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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 27, 2021

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, California 94104
(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
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 Non-Cumulative Perpetual Class A Preferred Stock, Series N
WFC.PRN
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series O
WFC.PRO
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 X
WFC.PRX
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
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 5.07     Submission of Matters to a Vote of Security Holders.

Wells Fargo & Company (the “Company”) held its annual meeting of shareholders on April 27, 2021. At the meeting, shareholders elected all 12 of the directors nominated by the Board of Directors as each director 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 Company’s 2021 proxy statement; and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2021. The shareholders did not approve the four shareholder proposals presented at the meeting. The final voting results for each item presented at the meeting are set forth below.


Election of Director Nominees
DIRECTOR FOR
%1
AGAINST ABSTENTIONS BROKER
NON-VOTES
Steven D. Black 2,897,269,536 98.32% 49,633,103 15,919,530 457,016,257
Mark A. Chancy 2,898,994,231 98.37% 47,906,184 15,921,754 457,016,257
Celeste A. Clark 2,895,618,857 98.20% 52,962,887 14,240,426 457,016,257
Theodore F. Craver, Jr. 2,894,514,795 98.22% 52,342,397 15,964,978 457,016,257
Wayne M. Hewett 2,840,377,093 96.38% 106,680,488 15,764,588 457,016,257
Maria R. Morris 2,843,598,666 96.44% 105,038,092 14,185,410 457,016,257
Charles H. Noski 2,785,741,118 94.62% 158,323,336 18,753,920 457,020,052
Richard B. Payne, Jr. 2,893,934,376 98.20% 52,908,598 15,979,196 457,016,257
Juan A. Pujadas 2,890,811,859 98.05% 57,363,120 14,647,190 457,016,257
Ronald L. Sargent 2,790,486,978 94.69% 156,488,952 15,846,239 457,016,257
Charles W. Scharf 2,893,808,885 98.14% 54,819,458 14,193,827 457,016,257
Suzanne M. Vautrinot 2,858,349,525 96.94% 90,206,132 14,266,513 457,016,257






____________________________________________
1 Votes cast for the director nominee as a percentage of total votes cast for and against.
2


Advisory Resolution to Approve Executive Compensation
FOR
%2
AGAINST ABSTENTIONS
BROKER
NON-VOTES
1,696,858,848 57.27% 1,240,390,969 25,571,752 457,016,857
Ratify the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2021
FOR
%2
AGAINST ABSTENTIONS
BROKER
NON-VOTES
3,217,313,361 94.08% 188,351,847 14,173,218 0
Shareholder Proposal – Requesting that the Board Make Shareholder Proxy Access More Accessible
FOR
%2
AGAINST ABSTENTIONS
BROKER
NON-VOTES
929,373,599 31.37% 2,009,614,122 23,833,549 457,017,157
Shareholder Proposal – Requesting the Board Amend the Company’s Certificate of Incorporation to become a Delaware Public Benefit Corporation
FOR
%2
AGAINST ABSTENTIONS
BROKER
NON-VOTES
88,958,199 3.00% 2,836,760,647 37,003,324 457,116,257
Shareholder Proposal – Report on Incentive-Based Compensation and Risks of Material Losses
 FOR
%2
AGAINST ABSTENTIONS
BROKER
NON-VOTES
750,994,597 25.35% 2,178,802,688 33,020,989 457,020,152
Shareholder Proposal – Requesting the Company Conduct a Racial Equity Audit
 FOR
%2
AGAINST ABSTENTIONS
BROKER
NON-VOTES
381,910,091 12.89% 2,533,096,056 47,816,022 457,016,257









____________________________________________
2 Votes cast for the proposal as a percentage of total votes cast for and against and abstentions.
3


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.
 
Dated: April 30, 2021 WELLS FARGO & COMPANY
By:  /s/ ANTHONY R. AUGLIERA
Anthony R. Augliera
Executive Vice President, Deputy General Counsel and Secretary

    
4