UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
 
ANNUAL REPORT ON FORM 10-K RELATING TO VOTING TRUST INTERESTS
WITH RESPECT TO SHARES OF COMMON STOCK OF
GRAYBAR ELECTRIC COMPANY, INC.
 
Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012
 
            Names and Addresses of all Voting Trustees (as of March 14, 2013):
                                           
R. A. Cole
34 North Meramec Avenue
                                                           
P.O. Box 7231
                                                           
St. Louis, Missouri  63177
 
 
L. R. Giglio
34 North Meramec Avenue
 
P.O. Box 7231
 
St. Louis, Missouri  63177
 
 
R. R. Harwood
34 North Meramec Avenue
 
P.O. Box 7231
 
St. Louis, Missouri  63177
 
 
R. C. Lyons
34 North Meramec Avenue
 
P.O. Box 7231
 
St. Louis, Missouri  63177
 
 
K. M. Mazzarella
34 North Meramec Avenue
 
P.O. Box 7231
 
St. Louis, Missouri  63177
                                       
          Address to which communications to the Voting Trustees should be sent:
 
K. M. Mazzarella
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 such issuer was incorporated or organized:                                      
New York                                                                               
 
I.R.S. Employer Identification No.:
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 Interests filed with the Commission by voting trustees in years prior to 1982.








INFORMATION REGARDING VOTING TRUST
 
 
PART I
 
 
Item 1.            Deposit and Withdrawal of Securities (1)(2)(3) 
Amount deposited during year
 
Amount withdrawn during year (4)
 
Amount held at end of year
 
Percentage of class held at end of year
 
 
 
 
 
 
 
1,495,028

 
478,900

 
10,652,056

 
82.5
%
 
 
 
 
 
 
 
 

(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 478,900 shares of Common Stock withdrawn from the Voting Trust in 2012 represent shares purchased by Graybar from employees, retirees or their estates in accordance with Graybar's purchase rights under its amended Restated Certificate of Incorporation. The shares so purchased were placed in Graybar's treasury or cancelled.  
 
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 for the election of 10 directors. During the fiscal year, the voting trustees were R. A. Cole, L. R. Giglio, T. S. Gurganous, K. M. Mazzarella and R. A Reynolds, Jr. Messrs. Reynolds and Gurganous were succeeded by Messrs. Lyons and Harwood, respectfully, subsequent to the fiscal year end but prior to the filing of this annual report.
  
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.







Item 4.          Ownership of Voting Trust Certificates and Other Securities.
 
The following table presents information, as of March 14, 2013, as to Voting Trust Interests owned of record by each individual Voting Trustee.  As of March 14, 2013, no Voting Trustee owned any securities of Graybar, other than those deposited under the Voting Trust Agreement, or 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 Interests.
 
Name and address
of owner
 
Name of issuer
and title of class
 
Type of
ownership
 
Amount owned as of March 8, 2013
 
 
Percent
of class
owned
 
R. A. Cole
 
 Voting Trust Interests (A)
 
Direct
 
21,846
(B)
 
0.170%
(C)
34 North Meramec Avenue
 
 
 
 
 
 
 
 
 
 
P.O. Box 7231
 
 
 
 
 
 
 
 
 
 
St. Louis, Missouri  63177
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
L. R. Giglio
 
Voting Trust Interests (A)
 
Direct
 
28,032
(B)
 
0.218%
(C)
34 North Meramec Avenue
 
 
 
 
 
 
 
 
 
 
P.O. Box 7231
 
 
 
 
 
 
 
 
 
 
St. Louis, Missouri  63177
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
R. R. Harwood
 
Voting Trust Interests (A)
 
Direct
 
16,460
(B)
 
0.128%
(C)
34 North Meramec Avenue
 
 
 
 
 
 
 
 
 
 
P.O. Box 7231
 
 
 
 
 
 
 
 
 
 
St. Louis, Missouri  63177
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
R. C. Lyons
 
Voting Trust Interests (A)
 
Direct
 
10,487
(B)
 
0.081%
(C)
34 North Meramec Avenue
 
 
 
 
 
 
 
 
 
 
P.O. Box 7231
 
 
 
 
 
 
 
 
 
 
St. Louis, Missouri  63177
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
K. M. Mazzarella
 
Voting Trust Interests (A)
 
Direct
 
21,693
(B)
 
0.168%
(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 Interests relate.
(C)  As of March 14, 2013, the Voting Trustees together held of record, with shared power to vote,
12,875,479 shares of Common Stock, or 82.5% of the outstanding shares of Common Stock.








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 is included in the Supplemental Item under the caption “Executive Officers of the Registrant”, in the Company’s Annual Report on Form 10-K for the period ended December 31, 2012 or will be included under the caption "Proposal 1 -- Nominees for Election as Directors" in Graybar's Information Statement relating to the 2013 Annual Meeting of Shareholders (the "Information Statement"), to be filed with the Commission pursuant to Rule 14c-5 under the Securities Exchange Act of 1934, each of which 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 is included in the Supplemental Item under the caption “Executive Officers of the Registrant”, in the Company’s Annual Report on Form 10-K for the period ended December 31, 2012 or will be included under the caption "Proposal 1 -- Nominees for Election as Directors" in the Information Statement, each of which 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 as voting trustees 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 Interests during the year.






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 a Voting Trustee.
                                                                                          
                       
Name of
 
Capacities in
 
Cash Compensation
 
Voting
 
which Compensation
 
Salaries, Bonuses
 
Trustee
 
Received
 
and Directors’ Fees (1)
 
R. A. Cole
 
Director and
 
$
333,302
 
 
 
 
District Vice President
 
 
 
 
 
 
 
 
 
L. R. Giglio
 
Director and Senior
 
$
471,863
 
 
 
 
Vice President - Operations
 
 
 
 
 
 
 
 
 
R. R. Harwood
 
Director, District Vice President
 
$
291,568
 
(2)
 
 
 
 
 
 
R. C. Lyons
 
Director, Senior Vice President -
 
$
341,026
 
 
 
 
North American Business
 
 
 
 
 
 
 
 
 
K. M. Mazzarella
 
Director, Chairman of the Board,
 
$
777,137
 
 
 
 
President and Chief Executive Officer
 
 
 
 
 

 
 
 
                                                                                                                     
                                                                                                                                     
(1)  Includes meeting fees of $300 per meeting for attendance at directors’ meetings of Graybar and remuneration paid March 8, 2013 under Graybar’s Management Incentive Plan with respect to services rendered during 2012.  Excludes change in pension value, any nonqualified deferred compensation earnings, amounts contributed by Graybar to the qualified and non-qualified profit sharing and savings plans, perquisites and other personal benefits, and other miscellaneous items, which will be included in the Summary Compensation Table of the Information Statement.
                                                                                                                           
(2)  R. R. Harwood was District Vice President during the fiscal year and became a Voting Trustee and Senior Vice President and Chief Financial Officer, effective January 1, 2013.
  
(3)  Effective June 1, 2012, Ms. K. M. Mazzarella was elected President and Chief Executive Officer, at which time Mr. R. A. Reynolds, Jr. (the former Chairman, President and Chief Executive Officer) became Executive Chairman of the Board of Directors, a position that he held until January 1, 2013. Upon Mr. Reynold's retirement, Ms. Mazzarella was elected Chairman of the Board.








Item 12.          Lists of Exhibits Filed.
 
(4)   Instruments defining the rights of security holders, including indentures.
 
Voting Trust Agreement dated as of March 16, 2007, a form which is 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.















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 27, 2013, said Voting Trustees being invested with the power to bind all of the Voting Trustees.
 



 
 
 
 
 
 
As trustees under the Voting Trust Agreement
 
dated March 16, 2007.
 
 
 
 
 
 
 
By
 
 
 
 
 
/S/ R. A. COLE
 
 
 
 
R. A. COLE
 
 
 
 
 
 
 
 
 
/S/ L. R. GIGLIO
 
 
 
 
L. R. GIGLIO
 
 
 
 
 
 
 
 
 
/S/ R. R. HARWOOD
 
 
 
 
R. R. HARWOOD
 
 
 
 
 
 
 
 
 
/S/ R. C. LYONS
 
 
 
 
R. C. LYONS
 
 
 
 
 
 
 
 
 
/S/ K. M. MAZZARELLA
 
 
 
 
K. M. MAZZARELLA
 
 


 






















EXHIBIT INDEX
 
 
 
(4)                   Instruments defining the rights of security holders, including indentures.
 
Voting Trust Agreement dated as of March 16, 2007, a form which is 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.