SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
ANNUAL REPORT ON FORM 10-K RELATING TO VOTING TRUST INTEREST
WITH RESPECT TO SHARES OF COMMON STOCK OF
GRAYBAR ELECTRIC CO., INC.
Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
Names and Addresses of all Voting Trustees (as of March 9, 2010):
L. R. Giglio 34 North Meramec Avenue
P.O. Box 7231
St. Louis, Missouri 63177
T. S. Gurganous 34 North Meramec Avenue
P.O. Box 7231
St. Louis, Missouri 63177
R. D. Offenbacher 34 North Meramec Avenue
P.O. Box 7231
St. Louis, Missouri 63177
R. A. Reynolds, Jr. 34 North Meramec Avenue
P.O. Box 7231
St. Louis, Missouri 63177
Address to which communications to the Voting Trustees should be sent:
R. A. Reynolds, Jr.
c/o Graybar Electric Company, Inc.
P.O. Box 7231
St. Louis, Missouri 63177
Title of the securities deposited under the Voting Trust Agreement:
Common Stock, par value $1.00 per share
Exact name of the issuer of such securities, as specified in its charter:
Graybar Electric Company, Inc.
State or other jurisdiction in which I.R.S. Employer
such issuer was incorporated or organized: Identification No.:
New York 13-0794380
Address of such issuer's principal executive offices:
34 North Meramec Avenue
P.O. Box 7231
St. Louis, Missouri 63177
If the Voting Trust Interests are registered on any national securities exchange,
state the name of each such exchange:
None
EXPLANATORY NOTE
The Annual Report Relating to Voting Trust Interests, filed by the Voting Trustees under a Voting Trust Agreement, dated as of March 16, 2007, among holders of the Common Stock of Graybar Electric Company, Inc. ("Graybar"), was filed for years prior to 1982 on Form 16-K which was discontinued by the Securities and Exchange Commission (the "Commission") pursuant to Securities Exchange Act Release No. 34-18524, effective May 24, 1982 (the "Release"). In the Release, the Commission indicated that although Form 16-K was being discontinued, voting trusts would continue to be required to file annual reports. Specific requirements respecting the form of such annual reports were to be determined on a case by case basis.
In response to inquiries to the Deputy Chief Counsel of the Commission's Division of Corporation Finance, Graybar has been informed that the Voting Trustees should file an Annual Report on Form 10-K (as the only appropriate form under Section 13 of the Securities Exchange Act of 1934), but that because the requirements of Form 10-K are generally not applicable to elicit information relevant to voting trusts, the information previously required by rescinded Form 16-K should continue to be provided in this Annual Report. For this reason, the item numbers and information in this Annual Report correspond to the item numbers and disclosure required in the past by rescinded Form 16-K and used in the Annual Report Relating to Voting Trust Interest filed with the commission by Graybar's Voting Trustees in years prior to 1982.
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INFORMATION REGARDING VOTING TRUST
PART I
Item 1. Deposit and Withdrawal of Securities (1)(2)(3)
Amount Amount
deposited withdrawn Amount Percentage of
during during held at class held at
year year(4) end of year end of year
1,797,168 456,477 7,836,951 81.3%
(1) The securities consist of shares of Common Stock, par value $1.00 per share (the "Common Stock"), of
Graybar Electric Company, Inc. ("Graybar").
(2) The 1997 Voting Trust terminated on March 31, 2007. 5,170,086 shares of Common Stock were deposited into the
2007 Voting Trust at its inception.
(3) Shares deposited and withdrawn during the year only cover shares that were deposited and withdrawn with
respect to the 2007 Voting Trust.
(4) The 456,477 shares of Common Stock withdrawn from the Voting Trust in 2009 represent shares purchased
by Graybar from employees, retirees or their estates in accordance with Graybar's repurchase rights under
its Restated Certificate of Incorporation. The shares so purchased were placed in Graybar's treasury.
Item 2. Exercise of Voting Rights.
The Voting Trustees did not exercise voting rights under the Voting Trust Agreement during the fiscal year
with respect to any matter, except that the Voting Trustees voted the shares of Common Stock held by them in
favor of the election of 14 directors.
Item 3. Exercise of Other Powers.
The Voting Trustees exercised no powers under the Voting Trust Agreement, other than voting rights and the
distribution of dividends upon the underlying securities, during the fiscal year.
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Item 4. Ownership of Voting Trust Certificates and Other Securities.
The following table presents information, as of March 9, 2010, as to Voting Trust Interest owned of record or beneficially by each Voting Trustee. As of March 9, 2010, no Voting Trustee owned any securities of Graybar other than those deposited under the Voting Agreement nor any securities of Graybar's subsidiaries. No other person owns of record, or is known by the Voting Trustees to own beneficially, more than five percent of the Voting Trust Interest.
Name and address Name of issuer Amount owned Percent of
of owner and title of class Type of ownership as of March 9, 2010 class owned
L. R. Giglio Voting Trust Interest (A) Of record and beneficially 15,997 (B) .185%(C)
34 North Meramec Avenue
P.O. Box 7231
St. Louis, Missouri 63177
T. S. Gurganous Voting Trust Interest (A) Of record and beneficially 16,797(B) .195%(C)
34 North Meramec Avenue
P.O. Box 7231
St. Louis, Missouri 63177
R. D. Offenbacher Voting Trust Interest (A) Of record and beneficially 20,673(B) .240%(C)
34 North Meramec Avenue
P.O. Box 7231
St. Louis, Missouri 63177
R. A. Reynolds, Jr. Voting Trust Interest (A) Of record and beneficially 35,886 (B) .416%(C)
34 North Meramec Avenue
P.O. Box 7231
St. Louis, Missouri 63177
_____________________
(A) Issued under the Voting Trust Agreement dated as of March 16, 2007.
(B) The number of shares of Common Stock to which such Voting Trust Interest relate.
(C) As of March 9, 2010, the Voting Trustees together held of record 8,629,241 shares of Common Stock, or 81.5% of the outstanding shares
of Common Stock.
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Item 5. Business Experience of Voting Trustees.
The information with respect to the business experience of the Voting Trustees required to be included pursuant to this Item 5 will be included under the caption "Directors -- Nominees for Election as Directors" in Graybar's Information Statement relating to the 2010 Annual Meeting of Shareholders (the "Information Statement"), to be filed with the Commission pursuant to Rule 14(c)-5 under the Securities Exchange Act of 1934, and is incorporated herein by reference.
Item 6. Business and Professional Connection of Voting Trustees with Issuer, Affiliates and Underwriters.
The information with respect to the business and professional connections of each Voting Trustee with Graybar and any of its affiliates will be included under the caption "Directors -- Nominees for Election as Directors" in the Information Statement and is incorporated herein by reference.
Item 7. Other Activities of Voting Trustees.
Except as described in this Annual Report, the Voting Trustees did not perform any other activities during the fiscal year.
Item 8. Representation of Other Persons by Voting Trustees.
The Voting Trustees represented no persons other than holders of Voting Trust Interest during the fiscal year.
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Item 9. Remuneration of Voting Trustees.
The following table presents information as to the aggregate remuneration received by each Voting Trustee for services in all capacities during the fiscal year from Graybar and its subsidiaries. No Voting Trustee received any remuneration from any person or persons for acting as Voting Trustee.
Cash Compensation
Capacities in which Salaries, Bonuses
Name of Voting Trustee Compensation Received and Directors’ Fees(1)
L. R. Giglio Director and Senior $ 399,929
Vice President -
Operations
T. S. Gurganous Director and 348,372
District Vice President
R. D. Offenbacher Director and 411,411
Senior Vice President -
Sales and Marketing, Electrical
R. A. Reynolds, Jr. Director, Chairman of 1,054,877
The Board, President and
Chief Executive Officer
(1) Includes meeting fees of $300 for attendance at directors' meetings of Graybar and remuneration paid March 12, 2010 under Graybar's Management Incentive Plan with respect to services rendered during 2009.
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Item 12. Lists of Exhibits Filed.
(4) Instruments defining the rights of security holders, including indentures.
The Voting Trust Agreement dated as of March 16, 2007, attached as Annex A to the Prospectus, dated January 18, 2007, constituting a part of the Registration Statement on Form S-1 (Registration No. 333-139992), is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K, amended as prescribed by the Commission, has been signed below by the following persons, as Voting Trustees, as of March 9, 2010, said Trustees being invested with the power to bind all of the Voting Trustees.
As trustees under the Voting Trust Agreement
dated as of March 16, 2007.
By
/S/ L. R. GIGLIO
L. R. GIGLIO
/S/ T. S. GURGANOUS
T. S. GURGANOUS
/S/ R. D. OFFENBACHER
R. D. OFFENBACHER
/S/ R. A. REYNOLDS, JR.
R. A. REYNOLDS, JR.
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March 26, 2010
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Subject: Graybar Electric Company, Inc.
Form 10-K Relating To Voting Trust
Interest For Period Ending
December 31, 2009
File No. 0-255
Dear Sir or Madam:
Transmitted herewith is Graybar Electric Company, Inc. Report on Form 10-K Relating To Voting Trust Interest for the period ending December 31, 2009.
Sincerely yours,
Martin J. Beagen
Vice President and
Controller
MJB/stw