Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 26, 2022:

Wells Fargo’s 2022 Proxy Statement and Annual Report to Shareholders for the year ended December 31, 2021 are available at: www.proxyvote.com.

Forward-Looking Statements and Website References: This proxy statement contains forward-looking statements. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “target,” “projects,” “outlook,” “forecast,” “will,” “may,” “could,” “should,” “can,” and similar references to future periods. In particular, forward-looking statements include, but are not limited to, statements we make about our expectations for our operations and business and our corporate responsibility progress, plans, and goals (including environmental and human capital matters). Forward-looking statements are not based on historical facts but instead represent our current expectations and assumptions regarding our business, the economy and other future conditions. The inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in the Company’s filings with the Securities and Exchange Commission. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results may differ materially from our forward-looking statements due to several factors. Factors that could cause our actual results to differ materially from our forward-looking statements are described in our Annual Report on Form 10-K for the year ended December 31, 2021. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Any forward-looking statement made by us speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, and notwithstanding any historical practice of doing so, except as may be required by law. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document. We assume no liability for any third-party content contained on the referenced websites.

Proxy Summary

We are a leading U.S. financial services company that proudly serves consumers, small businesses, and middle-market and large companies. We partner with our customers to help them achieve their financial goals and with our communities to make a positive impact.

We continue improving the way we run the Company and redefining parts of our culture to be more effective.

Tone from the Top

Employee Expectations

Focus On Risk And Control Foundation And Resolving Legacy Issues

Leadership, Strategy, and Business

With the right leadership now in place, our Board continues its focus on overseeing management’s efforts to strengthen our Company by building an appropriate risk and control infrastructure. Our Board believes that the Company has a strong management team under the leadership of Charlie Scharf, with the experience and skills necessary for our success.

		Charles W. Scharf                           Chief Executive Officer

In 2020, the Company announced an enhanced organizational structure to manage risk across the Company, including five line-of-business Chief Risk Officers reporting to the Company’s Chief Risk Officer, and the hiring of a new Chief Compliance Officer and Chief Operational Risk Officer.

Our Investor Engagement Program

As part of our commitment to effective corporate governance practices, since 2010 we have maintained a robust investor outreach program with independent director participation to help us better understand the views of our investors on key corporate governance topics. In addition to engagement with our largest institutional investors, we have enhanced our engagement efforts with additional investors and stakeholders to hear their perspectives. The following chart highlights our investor engagement program and process for considering the feedback we receive.

Demonstrated Track Record of Responsiveness to Investors and Other Stakeholders 2018-2022

Our Board and our Company value and consider the feedback we receive from our investors and other stakeholders and have consistently acted to enhance our governance practices and transparency through our disclosures in response to those perspectives.

Corporate Governance

Our Board of Directors

Director Independence

Our Corporate Governance Guidelines provide that a significant majority of the directors on our Board, and all members of the Audit Committee, GNC, HRC, and Risk Committee must be independent under applicable independence standards. Each year, our Board affirmatively determines the independence of each director and each nominee for election as a director. Under New York Stock Exchange (NYSE) rules, in order for a director to be considered independent, our Board must determine that the director has no material relationship with our Company (either directly or as a partner, shareholder, or officer of an organization that has a relationship with our Company). To assist our Board in making its independence determinations, our Board adopted the Director Independence Standards appended to our Corporate Governance Guidelines. These Director Independence Standards consist of the NYSE’s “bright line” standards of independence as well as additional standards, known as categorical standards of independence, adopted by our Board. The Director Independence Standards are available on our website at: https://www.wellsfargo.com/about/corporate/governance.

Based on the Director Independence Standards, our Board considered information in early 2022 regarding banking and financial services, commercial, charitable, familial, and other relationships between each director and director nominee, his or her respective immediate family members, and/or certain entities affiliated with such directors, director nominees, and immediate family members, on the one hand, and our Company, on the other, to determine the director’s or director nominee’s independence. After reviewing the information presented to it and considering the recommendation of the GNC, our Board determined that, except for Charles W. Scharf, who is a Wells Fargo employee, all other current directors and director nominees are independent under the Director Independence Standards. The Board previously determined that Donald M. James and Charles H. Noski were each independent directors prior to their retirement from our Board in April 2021 and September 2021, respectively.

In connection with making its independence determinations, our Board considered the following relationships, as well as the relationships with a director described under the Related Person Transactions section of this proxy statement, under the Director Independence Standards and determined that all of these relationships satisfied the NYSE “bright line” standards of independence and were immaterial under our Board’s categorical standards of independence:

Board Composition, Qualifications, and Experience

The Board’s current composition is the result of a thoughtful process informed by the Board’s own evaluation of its composition and effectiveness and feedback received from shareholders and other stakeholders. As part of Board succession planning, the Board seeks to add new directors that complement the overall skills and capabilities of the Board. The Board has nominated 14 director nominees for election at the 2022 annual meeting and set the size of the Board at 14 directors. As part of Board succession planning, the size of the Board may fluctuate over time.

Our Board believes that all of our nominees satisfy our director qualification standards and during the course of their business and professional careers have acquired extensive executive management experience in these and other areas, including those listed below.

Additional Qualifications and Experience Identified by Our Board as Important to Our Business and Strategy

The GNC and our Board desire an appropriate balance of skills, knowledge, experience, viewpoints, and perspectives that are relevant to our business and strategy for our Board, as a whole. In addition to the minimum qualifications required for Board service under the Corporate Governance Guidelines, the following qualifications and experience have been identified by the Board through its annual self-evaluation process as desirable in light of Wells Fargo’s business, strategy, risk profile, and risk appetite.

Highlighted Categories of Additional Qualifications/Experience Identified Based on Relevance to Wells Fargo:

		Financial Services Experience in consumer banking, wholesale/institutional, or other financial services
		Risk Management Experience managing risks in a large organization, including specific types of risk (e.g., financial, cyber, compliance) or risks facing large financial institutions
		Human Capital Management Experience in the management and development of human capital, including compensation and succession planning experience, which may be acquired through service in a human resources leadership role, as chief executive officer of a large organization, or other role involving significant human capital management issues
		Regulatory Experience in regulatory matters or affairs, including as part of a regulated financial services firm or other highly regulated industry
		Strategic Planning, Business Development, Business Operations Experience defining and driving strategic direction and growth and managing the operations of a business or large organization
		Global Perspective, International Experience doing business internationally or focused on international issues and operations
		Corporate Governance Experience in corporate governance matters, including through service as the executive or independent chair or lead director of a board of directors

Board Qualifications and Experience Matrix

The following matrix highlights the specific skills and qualifications relied on most by the Board, and the absence of a designation does not mean a director does not possess that particular skill or qualification. Each director also contributes other important skills, expertise, experience, viewpoints, and personal attributes to our Board that are not reflected in the chart below.

Board Diversity

Although the GNC does not have a separate policy specifically governing diversity, as described in the Corporate Governance Guidelines and the GNC’s charter, the GNC will consider, in identifying first-time candidates or nominees for director, and in evaluating individuals recommended by shareholders, the current composition of our Board and the interplay of the candidate’s or nominee’s experience, education, skills, background, gender, race, ethnicity, and other qualities and attributes with those of the other Board members. The GNC also incorporates this broad view of diversity into its director nomination process by taking into account all of the factors above.

In implementing its practice of considering diversity, the GNC may place more emphasis on attracting or retaining director nominees with certain specific skills or experience, such as industry, regulatory, operational, or financial expertise, depending on the circumstances and the composition of our Board at the time. Gender, race, and ethnic diversity also have been, and will continue to be, a priority for the GNC and our Board in its director nomination process because the GNC and our Board believe that it is essential that the composition of our Board appropriately reflects the diversity of the communities we serve.

The GNC believes that it has been successful in its efforts over the years to promote gender, race, and ethnic diversity on our Board. The GNC and our Board believe that our director nominees for election at our 2022 annual meeting bring to our Board a variety of different backgrounds, skills, professional and industry experience, and other personal qualities, attributes, and perspectives that contribute to the overall diversity of our Board. The charts below show the diversity of our director nominees. The Board expects to maintain its focus on Board diversity as well as other desired qualifications and experience identified by the Board in future director recruitment efforts.

The GNC and our Board will continue to monitor the effectiveness of their practice of considering diversity through assessing the results of any new director search efforts, and through the GNC’s and our Board’s annual self-evaluation processes in which directors discuss and evaluate the composition and functioning of our Board and its committees.

Strong Independent Board Leadership

Our Board Leadership Structure

Taking into account feedback from our investors, Wells Fargo has had an independent Chairman separate from the CEO role since 2016. The Board has adopted, and annually reviews and approves, well-defined authority and responsibilities of the independent Chairman as reflected in the chart below.

In August 2021, Charles H. Noski retired as Chairman of the Board and remained as a director until September 2021. The Board elected Steven D. Black as our independent Chairman effective August 9, 2021. In addition to having an independent Chairman, our Board has a significant majority of independent directors (13 of the 14 director nominees are independent under the Director Independence Standards) and all members of our standing Board Committees are independent.

Annual Independent Chairman Selection

Our Board’s GNC is responsible for periodically evaluating our Board’s leadership structure and, based on the recommendation of the GNC, our Board selects the independent Chairman annually. Our Board believes that currently, our Board leadership structure with an independent Chairman with clearly defined authority and responsibilities shown in the chart below, provides strong independent leadership and oversight for our Company and our Board.

Director Election Standard and Nomination Process

Director Election Standard

Our By-Laws provide that directors will be elected using a majority vote standard in an uncontested director election (i.e., an election where, as of the record date, the only nominees are those nominated by our Board, such as at this meeting). Under this standard, a nominee for director will be elected to our Board if the votes cast for the nominee exceed the votes cast against the nominee. However, directors will be elected by a plurality of the votes cast in a contested election.

Under Delaware law, directors continue in office until their successors are elected and qualified or until their earlier resignation or removal. Our Corporate Governance Guidelines provide that our Board will nominate for election and appoint to fill Board vacancies or newly created directorships only those directors who have tendered or agreed to tender an irrevocable resignation that would become effective upon their failure to receive the required vote for election and Board acceptance of the tendered resignation. Each director nominee named in this proxy statement has tendered an irrevocable resignation as a director in accordance with our Corporate Governance Guidelines, which resignation will become effective if he or she fails to receive the required vote for election at the annual meeting and our Board accepts his or her resignation.

Our Corporate Governance Guidelines also provide that the GNC will consider the tendered resignation of a director who fails to receive the required number of votes for election, as well as any other offer to resign that is conditioned upon Board acceptance, and recommend to our Board whether or not to accept such resignation. The GNC, in deciding what action to recommend, and our Board, in deciding what action to take, may consider any factors they deem relevant. The director whose resignation is under consideration will abstain from participating in any decision of the GNC or our Board regarding such resignation. If our Board does not accept the resignation, the director will continue to serve until his or her successor is elected and qualified. Our Board will publicly disclose its decision on the resignation within 90 days after certification of the stockholder voting results.

Director Nomination Process

The GNC is responsible for leading the director nomination process, which includes identifying, evaluating, and recommending for nomination candidates for election as directors, regardless of who nominates a candidate for consideration. The goal of the GNC’s nominating process is to assist our Board in attracting and retaining competent individuals with the requisite leadership, executive management, financial, industry, and other expertise and who will act as directors in the best interests of our Company and its shareholders.

Director Nomination Process

Director Re-Nomination Process

As discussed under the Comprehensive Annual Evaluation of Board Effectiveness section of this proxy statement, the GNC considers the results of the Board’s annual self-evaluation, including the individual contributions of directors to the work of the Board and its Committees, in connection with its determination to nominate existing directors for reelection at each annual meeting of shareholders.

Process for Shareholders to Recommend Individuals as Director Nominees

The GNC will consider an individual recommended by one of our shareholders for nomination as a new director. In order for the GNC to consider a shareholder-recommended nominee for election as a director, the shareholder must submit the name of the proposed nominee, in writing, to our Corporate Secretary at: Wells Fargo & Company, MAC# 0193-610, 30 Hudson Yards, New York, NY 10001. All submissions must include the following information:

Our Corporate Secretary will present all shareholder-recommended nominees to the GNC for its consideration. The GNC has the right to request, and the shareholder will be required to provide, any additional information with respect to the shareholder-recommended nominee as the GNC may deem appropriate or desirable to evaluate the proposed nominee in accordance with the nomination process described above.

Our Corporate Governance Framework

Our Board is committed to sound and effective corporate governance principles and practices. The Corporate Governance Guidelines adopted by the Board provide the framework for the governance of our Board and our Company. Our Board reviews its Corporate Governance Guidelines annually.

The following are fundamental aspects of our Board’s oversight responsibilities:

Our Corporate Governance Documents

Information about our Board’s and our Company’s corporate governance, including the following corporate governance documents, is available on our website at https://www.wellsfargo.com/about/corporate/governance

Committees of our Board

Our Board has six standing Committees: Audit, Corporate Responsibility, Finance, Governance and Nominating, Human Resources, and Risk. The Board’s Committees act on behalf of the Board and report on their activities to the entire Board.

The Board appoints the members and Chair of each Committee based on the recommendation of the GNC. As part of Board succession planning, the Board approved the change in the Chair of the Finance Committee and the Chair of the Audit Committee, each effective April 27, 2021, and in light of Charles H. Noski’s retirement, the Board approved the change in the Chair of the GNC, effective August 9, 2021. The Board also approved the appointments of Mr. Black as a member of the HRC and Mr. Craver as a member of the GNC effective July 1, 2021, and of Mr. Chancy as a member of the Finance Committee effective March 1, 2022. The Board will continue to review committee membership as part of its ongoing consideration of Board and Committee composition. The chart below reflects the current standing Committee and subcommittee membership. Each current member of our standing Committees and each member in 2021 was independent and fulfilled the requirements applicable to each Committee on which they served.

In its annual review of Committee member assignments and Chair positions, the GNC considers best practices with respect to Committee refreshment and Committee Chair rotations. All of the Board’s six standing Committees have new Chairs since January 2017. The GNC also reviews a director qualifications and experience matrix for each Board committee to assist it in evaluating the collective experience of directors on each Committee in light of the particular committee’s oversight responsibilities. The collective qualifications and experience of directors on each committee are reflected in the charts under the Board Committee Composition and Oversight Responsibilities section of this proxy statement.

The Board has adopted a charter for each standing Board Committee that addresses its purpose, authority, and responsibilities and contains other provisions relating to, among other matters, membership and meetings. Each Committee may form and delegate, in its discretion, all or a portion of its authority to subcommittees of one or more of its members. As required by its charter, each Committee annually reviews and assesses its charter’s adequacy and reviews its performance, and is responsible for overseeing reputation risk related to its responsibilities. Committees may recommend to our Board charter amendments at any time.

Additional information about our Board’s six standing Committees, including their key responsibilities, appears below and a current copy of each committee’s charter is available on our website at: https://www.wellsfargo.com/about/corporate/governance/.