Docoh
Loading...

WFC Wells Fargo & Co.

Filed: 30 Apr 21, 3:31pm

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 ClassTrading Symbol
Name of
Each Exchange on
Which Registered
Common Stock, par value $1-2/3WFCNYSE
7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series LWFC.PRLNYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series NWFC.PRNNYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series OWFC.PRONYSE
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 QWFC.PRQNYSE
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 RWFC.PRRNYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series XWFC.PRXNYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series YWFC.PRYNYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series ZWFC.PRZNYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series AAWFC.PRANYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series CCWFC.PRCNYSE
Guarantee of Medium-Term Notes, Series A, due October 30, 2028 of Wells Fargo Finance LLCWFC/28ANYSE

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
DIRECTORFOR
%1
AGAINSTABSTENTIONSBROKER
NON-VOTES
Steven D. Black2,897,269,53698.32%49,633,10315,919,530457,016,257
Mark A. Chancy2,898,994,23198.37%47,906,18415,921,754457,016,257
Celeste A. Clark2,895,618,85798.20%52,962,88714,240,426457,016,257
Theodore F. Craver, Jr.2,894,514,79598.22%52,342,39715,964,978457,016,257
Wayne M. Hewett2,840,377,09396.38%106,680,48815,764,588457,016,257
Maria R. Morris2,843,598,66696.44%105,038,09214,185,410457,016,257
Charles H. Noski2,785,741,11894.62%158,323,33618,753,920457,020,052
Richard B. Payne, Jr.2,893,934,37698.20%52,908,59815,979,196457,016,257
Juan A. Pujadas2,890,811,85998.05%57,363,12014,647,190457,016,257
Ronald L. Sargent2,790,486,97894.69%156,488,95215,846,239457,016,257
Charles W. Scharf2,893,808,88598.14%54,819,45814,193,827457,016,257
Suzanne M. Vautrinot2,858,349,52596.94%90,206,13214,266,513457,016,257






____________________________________________
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
AGAINSTABSTENTIONS
BROKER
NON-VOTES
1,696,858,84857.27%1,240,390,96925,571,752457,016,857
Ratify the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2021
FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
3,217,313,36194.08%188,351,84714,173,2180
Shareholder Proposal – Requesting that the Board Make Shareholder Proxy Access More Accessible
FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
929,373,59931.37%2,009,614,12223,833,549457,017,157
Shareholder Proposal – Requesting the Board Amend the Company’s Certificate of Incorporation to become a Delaware Public Benefit Corporation
FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
88,958,1993.00%2,836,760,64737,003,324457,116,257
Shareholder Proposal – Report on Incentive-Based Compensation and Risks of Material Losses
 FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
750,994,59725.35%2,178,802,68833,020,989457,020,152
Shareholder Proposal – Requesting the Company Conduct a Racial Equity Audit
 FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
381,910,09112.89%2,533,096,05647,816,022457,016,257









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

    
4