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(Address
of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 1-i866-i249-3302
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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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
iCommon Stock, par value $1-2/3
iWFC
New York Stock
Exchange
(iNYSE)
i7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L
iWFC.PRL
iNYSE
iDepositary
Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y
iWFC.PRY
iNYSE
iDepositary
Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z
iWFC.PRZ
iNYSE
iDepositary
Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series AA
iWFC.PRA
iNYSE
iDepositary
Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series CC
iWFC.PRC
iNYSE
iDepositary
Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series DD
iWFC.PRD
iNYSE
iGuarantee
of Medium-Term Notes, Series A, due October 30, 2028 of Wells Fargo Finance LLC
iWFC/28A
iNYSE
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 i☐
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
As discussed under Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting (as defined below) for Wells Fargo & Company (the “Company”), the Company’s shareholders approved an amendment
to the Restated Certificate of Incorporation (the “Certificate”) to opt out of Delaware General Corporation Law (“DGCL”) Section 203.
The amendment to the Certificate became effective upon the Company’s filing of a certificate of amendment on May 2, 2024, with the Secretary of the State of Delaware (the “Secretary of State”). Pursuant to DGCL Section 203(b)(3), the provision will not become effective until 12 months after the filing and effectiveness of the certificate of amendment setting forth the amendment. The Board of Directors of the Company (the
“Board”) also approved a Restated Certificate of Incorporation (the “Restated Certificate”), that restated and integrated, but did not further amend, the Certificate (as amended through the filing of the certificate of amendment described above). On May 2, 2024, the Company filed the Restated Certificate with the Secretary of State, and it was effective on filing.
The foregoing descriptions of the amendments to the Certificate are qualified by reference to the full text of the certificate of amendment and the Restated Certificate, copies of which are filed herewith as Exhibits 3.1 and 3.2, respectively, and
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on iApril 30, 2024 (“2024 Annual Meeting”).
At the 2024 Annual Meeting, shareholders elected the 13 director nominees nominated by the Board as each director nominee 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 Proxy Statement; ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2024; and approved an amendment to the Certificate to opt out of DGCL Section 203. Shareholders did not approve a proposed amendment to the Company’s By-Laws
to remove the supermajority vote standard to amend the local directors provision. The eight shareholder proposals presented at the 2024 Annual Meeting described below did not receive majority support. The final voting results for each item presented at the 2024 Annual Meeting are set forth below. Voting results are, when applicable, reported by rounding fractional share voting up or down to the nearest round number.
Election of Director Nominees
DIRECTOR
FOR
%1
AGAINST
ABSTENTIONS
BROKER
NON-VOTES
Steven D. Black
2,676,651,898
95.28%
132,652,883
14,449,769
309,801,446
Mark A. Chancy
2,740,098,795
97.54%
69,201,239
14,454,517
309,801,446
Celeste
A. Clark
2,717,413,235
96.69%
93,058,861
13,282,454
309,801,446
Theodore F. Craver, Jr.
2,716,242,527
96.73%
91,778,516
15,733,506
309,801,446
Richard K. Davis
2,744,175,335
96.67%
65,425,431
14,153,784
309,801,446
Fabian
T. Garcia
2,729,393,290
97.16%
79,867,848
14,493,412
309,801,446
Wayne M. Hewett
2,547,652,038
90.70%
261,376,359
14,726,154
309,801,446
CeCelia G. Morken
2,737,641,251
97.42%
72,577,850
13,535,450
309,801,446
Maria
R. Morris
2,727,278,270
97.03%
83,430,240
13,046,039
309,801,446
Felicia F. Norwood
2,740,981,369
97.54%
69,148,215
13,624,966
309,801,446
Ronald L. Sargent
2,672,534,061
95.13%
136,830,936
14,389,553
309,801,446
Charles
W. Scharf
2,732,492,881
97.25%
77,245,551
14,016,118
309,801,446
Suzanne M. Vautrinot
2,735,210,923
97.33%
75,156,591
13,387,037
309,801,446
Advisory Resolution to
Approve Executive Compensation (Say on Pay)
FOR
%2
AGAINST
ABSTENTIONS
BROKER
NON-VOTES
2,618,568,744
92.73%
189,660,838
15,524,968
309,801,446
Ratify
the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2023
FOR
%2
AGAINST
ABSTENTIONS
BROKER
NON-VOTES
2,954,827,444
94.30%
167,509,696
11,218,856
—
_________________________________
1 Votes
cast for the proposal as a percentage of total votes cast for and against.
2 Votes cast for the proposal as a percentage of total votes cast for and against and abstentions.
3 Votes cast for the proposal as a percentage of total common stock outstanding.
4 Votes cast for the proposal as a percentage of total common stock outstanding at the time of the amendment.
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.