Form 8-K 4-27-07
UNITED
STATES
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) April 27, 2007 (April 18,
2007)
WesBanco,
Inc.
(Exact
name of registrant as specified in its charter)
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West
Virginia
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0-8467
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55-0571723
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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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):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
(a)
Amendment
of bylaws
WesBanco,
Inc.’s (WesBanco) Board of Directors, at its annual reorganizational meeting,
approved an amendment to Article IX of WesBanco’s bylaws, effective with its
meeting of April 26, 2007. The amendment changed WesBanco’s Bylaws to permit
direct registration of shares of WesBanco common stock in addition to
certificate form. The Bylaw change facilitates compliance with the new NASDAQ
rule requiring companies to permit direct registration of their securities
by
January 1, 2008.
The
amended Bylaws of WesBanco are attached as Exhibit 3.1 to this
report.
Item
8.01 Other Information
WesBanco
issued a press release today announcing that its Board of Directors, at its
annual reorganizational meeting, elected James C. Gardill Chairman of the Board
of Directors, effective with its meeting of April 26, 2007. Edward M. George,
former Chairman of the Board and retired President and CEO of WesBanco, Inc.,
will continue to serve on the WesBanco board.
The
press
release is attached as Exhibit 99.1 to this report. The press release also
notes
recently elected directors from the Annual Meeting of Stockholders held on
April
18, 2007.
At
WesBanco's Annual Meeting of Stockholders held on April 18, 2007, the
stockholders voted to reject a Jewelcor Management, Inc. shareholder proposal
disclosed in its annual proxy statement that had advocated the WesBanco Board
of
Directors take steps to achieve a sale or merger of the Company.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits:
3.1
-
Bylaws of WesBanco, Inc., as amended April 26, 2007
99.1
-
Press release dated April 27, 2007
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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Date:
April 27, 2007
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/s/
Robert H. Young |
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Robert
H. Young
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Executive
Vice President and
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Chief
Financial Officer
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