8-k Items 1.01 and 1.02
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported) June
23, 2005
WesBanco,
Inc.
(Exact
name of registrant as specified in its charter)
|
West
Virginia
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0-8467
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55-0571723
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|
(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1
Bank Plaza, Wheeling, WV
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26003
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (304)
234-9000
Former
name or former address, if changed since last report Not
Applicable
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 (see General Instruction A.2. below):
མWritten
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
མSoliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
མPre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
མPre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
1.01 ENTER INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM
1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
At
WesBanco’s regularly scheduled Board of Directors meeting held on June 23, 2005,
the following actions were approved:
Adoption
of New Deferred Compensation Plan
The
Board
adopted a new plan named the "WesBanco, Inc. Deferred Compensation Plan for
Directors and Eligible Employees," which permits the deferral of directors
fees
and a portion of executive officer compensation into the plan. The deferral
of
such amounts will be funded through a rabbi trust arrangement whereby such
amounts may be invested in mutual funds (money market, fixed income and various
equity funds) or WesBanco, Inc. common stock under an administration agreement
with a third-party trustee. It is anticipated that such investment choices
will
mirror those fund selection alternatives available to all current participants
of the "WesBanco, Inc. 401 (k) Profit Sharing Plan." Existing balances from
"The
Restated WesBanco, Inc. and WesBanco Affiliate Banks Directors Deferred
Compensation Plan" will be merged into the new plan and such plan will be
terminated. Certain Executive Officers, including those named in the Summary
Compensation Table of WesBanco’s 2005 Proxy Statement, will be eligible to defer
a portion of their salary and/or incentive compensation payments into the plan
for investment in accordance with the terms of the trust. For certain
executives, the Company will match the executive’s deferrals at a rate of 100%
up to either 2% or 4% of an individual’s eligible deferral amount. For Dennis G.
Powell, the only named executive officer included in the plan, his match is
100%
of the first 4% of his deferred amount on an annual basis. The Plan is intended
to operate in accordance with recently enacted IRC Section 409 (A) amendments.
The foregoing summary description is qualified in its entirety by reference
to
the WesBanco, Inc. Deferred Compensation Plan for Directors and Eligible
Employees, which will be filed as an exhibit to WesBanco’s quarterly report on
Form 10-Q for the quarter ended June 30, 2005.
Amendments
to Salary Continuation Agreements
Under
the
terms of certain named executive officer "Salary Continuation Agreements" which
provide for supplemental employee retirement benefits in the case of a change
in
control of WesBanco, Inc. (as described in the 2005 Proxy Statement), any
unearned retirement benefits as of the date of the change in control would
immediately become vested in accordance with the terms of the individual
agreements presently in operation. The Board has determined that only the
portion of benefits earned as of the date of the change of control would be
paid
on account of the change in control, with no additional vesting of the unearned
benefit unless normal employment continues after such change in
control.
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 hereunto
duly authorized.
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WesBanco,
Inc.
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(Registrant)
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June
29, 2005
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/s/
Robert H. Young |
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Date
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Robert
H. Young
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Executive
Vice President & Chief
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Financial
Officer
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