WELLS FARGO & COMPANY/MN0000072971falseNYSE5.85% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series Q6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series R00000729712022-04-292022-04-290000072971us-gaap:CommonStockMember2022-04-292022-04-290000072971wfc:A7.5NonCumulativePerpetualConvertibleClassAPreferredStockSeriesLMember2022-04-292022-04-290000072971wfc:FixedtoFloatingRate5.85NonCumulativePerpetualClassAPFDStockSeriesQMember2022-04-292022-04-290000072971wfc:FixedtoFloatingRate6.625NonCumulativePerpetualClassAPFDStockSeriesRMember2022-04-292022-04-290000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesYMember2022-04-292022-04-290000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesZMember2022-04-292022-04-290000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesAAMember2022-04-292022-04-290000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesCCMember2022-04-292022-04-290000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesDDMember2022-04-292022-04-290000072971wfc:GuaranteeofMediumTermNotesSeriesAdueOctober302028ofWellsFargoFinanceLLCMember2022-04-292022-04-29
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 26, 2022
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
Delaware
001-02979
No.
41-0449260
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
420 Montgomery Street, San Francisco, California94104
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 1-866-249-3302
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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, par value $1-2/3
WFC
New York Stock
Exchange
(NYSE)
7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L
WFC.PRL
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of 5.85% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series Q
WFC.PRQ
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series R
WFC.PRR
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y
WFC.PRY
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z
WFC.PRZ
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series AA
WFC.PRA
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series CC
WFC.PRC
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series DD
WFC.PRD
NYSE
Guarantee of Medium-Term Notes, Series A, due October 30, 2028 of Wells Fargo Finance LLC
WFC/28A
NYSE
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b‑2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Wells Fargo & Company (the “Company”) held its annual meeting of shareholders on April 26, 2022. At the meeting, shareholders approved the Company’s 2022 Long-Term Incentive Plan (the “Plan”). A description of the material terms and conditions of the Plan appears under “Executive Compensation – Item 3 – Approve the Company’s 2022 Long-Term Incentive Plan” on pages 100-106 of the Company’s definitive proxy statement for the meeting, filed with the Securities and Exchange Commission on March 14, 2022 (the “Proxy Statement”), and the description is incorporated herein by reference. The description of the Plan incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10(a) hereto.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on April 26, 2022. At the meeting, shareholders elected all 14 of the director nominees nominated by the Board of Directors as each director nominee received a greater number of votes cast “for” his or her election than votes cast “against” his or her election, as reflected below. In addition, shareholders approved, on an advisory basis, the compensation of the Company’s named executives as disclosed in the Proxy Statement, approved the Plan and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022. The shareholders did not approve the seven shareholder proposals presented at the meeting. The final voting results for each item presented at the meeting are set forth below. Voting results are, when applicable, reported by rounding fractional share voting up or down to the nearest round number.
Election of Director Nominees
DIRECTOR
FOR
%1
AGAINST
ABSTENTIONS
BROKER NON-VOTES
Steven D. Black
2,614,873,319
90.88%
262,490,282
14,452,737
361,307,657
Mark A. Chancy
2,817,694,299
97.93%
59,573,189
14,548,850
361,307,657
Celeste A. Clark
2,704,397,654
94.02%
171,930,128
15,484,682
361,311,531
Theodore F. Craver, Jr.
2,794,161,452
97.12%
82,812,162
14,842,725
361,307,657
Richard K. Davis
2,825,995,093
98.21%
51,573,311
14,247,935
361,307,657
Wayne M. Hewett
2,618,702,346
91.05%
257,407,605
15,706,387
361,307,657
CeCelia (“CeCe”) G. Morken
2,825,664,333
98.18%
52,263,955
13,888,051
361,307,657
Maria R. Morris
2,691,412,536
93.56%
185,382,846
15,017,083
361,311,531
Felicia F. Norwood
2,825,863,604
98.19%
52,117,949
13,834,786
361,307,657
Richard B. Payne, Jr.
2,822,788,881
98.11%
54,408,436
14,618,922
361,307,757
Juan A. Pujadas
2,817,155,303
97.90%
60,514,621
14,146,315
361,307,757
Ronald L. Sargent
2,738,029,204
95.17%
139,076,307
14,710,728
361,307,757
Charles W. Scharf
2,812,689,205
97.69%
66,593,442
12,533,592
361,307,757
Suzanne M. Vautrinot
2,789,438,214
96.91%
89,025,745
13,352,279
361,307,757
Advisory Resolution to Approve Executive Compensation (Say on Pay)
FOR
%2
AGAINST
ABSTENTIONS
BROKER
NON-VOTES
2,107,253,182
72.87%
762,867,233
21,694,424
361,309,157
Approve the Company's 2022 Long-Term Incentive Plan
FOR
%1
AGAINST
ABSTENTIONS
BROKER
NON-VOTES
2,749,948,434
95.59%
126,741,017
15,124,214
361,310,331
Ratify the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2022
FOR
%2
AGAINST
ABSTENTIONS
BROKER
NON-VOTES
3,065,240,260
94.22%
178,135,113
9,748,623
0
Shareholder Proposal – Policy for Management Pay Clawback Authorization
FOR
%2
AGAINST
ABSTENTIONS
BROKER
NON-VOTES
206,835,702
7.15%
2,646,171,386
38,808,351
361,308,557
Shareholder Proposal – Report on Incentive-Based Compensation and Risks of Material Losses
FOR
%2
AGAINST
ABSTENTIONS
BROKER
NON-VOTES
684,874,171
23.68%
2,185,409,313
21,529,881
361,310,631
Shareholder Proposal – Racial and Gender Board Diversity Report
FOR
%2
AGAINST
ABSTENTIONS
BROKER
NON-VOTES
333,652,575
11.54%
2,515,900,129
42,262,736
361,308,557
Shareholder Proposal – Report on Respecting Indigenous Peoples' Rights
FOR
%2
AGAINST
ABSTENTIONS
BROKER
NON-VOTES
741,096,481
25.63%
2,118,654,066
32,061,918
361,311,531
Shareholder Proposal – Climate Change Policy
FOR
%2
AGAINST
ABSTENTIONS
BROKER
NON-VOTES
312,232,517
10.80%
2,426,627,443
152,956,378
361,307,657
Shareholder Proposal – Conduct a Racial Equity Audit
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.