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 28, 2020
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
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Delaware |
001-02979 |
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
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 |
NYSE |
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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 Preferred Stock, Series Q |
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 Preferred Stock, Series R |
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. ☐
| 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 28, 2020. 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 2020 proxy statement; and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2020. The shareholders did not approve the three 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
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Director |
FOR |
%1 |
AGAINST |
ABSTENTIONS |
BROKER
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Steven D. Black |
3,063,309,007 |
99.00 |
% |
31,093,043 |
14,005,971 |
401,809,342 |
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Celeste A. Clark |
3,065,830,740 |
99.03 |
% |
30,051,145 |
12,526,137 |
401,809,342 |
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Theodore F. Craver, Jr. |
3,062,648,823 |
98.97 |
% |
31,813,232 |
13,945,966 |
401,809,342 |
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Wayne M. Hewett |
3,051,394,422 |
98.60 |
% |
43,258,028 |
13,754,671 |
401,810,242 |
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Donald M. James |
2,994,329,015 |
96.77 |
% |
99,947,642 |
14,130,464 |
401,810,242 |
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Maria R. Morris |
3,043,139,081 |
98.31 |
% |
52,463,484 |
12,804,556 |
401,810,242 |
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Charles H. Noski |
3,034,559,191 |
98.07 |
% |
59,596,204 |
14,252,626 |
401,809,342 |
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Richard B. Payne, Jr. |
3,062,910,718 |
98.98 |
% |
31,712,613 |
13,784,690 |
401,809,342 |
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Juan A. Pujadas |
3,052,315,657 |
98.62 |
% |
42,733,851 |
13,358,513 |
401,809,342 |
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Ronald L. Sargent |
3,030,235,117 |
97.92 |
% |
64,399,918 |
13,772,086 |
401,810,242 |
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Charles W. Scharf |
3,069,646,194 |
99.11 |
% |
27,450,407 |
11,311,420 |
401,809,342 |
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Suzanne M. Vautrinot |
3,027,633,034 |
97.79 |
% |
68,301,154 |
12,473,833 |
401,809,342 |
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| 1 | Votes cast for the director nominee as a percentage of total votes cast for and against. |
Advisory Resolution to Approve Executive Compensation
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FOR |
%2 |
AGAINST |
ABSTENTIONS |
BROKER NON-VOTES |
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2,876,147,664 |
92.53% |
199,610,497 |
32,648,960 |
401,810,242 |
Ratify the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2020
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FOR |
%2 |
AGAINST |
ABSTENTIONS |
BROKER NON-VOTES |
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3,177,060,168 |
90.51% |
322,792,664 |
10,364,531 |
0 |
Shareholder Proposal - Requesting Shareholder Approval of By-law Amendments
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FOR |
%2 |
AGAINST |
ABSTENTIONS |
BROKER NON-VOTES |
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100,110,461 |
3.22% |
2,969,207,200 |
39,090,361 |
401,809,342 |
Shareholder Proposal - Report on Incentive-Based Compensation and Risks of Material Losses
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FOR |
%2 |
AGAINST |
ABSTENTIONS |
BROKER NON-VOTES |
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717,131,343 |
23.07% |
2,354,395,114 |
36,880,665 |
401,810,242 |
Shareholder Proposal - Report on Global Median Pay Gap
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FOR |
%2 |
AGAINST |
ABSTENTIONS |
BROKER NON-VOTES |
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279,614,600 |
9.00% |
2,708,147,611 |
120,644,910 |
401,810,242 |
| 2 | Votes cast for the proposal as a percentage of total votes cast for and against and abstentions. |
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: May 1, 2020 |
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By: |
/s/ Anthony R. Augliera |
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Anthony R. Augliera |
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Executive Vice President, Deputy General Counsel and Secretary |
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