Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Charlotte A. Zuschlag and Ronald W. Owen's terms as members of the Wesbanco, Inc. ('Wesbanco") Board of Directors expired as of the Annual Meeting of Stockholders held on April 21, 2021. Both Ms. Zuschlag and Mr. Owen are retiring from the Board because they are not eligible under Wesbanco's Bylaws to stand for re-election due to the age 70 limitation as of the date of re-election, and not as a result of any disagreement with Wesbanco. Both Ms. Zuschlag and Mr. Owen have served as members of the Board of Directors of the Corporation since February 10, 2015 as a result of Wesbanco's acquisition of ESB Financial Corporation.

(e) On April 21, 2021, the shareholders of Wesbanco approved amendments to the Wesbanco, Inc. Incentive Bonus, Option and Restricted Stock Plan, as amended and restated (the "Plan"). The shareholders also approved an increase in the number of shares that may be issued under the Plan by 2,000,000 shares.

The terms of the Plan are set forth under the caption "Item 4 Approval of the Wesbanco, Inc. Key Executive Incentive Bonus, Option and Restrict Stock Plan, as amended and restated, including an increase to the number of shares authorized for issuance" in Wesbanco's definitive proxy statement for its 2021 annual meeting filed with the Securities and Exchange Commission (the "Commission") on March 17, 2021. Such !description is incorporated herein by reference and is qualified in its entirety by reference to the Plan, filed as Exhibit 10.1 to this report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Item 1 - Election of Directors

On April 21, 2021, Wesbanco's Annual Meeting of its Stockholders was held. The following directors were elected to the Board of Directors for a term of three years expiring at the Annual Stockholders' Meeting in 2024:





                         For     Withheld  Non Votes

James W. Cornelsen 47,684,826 2,230,223 7,500,673 Robert J. Fitzsimmons 49,346,111 568,938 7,500,673 D. Bruce Knox 47,133,274 2,781,775 7,500,673 Gary L. Libs 49,322,001 593,048 7,500,673 Reed J. Tanner 48,191,119 1,723,930 7,500,673

Item 2 - Approval of an Advisory (Non-Binding) Vote on the Corporation's Executive Compensation Paid to the Named Executive Officers

Wesbanco's stockholders also approved an advisory (non-binding) proposal on Wesbanco, Inc.'s executive compensation paid to Wesbanco's named executive officers. The results of the vote were as follows:





                                         For      Against    Abstain   Non Votes
Advisory vote to approve Wesbanco,
Inc.'s executive compensation         46,259,725 2,518,869  1,136,455  7,500,673

Item 3 - Advisory (Non-Binding) Vote Ratifying the Appointment of Independent Registered Public Accounting Firm

Wesbanco's stockholders also approved an advisory (non-binding) proposal ratifying the appointment of Ernst & Young, LLP as Wesbanco's independent registered public accounting firm for the fiscal year ending December 31, 2021. The results of the vote were as follows:





                                         For      Against    Abstain   Non Votes
Advisory vote to ratify appointment
of independent registered public
accounting firm                       55,621,742 1,118,619   675,361       -

















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Item 4 - Approval of the Incentive Plan, as Amended and Restated, to Increase the Number of Shares Authorized for Issuance

Wesbanco's stockholders also approved the Wesbanco, Inc. Key Executive Incentive Bonus, Option and Restricted Stock Plan as amended and restated and also approved an increase to the number of shares authorized for issuance under the Plan by 2,000,000 shares. The results of the vote were as follows:





                                         For      Against    Abstain   Non Votes
To approve Wesbanco, Inc Key
Executive Bonus, Option and
Restricted Stock Plan, as amended and
restated, to increase the number of
shares authorized for issuance        46,140,181 2,732,935  1,041,933  7,500,673

Item 9.01 Financial Statements and Exhibits.







(d)  Exhibits:

10.1 - Wesbanco, Inc. Incentive Bonus, Option and Restricted Stock Plan, as amended.

104 - Cover Page Interactive Data File (embedded within the Inline XBRL document).

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