Wesbanco Inc 8-K, filed May 24, 2023
Wesbanco Inc (WSBC)
About this 8-K
Wesbanco Inc filed this 8-K on May 24, 2023.
Items reported
- Item 5.04: Benefit plan trading blackout
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefits Plans.
On May 24, 2023, Wesbanco, Inc. (the “Company”) sent a notice (the “Notice”) to members of its board of directors and its executive officers pursuant to Rule 104(b)(2) of Regulation BTR with respect to a covered blackout period under the Wesbanco, Inc. Employee Stock Ownership and 401(k) Plan (the “KSOP”) and the Wesbanco, Inc. Deferred Compensation Plan (the “DC Plan” and together with the KSOP, the “Plans”).
The blackout period is necessary to complete the transition of the recordkeeping and administrative services associated with the Plans to Empower. During the blackout period, participants in the Plans will not be able to undertake certain actions, including: directing or diversifying investments in their individual accounts, including transfers into or out of the KSOP fund that holds Company common stock or changing deemed investments in Company common stock under the DC Plan; obtaining loans or distributions from the KSOP; or changing contribution rates. The blackout period is expected to begin on July 18, 2023, and end on or about August 16, 2023. During the blackout period and for a period of two years after the ending date of the blackout period, the Company’s securityholders and other interested parties may obtain, without charge, the actual beginning and ending dates of the blackout period by contacting the Company by telephone at (304) 234-9000 or by mail at 1 Bank Plaza, Wheeling, WV 26003.
A copy of the Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
99.1 - Notice to Directors and Executive Officers of Wesbanco, Inc. dated May 24, 2023.
104 – Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Wesbanco, Inc. |
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May 24, 2023 |
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/s/ Daniel K. Weiss, Jr. |
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Daniel K. Weiss, Jr. |
EXHIBIT 99.1
Regarding Blackout Period and
Regulation BTR Trading Restrictions
May 24, 2023
As required by the Employee Retirement Income Security Act (“ERISA”), Sarbanes-Oxley, and associated regulations, if certain employer retirement plan investments are subject to a blackout, Wesbanco, Inc. (the “Company”) must notify all plan participants, former participants and beneficiaries of the blackout period.
The Company is changing the plan administrator for the Wesbanco, Inc. Employee Stock Ownership and 401(k) Plan (the “KSOP”), which will be renamed as the “Wesbanco, Inc. 401(k) Plan,” and the Wesbanco, Inc. Deferred Compensation Plan (the “DC Plan” and together with the KSOP, the “Plans”), effective on or about August 1, 2023. In connection with this change, our current and former employees who participate in the Plans will be subjected to a blackout period during which they will be temporarily unable to undertake certain actions. These include directing or diversifying investments in their Plan accounts, including transfers into or out of the KSOP fund that holds Company common stock, and KSOP loans or distributions.
The period during which participants in the Plans will be unable to exercise these rights represents a “blackout period” under the Sarbanes-Oxley Act of 2002 (the “Act”). The blackout period for the Plans will begin on July 18, 2023 and is expected to end on or about August 16, 2023.
Furthermore, to comply with the Act, Regulation BTR requires the Company to notify its directors and executive officers that the KSOP’s blackout period pertains to their employer security holdings or options. During the blackout period, with certain limited exceptions, you will not be permitted to purchase, sell or otherwise acquire or transfer, directly or indirectly, any equity securities of the Company, including the Company’s common stock and depositary shares, regardless of whether the transactions are effected through either of the Plans.
This trading prohibition during the blackout period does not apply to certain exempt transactions. For example, the Act permits you to make gifts of securities and to engage in transactions involving equity securities that were not acquired in connection with your services as a director or officer, although there is a presumption that any such transactions are prohibited unless you can identify the source of the shares and meet other requirements.
In addition, as a reminder, you also remain subject to the notice and other requirements of the Company’s insider trading policy.
If you have any questions concerning this notice, the blackout period (including the status of the blackout period) or transactions during the blackout period, you should contact Jim Gardill, by email at JamesGardill@pgka.com, by phone at (304) 232-6810, or by mail at 61 14th Street, Wheeling, WV 26003.