Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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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
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 N
iWFC.PRN
iNYSE
iDepositary
Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series O
iWFC.PRO
iNYSE
iDepositary
Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series P
iWFC.PRP
iNYSE
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
iWFC.PRQ
iNYSE
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
iWFC.PRR
iNYSE
iDepositary
Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series T
iWFC.PRT
iNYSE
iDepositary
Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series V
iWFC.PRV
iNYSE
iDepositary
Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series W
iWFC.PRW
iNYSE
iDepositary
Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series X
iWFC.PRX
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
iGuarantee
of 5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust Securities of Wachovia Capital Trust III
iWBTP
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
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As
previously disclosed in a Current Report on Form 8-K filed by Wells Fargo & Company (the “Company”) on September 27, 2019 (the “September 2019 Form 8-K”), the Company’s board of directors (the “Board”) appointed Charles W. Scharf as Chief Executive Officer and President of the Company and as a member of the Board, in each case to be effective October 21, 2019. Among other compensation arrangements described in the September 2019 Form 8-K, effective upon commencement of his employment with the Company, Mr. Scharf received an award of 570,421 restricted share rights (“RSRs”) under the
Company’s Long-Term Incentive Compensation Plan. The RSRs were granted pursuant to the terms and conditions contained in the Restricted Share Rights Award Agreement attached hereto as Exhibit 10(a) and incorporated by reference into this Item 5.02.
In addition, as disclosed in the September 2019 Form 8-K, effective October 21, 2019, C. Allen Parker ceased serving as the Company’s interim Chief Executive Officer and President and as a member of the Board and resumed his position as Senior Executive Vice President and General Counsel of the Company. In connection with this transition, Mr. Parker’s annual base
salary rate reverted to its prior level of $1.5 million. Mr. Parker’s annual base salary rate as in effect from time to time in 2019 will be taken into account in connection with his current 2019 target annual incentive award opportunity of 100% of annual base salary.
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.
