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): March 17, 2020
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
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Delaware |
001-2979 |
No. 41-0449260 |
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(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
Not applicable
(Former name or former address, if changed since last report)
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:
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Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered |
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Common Stock, par value $1-2/3 |
WFC |
New York Stock Exchange
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7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L |
WFC.PRL |
NYSE |
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Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series N |
WFC.PRN |
NYSE |
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Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series O |
WFC.PRO |
NYSE |
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Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series P |
WFC.PRP |
NYSE |
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Depositary Shares, each representing a 1/1000th interest in a share of 5.85% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A
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WFC.PRQ |
NYSE |
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Depositary Shares, each representing a 1/1000th interest in a share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A
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WFC.PRR |
NYSE |
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Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series T |
WFC.PRT |
NYSE |
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Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series V |
WFC.PRV |
NYSE |
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Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series W |
WFC.PRW |
NYSE |
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Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series X |
WFC.PRX |
NYSE |
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Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y |
WFC.PRY |
NYSE |
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Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z |
WFC.PRZ |
NYSE |
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Guarantee of 5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust Securities of Wachovia Capital Trust III |
WFC/TP |
NYSE |
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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. ☐
Item5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 17, 2020, Wells Fargo & Company (the “Company”) filed with the Delaware Secretary of State a Certificate Eliminating the Certificate of Designations with respect to the Company’s Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series K, which, effective upon filing, eliminated from the Company’s Restated Certificate of Incorporation all matters set forth in the Certificate of Designations for the Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series K, filed with the Delaware Secretary of State on December 30, 2008.
The Certificate Eliminating the Certificate of Designations with respect to the Company’s Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series K, is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
Location |
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3.1 |
Filed herewith |
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104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
Filed herewith |
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2
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.
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WELLS FARGO & COMPANY |
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DATED: March 17, 2020 |
/s/ Le Roy Davis |
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Le Roy Davis |
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Senior Vice President and Assistant Treasurer |
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Exhibit 3.1
CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATIONS
WITH RESPECT TO THE
FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL
CLASS A PREFERRED STOCK, SERIES K
OF
WELLS FARGO & COMPANY
Pursuant to Section 151 of the General
Corporation Law of the State of Delaware
The undersigned DOES HEREBY CERTIFY as follows:
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Resolutions were adopted by the Securities Committee of the Board of Directors of Wells Fargo & Company, a Delaware corporation (the “Company”), which resolutions are set forth in a Certificate of Designations filed with the Secretary of State of the State of Delaware on December 30, 2008, providing for and authorizing the issuance of 3,500,000 shares of the Company’s Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series K (the “Series K Preferred Stock”); |
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None of the authorized shares of the Company’s Series K Preferred Stock are outstanding and none will be issued subject to the Certificate of Designations previously filed on December 30, 2008 with the Secretary of State of the State of Delaware with respect to such series; |
| 3. |
The following resolutions were duly adopted by the Securities Committee of the Board of Directors of the Company pursuant to the written consent of the Committee duly adopted on February 11, 2020: |
RESOLVED that the Securities Committee hereby authorizes the redemption of the remaining 1,802,000 shares of the Company’s Series K Preferred Stock (the “Redeemed Shares”) on March 16, 2020 (the “Redemption Date”) at a redemption price of $1,000.00 per Redeemed Share in accordance with the Certificate of Designations relating to the Series K Preferred Stock.
RESOLVED that after giving effect to the redemption of the Redeemed Shares on the Redemption Date, no shares of the Series K Preferred Stock will remain outstanding.
RESOLVED that the Securities Committee hereby appoints Equiniti Trust Company, a limited trust company organized under the laws of the State of New York, to act as redemption agent (the “Redemption Agent”) and authorizes the Chief Executive Officer, the President, any Senior Executive Vice President, any Executive Vice President and any Senior Vice President (each an “Authorized Officer”), acting singly, to enter into a redemption agent agreement with the Redemption Agent.
RESOLVED that the Authorized Officers, acting singly, are authorized to execute such documents and to take such other actions as they, or any one of them, deem necessary or advisable to carry out the foregoing resolutions in accordance with their intent, including, without limitation, to execute, acknowledge, and file such instruments and documents as they, or any one of them, may deem necessary or advisable to finalize the redemption of the Redeemed Shares.
[Signature Page Follows]
IN WITNESS WHEREOF, WELLS FARGO & COMPANY has caused this Certificate to be signed by Le Roy Davis, its Senior Vice President and Assistant Treasury, and attested by John J. Muller, its Assistant Secretary, this 17th day of March, 2020.
| WELLS FARGO & COMPANY | ||||
| By |
/s/ Le Roy Davis |
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| Senior Vice President and | ||||
| Assistant Treasurer | ||||
| ATTEST: |
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/s/ John J. Muller |
| Assistant Secretary |
[As filed with the Delaware Secretary of State on March 17, 2020]