WesBanco, Inc. ($WSBC)

Hello, and welcome to the Annual Meeting of Stockholders of WesBanco, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Christopher Criss, Chair of the WesBanco Board of Directors. Chairman Criss, please proceed.

Thank you. Good afternoon. Will the meeting please come to order. I'm Christopher Criss, Chairman of the Board of WesBanco, Inc., and I will be presiding at this meeting. Along with my fellow directors and executive officers of the company, I would like to welcome you to our Annual Meeting of Stockholders. We appreciate your attendance, your interest and most importantly, your support of WesBanco. This Annual Meeting of Stockholders is held pursuant to the bylaws of the company, written notice to all stockholders of the meeting and our proxy statement. Stockholders wishing to ask questions will be given an opportunity to do so during a separate question-and-answer session. Before taking up items to be acted on, I would like to thank Jeffrey Jackson, our President and CEO; and Daniel Weiss, Senior Executive Vice President and Chief Financial Officer, who are also participating today and will be available to answer any questions during the Q&A session. Finally, I would like to thank our various officers of WesBanco participating in the meeting today as well as our members of the Board of Directors who have joined the meeting. Also attending this meeting is Tanya Wisniewski, partner of Ernst & Young, our independent auditors for fiscal year December 31, 2025; and William Martin, partner of Deloitte & Touche, our independent auditors for the fiscal year ending December 31, 2026. Although both Ernst & Young and Deloitte & Touche have indicated they do not wish to make a statement, they both are available to respond to appropriate questions during the Q&A session. Also attending this meeting is Dave Dietrich of Computershare, our stock register and transfer agent. He has provided to the inspector of the election the official tally of shareholders voting for today's meeting. In accordance with our bylaws, I will act as Chairman of the meeting, and Mrs. Linda Woodfin will act as Secretary of the meeting. In addition, on March 4, 2026, the Board of Directors appointed Scott Love, Executive Vice President of Wealth Management, to serve as the inspector of the election for this meeting. I request that he file his oath of the office with the Secretary of the meeting for inclusion in the minutes of the meeting. The Board also appointed Daniel Weiss, Jr. Executive Vice President and CFO as Corp to the inspector. The Board also appointed a proxy committee for the annual meeting, whose members are John Iannone, Mike Perkins and Richard Laws. Will the Secretary please report on the notice of the meeting?

Thank you, Mr. Criss. I can confirm that stockholders of record as of February 27, 2026, were sent the notice of the meeting, the proxy statement and the annual report by a mailing, which commenced on March 13, 2026.

Thank you. The Secretary has an alphabetical list of stockholders of the common stock of the company at the close of business on February 27, 2026. The list of stockholders is available for examination at this meeting for any purpose relevant to the meeting. Mr. Weiss, will you please present your report of attendance at this meeting so we can determine whether a quorum is present?

Mr. Chairman, on February 27, 2026, the record date for this annual meeting, there were outstanding and entitled to vote a total of 96,096,656 shares of common stock. I've been informed by the Inspector of Election that there are 83,091,068 shares of stock represented by proxy or approximately 86% of all of the shares entitled to vote at this annual meeting. The shares so represented exceed 50% of the total shares entitled to vote at this meeting and thus constitute a quorum.

Thank you, Mr. Weiss. On the basis of the report of the Secretary and the Inspector of Election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly conveyed -- convened. As this year's annual meeting is being held virtually and conducted solely online by way of a live webcast, detailed instructions were provided within the notice of the annual meeting for those stockholders entitled to vote at this meeting and the polls have been opened. We will now move to review the proposals. First proposal to come before the meeting is the election of directors. At this meeting, we'll be electing 6 directors, 5 to serve for a 3-year term expiring on 2029 Annual Meeting of Stockholders and want to serve for a 1-year term at the 2027 Annual Meeting. The nominees for the 3-year terms are Louis Altman, John Bookmyer, Todd Clossin, Denise Knouse-Snyder and Eric Nelson. The nominee for a 1-year term is Joe Robinson. Information concerning their principal occupation, service as WesBanco Board members, skills and qualifications and other matters which may be of interest are contained in the proxy. No other nominations were received prior to the deadline established in the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed. Proposal 2 asks stockholders to approve an advisory and nonbinding resolution on compensation paid to WesBanco's named executive officers in 2025 as described in our proxy statement. This proposal is adversary. Although nonbinding, the vote will provide information to our Compensation Committee and our Board of Directors regarding investor sentiment about our executive compensation philosophy, policies and practices, which our Compensation Committee and our Board of Directors will be able to consider making further executive compensation decisions. The next matter to come before the meeting is the ratification of the appointment of Deloitte & Touche as the company's independent registered public accounting firm. Board of Directors recommends the ratification of the appointment of Deloitte & Touche to serve as the company's independent registered public accounting firm to opt the company's financial statements for the fiscal year ending December 31, 2026. The final matter to come before the meeting is approval of the WesBanco 2026 equity plan for which the Board of Directors also recommends approval. That concludes the proposals. It's now my pleasure to introduce our President and Chief Executive Officer, Jeffrey Jackson, for remarks on behalf of the corporation.

Thank you, Chair, Criss, and thank you to everyone who has joined us today. I appreciate the confidence you place in WesBanco and your engagement with our strategy, progress and leadership. 2025 was a year of disciplined execution and growth for our company. We successfully integrated Premier Financial Corp. and its customers, continuing our transformation into a regional financial services partner. We are proud to now be ranked among the top 50 largest publicly traded financial institutions in the United States. Financial and operational highlights include strong total and organic loan growth, fully funded by deposits. We also strengthened our balance sheet, meaningfully expanded our net interest margin and achieved record fee income, all while keeping asset quality stable. Taken together, these results reflect a business model focused on sustainable growth. Appropriately, our executive compensation program remains tightly linked to performance and market competitiveness. Following the Premier acquisition, our asset size increased roughly by 50%. In response, we updated our peer group to better reflect the company we are today. Once again, 2025 was a transformative year for WesBanco, and we are well positioned to continue delivering long-term value for our customers and shareholders. On behalf of the executive management team and Board, thank you for your continued confidence and engagement. With that, I will turn it back over to Chair, Criss for Q&A portion of today's call.

Thank you, Jeff. I will now ask whether there are any questions that have been submitted through the Q&A portal for response.

Thank you, Mr. Chairman. There are currently no questions in the queue.

Thank you, John. Since everyone has had the opportunity to vote and there has been an opportunity for any questions to be addressed, I now declare the polls closed. The Inspector of Election has delivered his preliminary report, and I will now ask the clerk to the inspector to announce the preliminary results.

Mr. Chairman, based on the Inspector of Election's preliminary report, each of the nominees for director in their separate respective classes received more than 91% of the votes cast in favor of his or her election and has been elected as a director of the company to serve for their respective terms of 3 years and 1 year. Resolution on an advisory basis for the compensation of our named executive officers for 2025 received more than 63% of the votes cast in favor of the proposal and has been approved. The ratification of the appointment of Deloitte & Touche as the company's independent registered public accounting firm received more than 98% of the votes in favor, and the appointment has been ratified. And finally, the WesBanco, Inc. 2026 Equity Plan received more than 94% of the votes cast in favor of the proposal and it's been approved. We will file the final report of the Inspector of Election with the records of this meeting, and we expect to report the final results of the voting on a Form 8-K to be filed with the SEC within 4 business days of this meeting.

Thank you, Mr. Weiss. That concludes the business for the meeting. The meeting is now adjourned. Ladies and gentlemen, thank you again for attending today's meeting.

This concludes the meeting. You may now disconnect.