimjon, respectively, in 2001.
(5) Includes an annual automobile allowance paid by the Company in the amount of
$12,000 per year for each of Messrs. Haley, Van Oss, Goodwin, Mehta and
Thimjon in each of 2003, 2002 and 2001.
(6) Includes the dollar value of insurance premiums paid by the Company for each
executive officer's term life insurance in the amounts of (a) $2,322, $810,
$2,012, $722, and $3,208 for Messrs. Haley, Van Oss, Goodwin, Mehta, and
Thimjon, respectively, in 2003, (b) $2,322, $754, $2,162, $810, and $2,162
for Messrs. Haley, Van Oss, Goodwin, Mehta and Thimjon, respectively, in
2002, (c) $1,253, $281, $806, $281, and $806 for Messrs. Haley, Van Oss,
Goodwin, Mehta and Thimjon, respectively, in 2001.
11
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM(2)
OPTIONS EMPLOYEES EXERCISE EXPIRATION ---------------------------
NAME GRANTED(1) IN FISCAL YEAR PRICE ($/SH) DATE 5% 10%
---- ---------- -------------- ------------ ---------- ------------ ------------
Roy W. Haley.................. 300,000 28.2 5.90 08/22/2013 1,113,143 2,820,924
Stephen A. Van Oss............ 70,000 6.6 5.90 08/22/2013 259,733 658,216
William M. Goodwin............ 38,000 3.6 5.90 08/22/2013 140,998 357,317
Jaimini Mehta................. 32,000 3.0 5.90 08/22/2013 118,735 300,899
Donald H. Thimjon............. 38,000 3.6 5.90 08/22/2013 140,998 357,317
---------------
(1) During 2003, the Company adopted the measurement provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation" and began expensing stock option
awards. The Company recognized $0.6 million of compensation expense in the
year ended December 31, 2003.
(2) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock price appreciation of 5% and 10%
compounded annually from the date the respective options were granted to
their expiration date. These assumptions are not intended to forecast future
appreciation of our stock price. The potential realizable value computation
does not take into account federal or state income tax consequences of
option exercises or sales of appreciated stock.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The table below sets forth information for each Named Executive Officer
with regard to the aggregate stock options held at December 31, 2003.
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT FY-END IN-THE-MONEY OPTIONS
(#) AT FY-END ($)(1)(2)
------------------------------- ------------------------------
NAME (EXERCISABLE -- UNEXERCISABLE) (EXERCISABLE -- UNEXERCISABLE)
---- ------------------------------- ------------------------------
Roy W. Haley....................... 541,875 825,125 $ 0 $1,320,000
Stephen A. Van Oss................. 103,462 196,010 271,105 424,000
William M. Goodwin................. 79,475 155,685 0 264,350
Jaimini Mehta...................... 428,100 153,528 2,122,060 203,150
Donald H. Thimjon.................. 79,475 155,685 0 264,350
---------------
(1) Based on the closing market price per share of $8.85 as reported on the NYSE
on December 31, 2003.
(2) Certain of the options have an exercise price in excess of $8.85 per share.
Accordingly, no value is reflected in the table for those options that are
not "in-the-money."
During December 2003, in a privately negotiated transaction with 19
employees, including Messrs. Haley, Goodwin, Mehta and Thimjon, WESCO redeemed
the net equity value of stock options originally granted in 1994 and 1995,
representing approximately 2.9 million shares. The options held by the employees
had a weighted average price of $1.75. The options were redeemed at a price of
$8.63 per share, effective, for accounting purposes, as of December 31, 2003.
The transaction was settled, and the aggregate cash payment of $20.1 million was
made, on January 6, 2004 in connection with the Company's regularly-scheduled
payroll.
EMPLOYMENT AGREEMENTS
Employment Agreement with the Chief Executive Officer. The Company is a
party to an employment agreement with Mr. Haley providing for a rolling
employment term of three years. Pursuant to this agreement, Mr. Haley is
entitled to an annual base salary of at least $500,000, the actual amount of
which may be adjusted by the Board from time to time, and an annual incentive
bonus equal to a percentage of his annual base salary ranging from 0% to 200%.
The actual amount of Mr. Haley's annual incentive bonus will be
12
determined based upon the Company's financial performance as compared to the
annual performance objectives established for the relevant fiscal year. If Mr.
Haley's employment is terminated by the Company without "cause," by Mr. Haley
for "good reason" or as a result of Mr. Haley's death or disability, Mr. Haley
is entitled to continued payments of his average annual base salary and his
average annual incentive bonus, reduced by any disability payments for the
three-year period, or in the case of a termination due to Mr. Haley's death or
disability, the two-year period, following such termination, and continued
welfare benefit coverage for the two-year period following such termination. In
addition, in the event of any such qualifying termination, all outstanding
options held by Mr. Haley will become fully vested.
The agreement further provides that, in the event of the termination of Mr.
Haley's employment by the Company without "cause" or by Mr. Haley for "good
reason," in either such case, within the two-year period following a "change in
control" of the Company, in addition to the termination benefits described
above, Mr. Haley is entitled to receive continued welfare benefit coverage and
payments in lieu of additional contributions to the Company's Retirement Savings
Plan and Deferred Compensation Plan for the three-year period following such
change in control. The Company has agreed to provide Mr. Haley with an excise
tax gross up with respect to any excise taxes Mr. Haley may be obligated to pay
pursuant to Section 4999 of the United States Internal Revenue Code of 1986
("IRC") on any excess parachute payments. In addition, following a change in
control, Mr. Haley is entitled to a minimum annual bonus equal to 50% of his
base salary, and the definition of "good reason" is modified to include certain
additional events. The agreement also contains customary covenants regarding
nondisclosure of confidential information and non-competition and
non-solicitation restrictions.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Responsibilities and Goals
The Compensation Committee, composed of independent, non-employee
directors, has the responsibility of administering executive compensation and
benefit programs, policies and practices. In 2003, the Committee consisted of
Messrs. Stern, Singleton, Tarr, and Way, with Mr. Stern serving as Chairman. The
Committee engages the assistance of outside consultants and uses third-party
surveys in its consideration of compensation levels and incentive plan designs.
On an annual basis, the Committee reviews and approves the compensation and
benefit programs for the executive officers, including the Chairman and Chief
Executive Officer.
Executive Officer Compensation
The objective of the Company's compensation program for executive officers,
including Mr. Haley, is to attract, motivate, and reward the high caliber of
executive performance required to be successful in the competitive distribution
industry, and to enhance positive business results and growth in stockholder
value.
The Company's compensation program for executive officers consists of a
base salary, annual incentive bonuses and long-term incentives. Executives have
significant amounts of compensation at risk, based on performance. Executives
also maintain a significant equity stake in the Company, aligning the interests
of management with those of the Company's stockholders. Each of the named
executive officers owns WESCO stock valued at more than three times their annual
base salary.
The Compensation Committee met on multiple occasions during 2003 with a
nationally recognized human resources and compensation consulting firm to assess
various aspects of WESCO's compensation programs. Evolving trends in executive
compensation were identified by the consultants and considered by the Committee.
Based in part on these discussions, WESCO elected to begin the process of
recording and reporting the award of stock options as a current period expense.
Additionally, the Committee considered the consultants' evaluation of
competitive pay practices at peer companies of comparable size and complexity.
13
WESCO's Executive Compensation Programs can be described as follows:
- Base salaries for the Company's executives are targeted at or near the
median of similarly sized industrial distribution companies and other
large distributors or wholesalers. Salaries for each executive are
reviewed annually, taking into account factors such as overall company
performance in relation to competition and industry circumstances,
changes in duties and responsibilities, strategic and operational
accomplishments, and individual performance. From time to time (and not
necessarily on an annual basis), the Committee adjusts base salaries for
executive officers (including Mr. Haley) based on performance, and if
appropriate to reflect competitive pay practices of peer companies.
- Annual incentives are awarded for achievement of strategic and
operational objectives, improvement in operating results, and performance
in relation to financial goals of the Company, which are established at
the beginning of the year. Cash bonus incentive awards granted for 2003
performance reflect partial achievement of targeted performance levels.
- Long-term incentives generally are granted in the form of stock options.
The Committee believes that stock options are an effective long-term link
between executive performance and shareholder value. The Committee
authorized a stock option grant in August 2003, which reflected an award
cycle of approximately 18 months from the previous award. Each of the
Named Executive Officers received a non-qualified stock option award as
shown in the Summary Compensation Table.
CEO Compensation
In determining the compensation level for Mr. Haley, the Company's Chief
Executive Officer, the Committee assessed his individual performance and
leadership, as reflected in the Company's financial and operating performance,
new business development initiatives, the effectiveness of the Company's
continuous improvement programs, cash flow generation, and progress made in
capital structure improvements, refinancing transactions, working capital
performance, and overall liquidity. Mr. Haley's base salary, which was $615,000
in 2003, was increased to $700,000 effective March 1, 2004. Mr. Haley's cash
bonus for 2003 performance was $300,000. He was also granted a non-qualified
stock option to purchase 300,000 shares of the Company's Common Stock. This
information is also shown in the Summary Compensation Table in this Proxy
Statement.
Conclusions
The Committee's goal is to maintain compensation and benefit programs that
are competitive within the distribution industry and clearly linked to
stockholder value. The Committee believes that the 2003 compensation levels as
disclosed in this Proxy Statement are reasonable and appropriate.
The Committee intends to ensure that compensation paid to its executive
officers is within the limits of, or exempt from, the deductibility limits of
162(m) of the Internal Revenue Code and expects that all compensation will be
deductible. However, it 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.
RESPECTFULLY SUBMITTED:
COMPENSATION COMMITTEE
James A. Stern, Chairman
James L. Singleton
Robert J. Tarr, Jr.
Kenneth L. Way
14
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 entity that has an
executive officer, director or other designee serving as member of our Board.
15
COMPARATIVE STOCK PERFORMANCE
The following performance graph compares the total stockholder return of an
investment in the Company's Common Stock to that of a peer group of other
industrial and construction products distributors and the Russell 2000 index of
small cap stocks for the period commencing May 11, 1999, the date on which the
Common Stock was first publicly traded, and ending on December 31, 2003. The
graph assumes that the value of the investment in the Company's Common Stock was
$100 on May 11, 1999. The historical information set forth below is not
necessarily indicative of future performance. The Company does not make or
endorse any predictions as to future stock performance.
COMPARISON OF 55 MONTH CUMULATIVE TOTAL RETURN*
AMONG WESCO INTERNATIONAL, INC., THE RUSSELL 2000 INDEX
AND A PEER GROUP
[STOCK PRICE PERFORMANCE GRAPH]
WESCO INTERNATIONAL, INC. RUSSELL 2000 PEER GROUP
------------------------- ------------ ----------
5/11/1999 100.00 100.00 100.00
12/99 49.31 113.95 102.44
12/00 40.28 110.51 95.76
12/01 27.50 113.26 112.47
12/02 30.50 90.06 112.54
12/03 49.17 132.61 143.00
* $100 invested on 5/11/99 in stock or index-
including reinvestment of dividends.
Fiscal year ending December 31.
16
The following table reflects the companies that are included in the Peer
Group Indexes for the years presented. Companies in italics were, at varying
points, removed from the Peer Group Index as such companies ceased to be
publicly-traded companies.
1999
Airgas, Inc.
Applied Industrial Technologies
Barnes Group, Inc.
Building Materials Holding Corp.
Barnett, Inc.
Cameron Ashley Building Products, Inc.
Fastenal Company
Grainger (W.W.), Inc.
Hughes Supply, Inc.
Industrial Distribution Group, Inc.
Innovative Valve Technology, Inc.
JKL Direct Distributors, Inc.
Kaman Corp.
KEVCO, Inc.
Lawson Products, Inc.
Maxco, Inc.
MSC Industrial Direct Co., Inc.
NCH Corporation
Noland Company
Pameco Corp.
Park-Ohio Holdings Corp.
Pentacon, Inc.
Premier Farnell PLC
SCP Pool Corp.
Strategic Distribution, Inc.
SunSource, Inc.
Watsco, Inc.
Wilmar Industries, Inc.
2000
Airgas, Inc.
Applied Industrial Technologies
Barnes Group, Inc.
Building Materials Holding Corp.
Fastenal Company
Grainger (W.W.), Inc.
Hughes Supply, Inc.
Industrial Distribution Group, Inc.
Kaman Corp.
KEVCO, Inc.
Lawson Products, Inc.
Maxco, Inc.
MSC Industrial Direct Co., Inc.
NCH Corporation
Noland Company
Pameco Corp.
Park-Ohio Holdings Corp.
Pentacon, Inc.
Premier Farnell PLC
SCP Pool Corp.
Strategic Distribution, Inc.
SunSource, Inc.
Watsco, Inc.
2001
Airgas, Inc.
Applied Industrial Technologies
Barnes Group, Inc.
Building Materials Holding Corp.
Fastenal Company
Grainger (W.W.), Inc.
Hughes Supply, Inc.
Industrial Distribution Group, Inc.
Kaman Corp.
KEVCO, Inc.
Lawson Products, Inc.
Maxco, Inc.
MSC Industrial Direct Co., Inc.
NCH Company
Noland Company
Pameco Corp.
Park-Ohio Holdings Corp.
Premier Farnell PLC
SCP Pool Corp.
Strategic Distribution, Inc.
Watsco, Inc.
2002/2003
Airgas, Inc.
Applied Industrial Technologies
Barnes Group, Inc.
Building Materials Holding Corp.
Fastenal Company
Grainger (W.W.), Inc.
Hughes Supply, Inc.
Industrial Distribution Group, Inc.
Kaman Corp.
Lawson Products, Inc.
Maxco, Inc.
MSC Industrial Direct Co., Inc.
Noland Company
Park-Ohio Holdings Corp.
Premier Farnell PLC
SCP Pool Corp.
Strategic Distribution, Inc.
Watsco, Inc.
17
SECURITY OWNERSHIP
The following table sets forth the beneficial ownership of the Company's
Common Stock as of April 5, 2004, 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 executive officers named in the Summary Compensation
Table, 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 the date hereof 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.
SHARES PERCENT
BENEFICIALLY OWNED
NAME OWNED BENEFICIALLY(3)
---- ------------ ---------------
Cypress Merchant Banking Partners L.P.(1)................... 18,580,966 44.9%
c/o The Cypress Group L.L.C.
65 East 55th Street
New York, New York 10222
Cypress Offshore Partners L.P.(1)........................... 962,370 2.3%
Bank of Bermuda (Cayman) Limited
P.O. Box 513, G.T.
Third Floor -- British America Tower
George Town, Grand Cayman
Cayman Islands, B.W.I.
Co-Investment Partners, L.P. ............................... 4,653,131 11.3%
c/o CIP Partners, LLC
660 Madison Avenue
New York, New York 10021
James L. Singleton(1)....................................... 19,543,336 47.3%
James A. Stern(1)........................................... 19,543,336 47.3%
Roy W. Haley................................................ 1,841,791 4.4%
Jaimini Mehta............................................... 892,812 2.1%
William M. Goodwin.......................................... 184,727 *
Donald H. Thimjon........................................... 212,167 *
Stephen A. Van Oss.......................................... 174,427 *
Robert J. Tarr, Jr. ........................................ 51,120 *
Kenneth L. Way.............................................. 122,673 *
Michael J. Cheshire......................................... 23,120 *
George L. Miles, Jr. ....................................... 3,501 *
Sandra Beach Lin............................................ -- --
William J. Vareschi......................................... -- --
All 18 executive officers and directors as a group(2)....... 24,255,738 56.8%
---------------
* Indicates ownership of less than 1% of the Common Stock.
(1) The Cypress Group L.L.C. ("Cypress") is the general partner of Cypress
Associates L.P. Cypress Associates L.P. is the general partner of Cypress
Merchant Banking Partners L.P. and Cypress Offshore Partners L.P. Messrs.
Singleton and Stern are members of Cypress and may be deemed to share
beneficial ownership of the shares of Common Stock shown as beneficially
owned by such Cypress funds. Messrs. Singleton and Stern disclaim beneficial
ownership of such shares.
(2) Included in this figure are 1,357,724 shares of Common Stock that may be
acquired by the executive officers and directors pursuant to options
exercisable within 60 days of the date hereof.
(3) Prior to November 2003, the Company also had outstanding 4,653,131 shares of
non-voting Class B Common Stock, all of which was held by JP Morgan
Partners. In November 2003, the Company repurchased from JP Morgan Partners
all of its then issued and outstanding Class B Common Stock.
18
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the federal securities laws of the United States, the Company's
directors, its executive officers, and any persons beneficially holding more
than ten percent of the Company's Common Stock are required to report their
ownership of the Company's Common Stock and any changes in that ownership to the
SEC and the New York Stock Exchange. 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. To the Company's knowledge, for the fiscal year
ended December 31, 2003, each officer and director of the Company timely filed
all such required reports.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP served as the Company's independent accountants
for Fiscal 2003. 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.
STOCKHOLDER PROPOSALS FOR 2004 ANNUAL MEETING
No stockholder proposals were submitted for consideration by the Board of
Directors for the 2004 Annual Stockholders Meeting. Rule 14a-8 of the Exchange
Act contains the procedures for including certain stockholder proposals in the
Company's proxy statement and related materials. The deadline for submitting a
stockholder proposal pursuant to Rule 14a-8 for the 2004 Annual Meeting of
Stockholders of the Company is the date which is 120 days prior to the first
anniversary date of this proxy statement. With respect to any stockholder
proposal outside the procedures provided in Rule 14a-8 and received by the
Company no later than 120 days prior to the first anniversary date of this proxy
statement, the Company may be required to include certain limited information
concerning such proposal in the Company's proxy statement so that proxies
solicited for the 2004 Annual Meeting of Stockholders may confer discretionary
authority to vote on any such matter. Any stockholder proposals should be
addressed to the Secretary of the Company, 225 West Station Square Drive, Suite
700, Pittsburgh, Pennsylvania 15219.
19
APPENDIX A
WESCO INTERNATIONAL, INC.
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
PURPOSE
The Nominating and Governance Committee is appointed annually by the Board
of Directors (a) to assist the Board by identifying individuals qualified to
become Board members and to recommend to the Board the director nominees for the
next annual meeting of shareholders, (b) to recommend to the Board the Corporate
Governance Guidelines applicable to the Company, and (c) to recommend to the
Board director nominees for each committee.
COMMITTEE MEMBERSHIP
The Committee shall consist of no fewer than three members, one of whom
shall serve as the chairperson of the Committee. The members of the Committee
shall meet the independence requirements of the New York Stock Exchange.
The members of the Committee and the chairperson of the Committee shall be
appointed at least annually by the Board of Directors.
MEETINGS
The Committee shall hold at least two meetings per year and such additional
meetings as determined by the Committee or by its chairperson.
COMMITTEE AUTHORITY AND RESPONSIBILITIES
1. The Committee shall assess the composition and performance of the Board
and lead the Board of Directors in a discussion of the potential need
for changes in or additions to the Board. When directed by the Board,
the Committee shall identify and/or recruit individuals qualified to
become members of the Board of Directors and present their
recommendation to the Board.
2. The Committee shall have the authority to retain and terminate any
search or advisory firm to be used to identify director candidates and
shall have sole authority to approve the search firm's fees and other
retention terms. The Committee shall also have authority to obtain
advice and assistance for internal or external legal, accounting and
other advisors.
3. The Committee shall annually review with Directors whose terms are
expiring their contributions, their interest in continuing to serve as
a Director, and other matters as may be appropriate concerning their
nomination for election at the Shareholders Meeting.
4. The Committee will review with the Board of Directors standards
regarding Director independence and other qualification standards
established by the New York Stock Exchange, Securities and Exchange
Commission, or other regulatory bodies. The Committee will provide
reports or documentation required to be included in the Company's
Annual Report and/or Proxy Statement.
5. The Committee shall review and assess the adequacy of the Corporate
Governance Guidelines of the Company and recommend any proposed changes
to the Board for approval.
6. The Committee shall annually review its own performance
REPORTS OF THE COMMITTEE
At each regular meeting of the Board of Directors, the Committee shall
report the substance of all actions taken by the Committee since the date of its
last report to the Board of Directors. Each report shall be filed with the
minutes of the Board of Directors to which it is presented, as a part of the
corporate records.
A-1
APPENDIX B
WESCO INTERNATIONAL, INC.
EXECUTIVE COMMITTEE CHARTER
PURPOSE
The Executive Committee is appointed annually by the Board of Directors and
has the substantial delegated responsibility and authority as described below.
One of the primary functions of the Executive Committee is to meet and take
action on behalf of the full Board between regularly scheduled meetings in the
event that it is not practical or timely to convene a full meeting of the Board.
EXECUTIVE COMMITTEE MEMBERSHIP
The Committee shall consist of no fewer than three members, including the
Chief Executive Officer of the Company, and one such member shall serve as the
chairperson of the Committee. The members of the Committee and the chairperson
of the Committee shall be appointed at least annually by the Board of Directors.
Members of the Committee and the chairperson of the Committee may be replaced by
the Board of Directors from time to time.
MEETINGS
The Committee shall not be obligated to meet except as requested by the
Board or necessitated by timing issues that make it impractical to schedule a
full meeting of the Board. Additional review meetings may be scheduled as
determined by the Committee or by its chairperson.
COMMITTEE AUTHORITY AND RESPONSIBILITY
The Committee shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
Company, except as may be limited by applicable laws or by the New York Stock
Exchange Listed Company Standards as in effect from time to time and except that
the Committee shall not have any power or authority as to the following:
1. The submission to shareholders of any action or proposal requiring
approval of shareholders;
2. The filling of vacancies in the board of directors or any committee;
3. The adoption, amendment or repeal of the company's bylaws;
4. The authorization or approval of the reacquisition of shares of the
company unless pursuant to a general formula or method specified by the
board of directors;
5. The authorization or approval of the issuance or sale or contract for
the sale of shares of the company, or the determination of the
designation and relative rights, preferences, and limitations of a
voting group, except where the board of directors has authorized the
committee to do so within the limits specifically prescribed by the
board of directors;
6. The amendment or repeal of any resolution of the board that by its
terms is amendable or repealable only by the board; and
7. Any action on matters committed by the bylaws or resolution of the
Board of Directors to another committee of the Board of Directors,
including but not limited to the Audit Committee, Compensation
Committee and Nominating and Governance Committee.
REPORTS OF THE COMMITTEE
At each regular meeting of the Board of Directors, the Committee shall
report the substance of all actions taken by the Committee since the date of its
last report to the Board of Directors. Each report shall be filed with the
minutes of the Board of Directors to which it is presented, as a part of the
corporate records.
B-1
APPENDIX C
WESCO INTERNATIONAL, INC.
AUDIT COMMITTEE CHARTER
PURPOSE
The purpose of the Audit Committee is to assist the Board of Directors in:
1. its oversight of the Company's accounting and financial reporting
principles, policies and internal controls and the performance of the
internal audit function;
2. its oversight of the quality and integrity of the Company's financial
statements and the independent audit thereof;
3. selecting, evaluating and, where deemed appropriate, replacing the
Company's outside auditors;
4. evaluating the independence, qualification and performance of the
Company's outside auditors;
5. evaluating the performance of the Company's internal auditors; and
6. ensuring the Company's compliance with legal and regulatory
requirements.
In addition, the Audit Committee annually shall prepare the Audit Committee
Report required to be included in the Company's annual report and proxy
statement by applicable Securities and Exchange Commission ("SEC") rules.
While certain duties and responsibilities of the Audit Committee are more
specifically set forth below, the general function of the Audit Committee is
oversight. Management of the Company is responsible for the preparation,
presentation and integrity of the Company's financial statements. In addition,
management is responsible for maintaining appropriate accounting and financial
reporting principles and policies and internal controls and procedures designed
to assure compliance with accounting standards and applicable laws and
regulations.
Each member of the Audit Committee may rely on (a) the integrity of those
persons and organizations within and outside the Company from which it receives
information and (b) the accuracy of the financial and other information provided
to the Audit Committee by such persons or organizations, in each case absent
actual knowledge to the contrary (which shall be reported to the Board of
Directors promptly).
The outside auditors for the Company ultimately are accountable to the
Board of Directors and the Audit Committee. The outside auditors shall submit to
the Audit Committee and the Company annually a formal written statement
delineating all relationships between the outside auditors and the Company
("Statement as to Independence"), addressing at least the matters set forth in
Independence Standard No. 1 adopted by the Independence Standards Board.
AUDIT COMMITTEE MEMBERSHIP
The Audit Committee shall consist of at least three Directors, all of whom
shall have no relationship to the Company that may interfere with the exercise
of their independence from management and the Company and shall otherwise
satisfy the applicable membership and independence requirements under the rules
of the New York Stock Exchange (the "NYSE") and applicable law. All members of
the Committee shall have a working familiarity with basic financial and
accounting processes and one member shall be a "financial expert" according to
the criteria set forth under Item 401(e) of SEC Regulation S-K.
The members of the Audit Committee shall be appointed at least annually by
the Board of Directors on the recommendation of the Nominating and Governance
Committee and may be replaced by the Board of Directors from time to time.
Each member of the Audit Committee should limit the number of public
companies for which he or she serves as a member of the audit committee to no
greater than three. If a member of the Committee serves on
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more than three public company audit committees, the Board shall evaluate
whether such simultaneous service would impair the ability of such member to
effectively serve on the Committee.
MEETINGS
The Audit Committee shall hold at least four meetings per year and such
additional meetings as the Audit Committee or its Chairperson shall determine.
In addition, the Audit Committee should meet separately and periodically
with management, the Director of the internal audit department and the outside
auditors to review and discuss the annual and quarterly reporting process and
such other appropriate matters and to discuss any matters that the Audit
Committee or any of those persons or firms believe should be discussed
privately.
The Audit Committee may request any officer or employee of the Company or
the Company's outside counsel or outside auditors to attend a meeting of the
Audit Committee or to meet with any members of, or consultants to, the Audit
Committee.
COMMITTEE AUTHORITY AND RESPONSIBILITY
To carry out its oversight responsibilities, the Audit Committee shall have
the following duties and powers:
1. With respect to the outside auditors, the Audit Committee shall:
a. have sole authority to retain, evaluate and replace the Company's
outside auditors and approve all audit services and audit engagement
fees and terms and any non-audit engagements by the outside
auditors;
b. at least annually, review the services proposed to be rendered to
the Company by the outside auditors, including the nature, type and
scope of services contemplated and the related fees to be rendered
by the firm during the year, and approve the appropriate services
and fees;
c. Review and, as appropriate, pre-approve those engagements that may
arise during the course of the year that are outside the scope of
the initial services and fees pre-approved by the Audit Committee.
d. annually evaluate the outside auditor's qualifications, performance
and independence, including that of the lead audit partner for the
Company's account, taking into account the opinions of management
and the Company's internal auditors;
e. ensure regular rotation of the lead partner on the Company's account
as required by applicable SEC regulation and consider whether
regular rotation of the outside audit firm is appropriate;
f. ensure that the outside auditors prepare and deliver annually the
Statement as to Independence (it being understood that the outside
auditors are responsible for the accuracy and completeness of this
Statement), actively engage the outside auditors in a dialogue with
respect to any relationships or services disclosed in this Statement
that may impact the objectivity and independence of the Company's
outside auditors and take appropriate action to satisfy itself of
the outside auditors' independence;
g. meet with the outside auditors to discuss the planning and staffing
of the annual audit and the results of their examination and their
evaluation of internal controls and the overall quality of financial
reporting;
h. approve in advance any non-audit services that are proposed to be
furnished to the Company by the Company's outside auditors as
permitted by law and review the disclosure of such arrangements in
the Company's periodic reports;
i. set clear hiring policies for employees or former employees of the
Company's outside auditors; and
C-2
j. review with the outside auditor any audit problems or difficulties,
including any restrictions on the scope of the outside auditor's
activities or access to requested information and any significant
disagreements with management, and management's response; and
k. at least annually, obtain and review a report by the independent
auditor describing: (i) the firm's internal quality-control
procedures; (ii) any material issues raised by the most recent
internal quality-control review, or peer review, of the firm, or by
any inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one or more
independent audits carried out by the firm; and (iii) any steps
taken to deal with any such issues.
2. With respect to the internal audit department, the Audit Committee
shall:
a. appoint and/or replace the director of the internal audit department
and maintain a direct reporting line to the Audit Committee. The
director of the internal audit department shall maintain an
administrative reporting line to the Chief Financial Officer;
b. advise the director of the internal audit department of requirements
to provide to the Audit Committee summaries of and, as appropriate,
the complete internal audit department reports along with
management's responses thereto; and
c. discuss with the outside auditors the internal audit department's
responsibilities, budget and staffing and any recommended changes in
the planned scope of the internal audit.
3. With respect to financial reporting principles and policies and
internal audit controls and procedures, the Audit Committee shall:
a. advise management, the internal audit department and the outside
auditors that they are expected to provide to the Audit Committee a
timely analysis of significant financial reporting issues and
practices;
b. meet with the outside auditors, with and without representatives of
management and the internal audit department present, to:
1) discuss the scope of the annual audit;
2) discuss the Company's annual and quarterly financial statements
prior to filing, including the Company's disclosures under
"Management's Discussion and Analysis of Financial Condition
and Results of Operations," as well as the results of the
outside auditor's review of the annual and quarterly financial
statements;
3) review and discuss the Company's press releases, including the
type and presentation of information to be included (paying
particular attention to any use of pro forma or adjusted
non-GAAP information), as well as financial information and
earnings guidance provided to analysts and rating agencies;
4) discuss any other significant matters arising from any audit or
report or communication above, whether raised by management,
the internal audit department or the outside auditors, relating
to the Company's financial statements;
5) review and discuss material off-balance sheet transactions;
6) confirm that there are no material non-compliance issues with
SEC reporting requirements that would require accounting
restatements of special disclosures;
7) discuss the effect of regulatory accounting initiatives and
off-balance sheet structures on the Company's financial
statements;
8) discuss significant changes to the Company's auditing and
accounting principles, policies, controls, procedures and
practices proposed or contemplated by the outside auditors, the
internal audit department or management;
C-3
9) discuss guidelines and policies with respect to risk
assessment and risk management and inquire about significant
risks and exposures, if any, and the steps taken to monitor
and minimize such risks; and
10) review the form of opinion the outside auditors propose to
render to the Board of Directors and shareholders;
c. recommend to the Board of Directors whether the audited financial
statements should be included in the Company's Form 10-K;
d. obtain from the outside auditors assurance that the audit was
conducted in a manner consistent with prior years and in
accordance with generally accepted accounting principles and
regulatory requirements; and
e. discuss with the Company's counsel any legal matters that may have
a material effect on the financial statements or the Company's
compliance policies, including materials notices to or inquiries
received from governmental agencies.
4. With respect to reporting, the Audit Committee shall:
a. review and approve the Company's Code of Ethics for its senior
officers as required by SEC rules;
b. obtain reports from management, the Company's internal audit
department and the outside auditor that the Company and its
subsidiaries and foreign affiliated entities are in conformity
with applicable legal requirements, the Company's Code of Business
Conduct and Ethics and the Company's Code of Ethics for its senior
officers and advise the Board of Directors with respect to the
Company's policies and procedures regarding compliance with
applicable laws and regulations and with the Company's Code of
Business Conduct and Ethics and Code of Ethics for senior
officers;
c. review reports and disclosures of insider and affiliated party
transactions and waivers of the Code of Ethics for the Company's
senior officers; and
d. review this Charter at least annually and recommend any changes to
the full Board of Directors.
5. The Audit Committee shall meet separately, periodically, with the
Company's management, internal auditors and outside auditors.
6. The Audit Committee shall establish procedures for (a) the receipt,
retention and treatment of complaints received by the Company regarding
accounting, internal accounting controls or auditing matters and (b)
the confidential, anonymous submission by employees of the Company or
any interested parties, of concerns regarding questionable accounting
or auditing matters via a designated confidential e-mail address or the
Teletip Hotline.
7. The Audit Committee shall have the resources and authority appropriate
to discharge its responsibilities, including the authority and
necessary funds to engage outside auditors for special audits, reviews
and other procedures and to retain special counsel and other experts or
consultants as it determines necessary to carry out its duties.
8. The Audit Committee shall conduct an annual self-performance
evaluation.
REPORTS OF THE COMMITTEE
At each regular meeting of the Board of Directors, the Committee shall
report the substance of all actions taken by the Committee since the date of its
last report to the Board of Directors. Each report shall be filed with the
minutes of the Board of Directors to which it is presented, as a part of the
corporate records.
C-4
APPENDIX D
WESCO INTERNATIONAL, INC.
COMPENSATION COMMITTEE CHARTER
PURPOSE
The Compensation Committee is appointed annually by the Board of Directors
to discharge the Board's responsibilities relating to compensation for the
Company's directors and executive officers. The Committee has overall
responsibility for evaluating and approving the structure of the Company's
executive compensation plans, policies and programs.
The Compensation Committee is also responsible for producing an annual
report on executive compensation for inclusion in the Company's annual proxy
statement.
COMPENSATION COMMITTEE MEMBERSHIP
The Compensation Committee shall consist of no fewer than three members,
one of whom shall serve as chairperson of the Committee. The members of the
Compensation Committee shall meet the independence requirements of the New York
Stock Exchange and shall be "outside directors" for purposes of Section 162(m)
of the Internal Revenue Code and "non-employee directors" for purposes of
Section 16b-3 of the Securities Exchange Act of 1934.
The members of the Compensation Committee and the chairperson of the
Compensation Committee shall be appointed at least annually by the Board of
Directors on the recommendation of the Nominating and Governance Committee.
MEETINGS
The Compensation Committee shall hold at least two meetings per year and
such additional meetings as determined by the Compensation Committee or by its
chairperson.
COMMITTEE AUTHORITY AND RESPONSIBILITY
1. The Compensation Committee is responsible for the review and approval
of compensation arrangements and plans for directors and executive
officers, for the review and approval of compensation paid to other
senior level executives, and for the administration of certain benefit
and compensation plans and arrangements of the Company.
2. On an annual basis, the Compensation Committee reviews and approves the
compensation and benefit programs for the executive officers, including
the Chairman and Chief Executive Officer.
3. On a biannual basis, the Compensation Committee reviews and considers
adjustments to the compensation plans for eligible members of the Board
of Directors.
4. The Compensation Committee has the sole authority to retain and approve
the fees and expenses of legal, accounting, and/or compensation
consultants to assist in evaluating plan structures and the total
compensation and benefit arrangements provided under such plans.
5. In conducting its annual review of compensation for the CEO and senior
executives of the Company, the Compensation Committee has the authority
to review, revise, and approve (a) the annual base salary, (b) the
annual cash incentive, (c) the long-term equity based incentive, (d)
employment agreements, severance arrangements, and change of control
agreements in each case as, when and if appropriate, and (e) any
special or supplemental benefits.
6. The Compensation Committee shall annually review and approve corporate
goals and objectives relevant to CEO compensation, evaluate the CEO's
performance in light of those goals and objectives, and recommend to
the Board of Directors the CEO's compensation based on this
D-1
evaluation. In determining both the annual cash incentive awards and
long-term equity incentive components of CEO compensation, the
Committee will consider the Company's performance and relative
shareholder return, significant activities and accomplishments, the
value of similar incentive awards to CEO's at comparable companies, and
the awards given to the CEO in past years.
7. The Compensation Committee will also review on an annual basis
management's recommendations with respect to the compensation of all
officers and key executives as well as all individuals or groups of
individuals receiving awards under equity based plans. The Compensation
Committee has the sole authority to grant equity awards and the timing,
size, and other terms of any such awards. The Committee shall have full
decision-making powers with respect to compensation intended to be
performance-based compensation within the meaning of Section 162 (m) of
the Internal Revenue Code.
8. The Compensation Committee is responsible for approving the
compensation, equity awards, and contractual arrangements of newly
hired senior level executives and for executives having significant
changes made to their total compensation as a result of changes in
responsibility or other special situations.
9. The Compensation Committee is responsible for the review and approval
of changes or modifications to certain tax qualified benefit programs
that are subject to the regulations established under the Employee
Retirement Income Security Act (ERISA). In addition, the Compensation
Committee is responsible for assuring that the equity-based plans
requiring shareholder approval comply with standards and procedures
established by the New York Stock Exchange and the Securities and
Exchange Commission.
10. The Compensation Committee is responsible for annually determining
whether the Company's financial performance is sufficient for making
discretionary, company-only payments to the WESCO Retirement Savings
Plan.
11. The Compensation Committee shall annually review its own performance.
REPORTS OF THE COMMITTEE
At each regular meeting of the Board of Directors, the Compensation
Committee shall report the substance of all actions taken by the Committee since
the date of its last report to the Board of Directors. Each report shall be
filed with the minutes of the Board of Directors to which it is presented, as a
part of the corporate records.
D-2
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD Please [ ]
OF DIRECTORS. THE BOARD OF DIRECTORS RECOMMENDS Mark Here
A VOTE FOR THE FOREGOING PROPOSAL. for Address
Change or
Comments
SEE REVERSE SIDE
ELECTION OF DIRECTORS:
The election of three directors,
01 Sandra Beach Lin, 02 Robert J. Tarr, Jr., and
03 Kenneth L. Way
for a three-year term to expire in 2007.
FOR all nominees WITHHOLD AUTHORITY
listed above (except as to vote for all
marked to the contrary) nominees listed above
[ ] [ ]
(Instruction: To withhold authority to vote for any nominee,
write that nominee's name on the line below.)
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In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting. 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.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
CONSENTING TO RECEIVE ALL FUTURE ANNUAL MEETING
MATERIALS AND SHAREHOLDER COMMUNICATIONS Please disregard if you
ELECTRONICALLY IS SIMPLE AND FAST! Enroll today at have previously provided
www.melloninvestor.com/isdfor secure online access your consent decision.
to your proxy materials, statements, tax documents
and other important shareholder correspondence.
SIGNATURE SIGNATURE DATE , 2004
--------------------- --------------------- --------
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
VOTE BY INTERNET OR TELEPHONE OR MAIL
24 HOURS A DAY, 7 DAYS A WEEK
INTERNET AND TELEPHONE VOTING IS AVAILABLE THROUGH 11:59 PM EASTERN TIME
THE DAY PRIOR TO ANNUAL MEETING DAY.
YOUR INTERNET OR TELEPHONE VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR
SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.
INTERNET TELEPHONE
HTTP://WWW.EPROXY.COM/WCC 1-800-435-6710 MAIL
Use the Internet to vote your proxy. Use any touch-tone telephone to Mark, Sign and Date
Have your proxy card in hand when OR vote your proxy. Have your proxy OR your proxy card
you access the web site. card in hand when you call. and
return it in the
enclosed postage-paid
envelope.
IF YOU VOTE YOUR PROXY BY INTERNET OR BY TELEPHONE,
YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD.
YOU CAN VIEW THE ANNUAL REPORT AND PROXY STATEMENT
ON THE INTERNET AT WWW.WESCODIST.COM/ANNUALREPORT
WESCO INTERNATIONAL, INC. THIS PROXY IS SOLICITED ON BEHALF
225 WEST STATION SQUARE DRIVE, SUITE 700 OF THE BOARD OF DIRECTORS. THE
PITTSBURGH, PENNSYLVANIA 15219 BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR THE FOREGOING PROPOSAL.
PROXY
The undersigned hereby appoints Stephen A. Van Oss and Daniel A. Brailer as
Proxies, and each of them with full power of substitution, to represent the
undersigned and to vote all 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 Shareholders to be held May 19, 2004 or any adjournment
thereof, upon all matters coming before the meeting.
ADDRESS CHANGE/COMMENTS (MARK THE CORRESPONDING BOX ON THE REVERSE SIDE)
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