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Wells Fargo & Co. – ‘10-K’ for 12/31/23 – ‘EX-97’

On:  Tuesday, 2/20/24, at 5:06pm ET   ·   For:  12/31/23   ·   Accession #:  72971-24-64   ·   File #:  1-02979

Previous ‘10-K’:  ‘10-K’ on 2/21/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   48 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/20/24  Wells Fargo & Co.                 10-K       12/31/23  209:62M

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.80M 
 2: EX-4.C      Instrument Defining the Rights of Security Holders  HTML    320K 
 3: EX-10.A     Material Contract                                   HTML    368K 
 4: EX-10.B     Material Contract                                   HTML    676K 
 5: EX-13       Annual or Quarterly Report to Security Holders      HTML  11.41M 
 6: EX-21       Subsidiaries List                                   HTML     59K 
 7: EX-23       Consent of Expert or Counsel                        HTML     60K 
 8: EX-24       Power of Attorney                                   HTML     57K 
13: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     66K 
                Awarded Compensation                                             
14: EX-99       Miscellaneous Exhibit                               HTML     56K 
 9: EX-31.A     Certification -- §302 - SOA'02                      HTML     60K 
10: EX-31.B     Certification -- §302 - SOA'02                      HTML     60K 
11: EX-32.A     Certification -- §906 - SOA'02                      HTML     57K 
12: EX-32.B     Certification -- §906 - SOA'02                      HTML     57K 
20: R1          Document - Cover page                               HTML    153K 
21: R2          Audit Information                                   HTML     61K 
22: R3          Consolidated Statement of Income                    HTML    205K 
23: R4          Consolidated Statement of Comprehensive Income      HTML     98K 
24: R5          Consolidated Balance Sheet                          HTML    198K 
25: R6          Consolidated Balance Sheet (Parenthetical)          HTML    139K 
26: R7          Consolidated Statement of Changes in Equity         HTML    282K 
27: R8          Consolidated Statement of Cash Flows                HTML    191K 
28: R9          Summary of Significant Accounting Policies          HTML    250K 
29: R10         Trading Activities                                  HTML    102K 
30: R11         AFS and HTM Debt Securities                         HTML    421K 
31: R12         Equity Securities                                   HTML    129K 
32: R13         Loans and Related Allowance for Credit Losses       HTML   1.24M 
33: R14         Mortgage Banking Activities                         HTML    157K 
34: R15         Intangible Assets and Other Assets                  HTML     97K 
35: R16         Leasing Activity                                    HTML    119K 
36: R17         Deposits                                            HTML     71K 
37: R18         Long-Term Debt                                      HTML    177K 
38: R19         Preferred Stock                                     HTML    147K 
39: R20         Common Stock and Stock Plans                        HTML    118K 
40: R21         Legal Actions                                       HTML     72K 
41: R22         Derivatives                                         HTML    438K 
42: R23         Fair Values of Assets and Liabilities               HTML    806K 
43: R24         Securitizations and Variable Interest Entities      HTML    257K 
44: R25         Guarantees and Other Commitments                    HTML    131K 
45: R26         Securities and Other Collateralized Financing       HTML    123K 
                Activities                                                       
46: R27         Pledged Assets and Collateral                       HTML     87K 
47: R28         Operating Segments                                  HTML    252K 
48: R29         Revenue and Expenses                                HTML    322K 
49: R30         Employee Benefits                                   HTML    450K 
50: R31         Income Taxes                                        HTML    166K 
51: R32         Earnings and Dividends Per Common Share             HTML     97K 
52: R33         Other Comprehensive Income                          HTML    262K 
53: R34         Regulatory Capital Requirements and Other           HTML    146K 
                Restrictions                                                     
54: R35         Parent-Only Financial Statements                    HTML    164K 
55: R36         Pay vs Performance Disclosure                       HTML     69K 
56: R37         Insider Trading Arrangements                        HTML     61K 
57: R38         Summary of Significant Accounting Policies          HTML    321K 
                (Policies)                                                       
58: R39         Summary of Significant Accounting Policies          HTML    122K 
                (Tables)                                                         
59: R40         Trading Activities (Tables)                         HTML    104K 
60: R41         AFS and HTM Debt Securities (Tables)                HTML    427K 
61: R42         Equity Securities (Tables)                          HTML    134K 
62: R43         Loans and Related Allowance for Credit Losses       HTML   1.25M 
                (Tables)                                                         
63: R44         Mortgage Banking Activities (Tables)                HTML    159K 
64: R45         Intangible Assets and Other Assets (Tables)         HTML    101K 
65: R46         Leasing Activity (Tables)                           HTML    127K 
66: R47         Deposits (Tables)                                   HTML     70K 
67: R48         Long-Term Debt (Tables)                             HTML    179K 
68: R49         Preferred Stock (Tables)                            HTML    144K 
69: R50         Common Stock and Stock Plans (Tables)               HTML    117K 
70: R51         Derivatives (Tables)                                HTML    441K 
71: R52         Fair Values of Assets and Liabilities (Tables)      HTML    771K 
72: R53         Securitizations and Variable Interest Entities      HTML    243K 
                (Tables)                                                         
73: R54         Guarantees and Other Commitments (Tables)           HTML    109K 
74: R55         Securities and Other Collateralized Financing       HTML    123K 
                Activities (Tables)                                              
75: R56         Pledged Assets and Collateral (Tables)              HTML     78K 
76: R57         Operating Segments (Tables)                         HTML    240K 
77: R58         Revenue and Expenses (Tables)                       HTML    309K 
78: R59         Employee Benefits (Tables)                          HTML    447K 
79: R60         Income Taxes (Tables)                               HTML    171K 
80: R61         Earnings and Dividends Per Common Share (Tables)    HTML    100K 
81: R62         Other Comprehensive Income (Tables)                 HTML    263K 
82: R63         Regulatory Capital Requirements and Other           HTML    139K 
                Restrictions (Tables)                                            
83: R64         Parent-Only Financial Statements (Tables)           HTML    169K 
84: R65         Summary of Significant Accounting Policies          HTML    204K 
                (Details)                                                        
85: R66         Trading Assets and Liabilities (Details)            HTML    111K 
86: R67         Trading Activities, Net Interest Income and Net     HTML     78K 
                Gains (Losses) from Trading Activities (Details)                 
87: R68         AFS and HTM Debt Securities, Outstanding (Details)  HTML    185K 
88: R69         AFS and HTM Debt Securities, HTM Debt Securities    HTML     83K 
                Purchases and Transfers (Details)                                
89: R70         AFS and HTM Debt Securities, Income Statement       HTML     81K 
                Impacts (Details)                                                
90: R71         AFS and HTM Debt Securities, Investment Grade Debt  HTML     83K 
                Securities (Details)                                             
91: R72         AFS and HTM Debt Securities, Gross Unrealized       HTML     94K 
                Losses and Fair Value (Details)                                  
92: R73         AFS Debt Securities, Contractual Maturities         HTML    173K 
                (Details)                                                        
93: R74         HTM Debt Securities, Contractual Maturities         HTML    157K 
                (Details)                                                        
94: R75         Equity Securities (Details)                         HTML     92K 
95: R76         Equity Securities Net Gains (Losses) from Equity    HTML     85K 
                Securities Not Held for Trading (Details)                        
96: R77         Equity Securities Net Gains (Losses) from           HTML     70K 
                Measurement Alternative Equity Securities                        
                (Details)                                                        
97: R78         Equity Securities Measurement Alternative           HTML     65K 
                Cumulative Gains (Losses) (Details)                              
98: R79         Loans and Related Allowance for Credit Losses,      HTML    100K 
                Loans Outstanding (Details)                                      
99: R80         Loans and Related Allowance for Credit Losses,      HTML     82K 
                Loan Concentrations (Details)                                    
100: R81         Loans and Related Allowance for Credit Losses,      HTML     65K  
                Loan Purchases, Sales, and Transfers (Details)                   
101: R82         Loans and Related Allowance for Credit Losses,      HTML     81K  
                Unfunded Credit Commitments (Details)                            
102: R83         Loans and Related Allowance for Credit Losses,      HTML    137K  
                Allowance for Credit Losses for Loans (Details)                  
103: R84         Loans and Related Allowance for Credit Losses,      HTML     99K  
                Allowance for Credit Losses for Loans Activity by                
                Portfolio Segment (Details)                                      
104: R85         Loans and Related Allowance for Credit Losses,      HTML    217K  
                Commercial Loan Categories by Risk Categories and                
                Vintage (Details)                                                
105: R86         Loans and Related Allowance for Credit Losses,      HTML     96K  
                Commercial Loan Categories by Delinquency Status                 
                (Details)                                                        
106: R87         Loans and Related Allowance for Credit Losses,      HTML    197K  
                Credit Quality Indicators for Residential Mortgage               
                Loans by Vintage (Details)                                       
107: R88         Loans and Related Allowance for Credit Losses,      HTML    101K  
                Credit Quality Indicators for Credit Card                        
                (Details)                                                        
108: R89         Loans and Related Allowance for Credit Losses,      HTML    143K  
                Credit Quality Indicators for Auto Loans by                      
                Vintage (Details)                                                
109: R90         Loans and Related Allowance for Credit Losses,      HTML    160K  
                Credit Quality Indicators for Other Consumer Loans               
                by Vintage (Details)                                             
110: R91         Loans and Related Allowance for Credit Losses,      HTML     99K  
                Nonaccrual Loans (Details)                                       
111: R92         Loans and Related Allowance for Credit Losses, 90   HTML     82K  
                Days or More Past Due and Still Accruing (Details)               
112: R93         Loans and Related Allowance for Credit Losses,      HTML    111K  
                Commercial Loan Modifications (Details)                          
113: R94         Loans and Related Allowance for Credit Losses,      HTML     67K  
                Financial Effects of Commercial Loan Modifications               
                (Details)                                                        
114: R95         Loans and Related Allowance for Credit Losses,      HTML     84K  
                Payment Performance of Commercial Loan                           
                Modifications (Details)                                          
115: R96         Loans and Related Allowance for Credit Losses,      HTML    116K  
                Consumer Loan Modifications (Details)                            
116: R97         Loans and Related Allowance for Credit Losses,      HTML     76K  
                Financial Effects of Consumer Loan Modifications                 
                (Details)                                                        
117: R98         Loans and Related Allowance for Credit Losses,      HTML    112K  
                Payment Performance of Consumer Loan Modifications               
                (Details)                                                        
118: R99         Loans and Related Allowance for Credit Losses,      HTML    166K  
                Troubled Debt Restructurings Modifications                       
                (Details)                                                        
119: R100        Loans and Related Allowance for Credit Losses,      HTML     81K  
                Defaulted Troubled Debt Restructurings (Details)                 
120: R101        Mortgage Banking Activities, Mortgage Servicing     HTML    101K  
                Rights (Details)                                                 
121: R102        Mortgage Banking Activities, Assumptions and        HTML     88K  
                Sensitivity of Residential MSRs (Details)                        
122: R103        Mortgage Banking Activities, Managed Servicing      HTML     75K  
                Portfolio (Details)                                              
123: R104        Mortgage Banking Activities, Mortgage Banking       HTML    107K  
                Noninterest Income (Details)                                     
124: R105        Intangible Assets and Other Assets, Goodwill        HTML     82K  
                (Details)                                                        
125: R106        Intangible Assets and Other Assets, Other Assets    HTML     80K  
                (Details)                                                        
126: R107        Leasing Activity, Leasing Revenue (Details)         HTML     81K  
127: R108        Leasing Activity, Investment in Lease Financing     HTML     77K  
                (Details)                                                        
128: R109        Leasing Activity, Maturities of Lease Receivables   HTML     88K  
                (Details)                                                        
129: R110        Leasing Activity, Operating Lease Right-of-Use      HTML     63K  
                (ROU) Assets and Lease Liabilities (Details)                     
130: R111        Leasing Activity, Lease Costs (Details)             HTML     64K  
131: R112        Leasing Activity, Lease Payments on Operating       HTML     97K  
                Leases (Details)                                                 
132: R113        Deposits (Details)                                  HTML     78K  
133: R114        Long-Term Debt, Summary (Details)                   HTML    162K  
134: R115        Long-Term Debt, Maturities (Details)                HTML    117K  
135: R116        Preferred Stock (Details)                           HTML    172K  
136: R117        Common Stock and Stock Plans, Common Stock Shares   HTML     64K  
                (Details)                                                        
137: R118        Common Stock and Stock Plans, Stock Compensation    HTML     66K  
                Expense (Details)                                                
138: R119        Common Stock and Stock Plans, Summary of            HTML     98K  
                Restricted Share Rights and Restricted Share                     
                Awards (Details)                                                 
139: R120        Common Stock and Stock Plans, Summary of            HTML     96K  
                Performance Awards (Details)                                     
140: R121        Common Stock and Stock Plans, Stock Option Plans    HTML     69K  
                (Details)                                                        
141: R122        Common Stock and Stock Plans, Employee Stock        HTML     77K  
                Ownership Plan (Details)                                         
142: R123        Legal Actions (Details)                             HTML    104K  
143: R124        Derivatives, Notional or Contractual Amounts and    HTML    117K  
                Fair Values of Derivatives (Details)                             
144: R125        Derivatives, Offsetting of Derivative Assets and    HTML    155K  
                Liabilities (Details)                                            
145: R126        Derivatives, Gains (Losses) Recognized on Cash      HTML    117K  
                Flow Hedging Relationships (Details)                             
146: R127        Derivatives, Gains (Losses) Recognized on Fair      HTML    145K  
                Value Hedging Relationships (Details)                            
147: R128        Derivatives, Hedged Items in Fair Value Hedging     HTML    103K  
                Relationships (Details)                                          
148: R129        Derivatives, Gains (Losses) on Derivatives Not      HTML     69K  
                Designated as Hedging Instruments (Details)                      
149: R130        Derivatives, Sold Credit Derivatives (Details)      HTML     66K  
150: R131        Derivatives Derivatives, Credit-Risk Contingent     HTML     62K  
                Features (Details)                                               
151: R132        Fair Value, Assets and Liabilities, Fair Value on   HTML    259K  
                a Recurring Basis (Details)                                      
152: R133        Fair Value, Assets and Liabilities, Changes in      HTML    187K  
                Level 3 Fair Value Assets and Liabilities on a                   
                Recurring Basis (Details)                                        
153: R134        Fair Value, Assets and Liabilities, Valuation       HTML    207K  
                Techniques - Recurring Basis (Details)                           
154: R135        Fair Value, Assets and Liabilities, Fair Value on   HTML     91K  
                a Nonrecurring Basis (Details)                                   
155: R136        Fair Value, Assets and Liabilities, Gains (Losses)  HTML     73K  
                on Assets with Nonrecurring Fair Value Adjustment                
                (Details)                                                        
156: R137        Fair Value, Assets and Liabilities, Valuation       HTML    150K  
                Techniques - Nonrecurring Basis (Details)                        
157: R138        Fair Value, Assets and Liabilities, Fair Value      HTML     75K  
                Option (Details)                                                 
158: R139        Fair Value, Assets and Liabilities, Gains (Losses)  HTML     77K  
                on Changes in Fair Value Included in Earnings                    
                (Details)                                                        
159: R140        Fair Value, Assets and Liabilities, Fair Value      HTML    126K  
                Estimates for Financial Instruments (Details)                    
160: R141        Securitizations and Variable Interest Entities,     HTML    120K  
                Transfers with Continuing Involvement (Details)                  
161: R142        Securitizations and Variable Interest Entities,     HTML     68K  
                Residential MSRs - Assumptions at Securitization                 
                Date (Details)                                                   
162: R143        Securitizations and Variable Interest Entities,     HTML     73K  
                Resecuritization Activities (Details)                            
163: R144        Securitizations and Variable Interest Entities,     HTML     78K  
                Sold or Securitized Loans Serviced for Others                    
                (Details)                                                        
164: R145        Securitizations and Variable Interest Entities,     HTML    134K  
                Unconsolidated VIEs (Details)                                    
165: R146        Securitizations and Variable Interest Entities,     HTML     95K  
                Involvement with Tax Credit VIEs (Details)                       
166: R147        Securitizations and Variable Interest Entities,     HTML     93K  
                Transactions with Consolidated VIEs (Details)                    
167: R148        Guarantees - Carrying Value and Maximum Exposure    HTML    144K  
                to Loss (Details)                                                
168: R149        Other Commitments (Details)                         HTML     66K  
169: R150        Securities and Other Collateralized Financing       HTML     85K  
                Activities, Offsetting - Securities and Other                    
                Collateralized Financing Activities (Details)                    
170: R151        Securities and Other Collateralized Financing       HTML     85K  
                Activities, Gross Obligations by Underlying                      
                Collateral Type (Details)                                        
171: R152        Securities and Other Collateralized Financing       HTML     73K  
                Activities, Contractual Maturities of Gross                      
                Obligations (Details)                                            
172: R153        Pledged Assets and Collateral, Pledged Assets       HTML     90K  
                (Details)                                                        
173: R154        Pledged Assets and Collateral, Collateral Accepted  HTML     60K  
                (Details)                                                        
174: R155        Operating Segments (Details)                        HTML    208K  
175: R156        Revenue and Expenses, Revenue by Operating Segment  HTML    182K  
                (Details)                                                        
176: R157        Revenue and Expenses, Operating Losses (Details)    HTML     66K  
177: R158        Revenue and Expenses, Accruals for Restructuring    HTML     70K  
                Charges (Details)                                                
178: R159        Revenue and Expenses, Other Expenses (Details)      HTML     63K  
179: R160        Employee Benefits, Changes in Benefit Obligation    HTML    151K  
                and Fair Value of Plan Assets (Details)                          
180: R161        Employee Benefits, Plans With Benefit Obligations   HTML     68K  
                in Excess of Plan Assets (Details)                               
181: R162        Employee Benefits, Net Periodic Benefit Cost and    HTML    115K  
                Other Comprehensive Income (Details)                             
182: R163        Employee Benefits, Benefits Recognized in           HTML    137K  
                Accumulated OCI and Weighted-Average Assumptions                 
                Used to Estimate Projected Benefit Obligation and                
                to Determine Net Periodic Benefit Cost (Details)                 
183: R164        Employee Benefits, Projected Benefits Payments      HTML     76K  
                (Details)                                                        
184: R165        Employee Benefits, Pension and Other Benefit Plan   HTML    255K  
                Assets (Details)                                                 
185: R166        Employee Benefits, Fair Value Level 3 Pension and   HTML    106K  
                Other Benefit Plan Assets and Defined Contribution               
                Retirement Plans (Details)                                       
186: R167        Income Taxes, Income Tax Expense (Benefit)          HTML     85K  
                (Details)                                                        
187: R168        Income Taxes, Effective Income Tax Expense          HTML    102K  
                (Benefit) and Rate (Details)                                     
188: R169        Income Taxes, Net Deferred Taxes (Details)          HTML    101K  
189: R170        Income Taxes, Deferred Tax Assets Related To Net    HTML     71K  
                Operating Loss and Tax Credit Carryforwards                      
                (Details)                                                        
190: R171        Income Taxes, Change in Unrecognized Tax Benefits   HTML     81K  
                (Details)                                                        
191: R172        Income Taxes, Tax Examination Status (Details)      HTML     72K  
192: R173        Earnings and Dividends Per Common Share, Earnings   HTML    107K  
                Per Common Share Calculations (Details)                          
193: R174        Earnings and Dividends Per Common Share,            HTML     62K  
                Outstanding Anti-dilutive Securities (Details)                   
194: R175        Earnings and Dividends Per Common Share, Dividends  HTML     57K  
                Declared Per Common Shares (Details)                             
195: R176        Other Comprehensive Income, Summary of Other        HTML    236K  
                Comprehensive Income (Details)                                   
196: R177        Other Comprehensive Income, Accumulated OCI         HTML    200K  
                Balances (Details)                                               
197: R178        Regulatory Capital Requirements and Other           HTML    120K  
                Restrictions, Regulatory Capital Information                     
                (Details)                                                        
198: R179        Regulatory Capital Requirements and Other           HTML     79K  
                Restrictions, Minimum Required Regulatory Capital                
                Ratios (Details)                                                 
199: R180        Loan and Dividend Restrictions (Details)            HTML     60K  
200: R181        Regulatory Capital Requirements and Other           HTML     63K  
                Restrictions, Nature of Restrictions on Cash and                 
                Cash Equivalents (Details)                                       
201: R182        Parent-Only Financial Statements, Parent-Only       HTML    122K  
                Statement of Income (Details)                                    
202: R183        Parent-Only Financial Statements, Parent-Only       HTML    102K  
                Statement of Comprehensive Income (Details)                      
203: R184        Parent-Only Financial Statements, Parent-Only       HTML    121K  
                Balance Sheet (Details)                                          
204: R185        Parent-Only Financial Statements, Parent-Only       HTML    124K  
                Statement of Cash Flows (Details)                                
206: XML         IDEA XML File -- Filing Summary                      XML    398K  
209: XML         XBRL Instance -- wfc-20231231_htm                    XML  20.34M  
205: EXCEL       IDEA Workbook of Financial Report Info              XLSX    694K  
16: EX-101.CAL  XBRL Calculations -- wfc-20231231_cal                XML    883K 
17: EX-101.DEF  XBRL Definitions -- wfc-20231231_def                 XML   4.02M 
18: EX-101.LAB  XBRL Labels -- wfc-20231231_lab                      XML   6.62M 
19: EX-101.PRE  XBRL Presentations -- wfc-20231231_pre               XML   4.80M 
15: EX-101.SCH  XBRL Schema -- wfc-20231231                          XSD    744K 
207: JSON        XBRL Instance as JSON Data -- MetaLinks            1,460±  2.46M  
208: ZIP         XBRL Zipped Folder -- 0000072971-24-000064-xbrl      Zip   2.24M  


‘EX-97’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 C:   C: 
  Document  
Exhibit 97
WELLS FARGO & COMPANY
Mandatory Clawback Policy

Effective as of October 2, 2023 (the “Effective Date”), this Mandatory Clawback Policy (the “Policy”) of Wells Fargo & Company (the “Company”), as adopted by the Committee (as hereinafter defined), is as follows.

1. Purpose.

The Wells Fargo & Company Mandatory Clawback Policy (this “Policy”) provides for the recoupment of Incentive-Based Compensation in the event of an Accounting Restatement, and is intended to comply with, and to be administered and interpreted consistent with, Listing Standard 303A.14 adopted by the New York Stock Exchange to implement Rule 10D-1 under the Securities Exchange Act of 1934, as amended (collectively, “Rule 10D-1”). Unless otherwise defined in this Policy, capitalized terms shall have the meanings set forth in Section 2 below.

2. Definitions. For purposes of this Policy, the following terms shall have the meanings set forth below:
2.1. Accounting Restatement” means an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any accounting restatement required to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

2.2. Board” means the Company’s Board of Directors.

2.3. Committee” means the Human Resources Committee of the Board, except that the Board may determine to act as the Committee with respect to any portion of the Policy other than Section 4.3.

2.4. Covered Executive” means any “officer” of the Company as defined under Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended.

2.5. Financial Reporting Measure” means any measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements and any measure derived wholly or in part from such a measure. The Company’s stock price and total shareholder return are also Financial Reporting Measures. A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the Securities and Exchange Commission.

2.6. Incentive-Based Compensation” means any compensation granted, earned, or vested based in whole or in part on the Company’s attainment of a Financial Reporting Measure that was Received by an individual (i) on or after the Effective Date and after such individual began service as a Covered Executive, and (ii) who served as a Covered Executive at any time during the performance period for the Incentive-Based Compensation.


Exhibit 97

2.7. Incentive-Based Compensation is deemed to be “Received” in the fiscal period during which the relevant Financial Reporting Measure is attained, regardless of when the compensation is actually awarded or paid.

2.8. Recovery Period” means the three completed fiscal years immediately preceding the date that the Company is required to prepare the applicable Accounting Restatement and any “transition period” as described under Rule 10D-1. For purposes of this Policy, the date that the Company is required to prepare the applicable Accounting Restatement is the earlier to occur of (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.
3. Recoupment of Incentive-Based Compensation

In the event of an Accounting Restatement, the Company will recover reasonably promptly the amount of any Incentive-Based Compensation Received during the Recovery Period that exceeds the amount that otherwise would have been Received had it been determined based on the restated amounts.
4. Policy Administration

4.1. This Policy shall be administered by the Committee, which is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration thereof.

4.2. If the Committee determines the amount of Incentive-Based Compensation Received during a Recovery Period exceeds the amount that would have been Received if determined or calculated based on the Company’s restated amounts, the excess amount shall be subject to recoupment by the Company pursuant to this Policy. For Incentive-Based Compensation based on stock price or total shareholder return (“TSR”), the Committee will determine the amount based on a reasonable estimate of the effect of the Accounting Restatement on the relevant stock price or TSR. In all cases, the calculation of the amount to be recovered will be determined without regard to any taxes paid.

4.3. The Company is authorized to take appropriate steps to implement this Policy and may affect recovery hereunder by: (i) requiring payment to the Company, (ii) set-off, (iii) reducing compensation, or (iv) such other means or combination of means as the Committee determines to be appropriate. The Company need not recover the excess amount of Incentive-Based Compensation if and to the extent that the Committee determines that such recovery is impracticable and not required under Rule 10D-1, including if the Committee determines that: (i) the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered after making a reasonable attempt to recover, (ii) recovery would violate home country law adopted prior to November 28, 2022, after obtaining the opinion of home country counsel, or (iii) recovery
2

Exhibit 97
would likely cause an otherwise tax-qualified broad-based retirement plan to fail the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.

4.4. Any determinations made by the Committee under this Policy shall be final and binding on all affected individuals and need not be uniform among affected individuals.

5. Other Recovery Rights; Company Claims

Any right of recovery pursuant to this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law, any employment agreement, plan or award terms, or the terms of any policy, including, but not limited to, the Company’s Clawback and Forfeiture Policy and the Company’s Malus and Clawback Policy for Identified Staff Team Members. Nothing contained in this Policy and no recovery hereunder shall limit the Company’s right to dismiss any individual or limit any claims, damages, or other legal remedies the Company may have against an individual arising out of or resulting from any actions or omissions by such individual.

6. Reporting and Disclosure

The Company intends to file all disclosures with respect to this Policy in accordance with the requirements of federal securities laws.

7. Indemnification Prohibition

Notwithstanding the terms of any indemnification or insurance policy or any contractual arrangement that may be interpreted to the contrary, the Company shall not indemnify any individual with respect to amount(s) recovered under this Policy, including any payment or reimbursement for the cost of third-party insurance purchased by such individual to fund potential clawback obligations hereunder.

8. Amendment; Termination

The Committee may amend or terminate this Policy from time to time in its discretion as it deems appropriate; provided, however, that no amendment or termination of this Policy shall be effective to the extent it would cause the Company to violate any federal securities laws, Securities and Exchange Commission rule or the rules of any national securities exchange or association on which the Company’s securities are listed.

9. Successors

This Policy shall be binding and enforceable against all individuals who are or were Covered Executives and their beneficiaries, heirs, executors, administrators, or other legal representatives.
3

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/20/24
For Period end:12/31/2313F-HR
10/2/23
11/28/22424B2
 List all Filings 


5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/17/24  Wells Fargo & Co.                 424B2                  2:1.4M                                   Donnelley … Solutions/FA
 4/16/24  Wells Fargo & Co.                 424B2                  1:1.4M                                   Donnelley … Solutions/FA
 3/22/24  Wells Fargo & Co.                 424B2                  1:251K                                   Donnelley … Solutions/FA
 3/20/24  Wells Fargo & Co.                 S-3/A                  5:399K                                   Donnelley … Solutions/FA
 2/28/24  Wells Fargo & Co.                 S-3                    5:403K                                   Donnelley … Solutions/FA


43 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/24/24  Wells Fargo & Co.                 8-K:5,9     1/23/24   12:605K
10/31/23  Wells Fargo & Co.                 10-Q        9/30/23  158:55M
 8/01/23  Wells Fargo & Co.                 10-Q        6/30/23  159:54M
 5/02/23  Wells Fargo & Co.                 10-Q        3/31/23  155:50M
 2/21/23  Wells Fargo & Co.                 10-K       12/31/22  198:65M
 8/01/22  Wells Fargo & Co.                 10-Q        6/30/22  153:61M
 5/03/22  Wells Fargo & Co.                 10-Q        3/31/22  158:51M
 4/29/22  Wells Fargo & Co.                 8-K:5,9     4/26/22   12:522K
 2/22/22  Wells Fargo & Co.                 10-K       12/31/21  202:73M
 2/23/21  Wells Fargo & Co.                 10-K       12/31/20  206:77M
 8/04/20  Wells Fargo & Co.                 10-Q        6/30/20  166:91M
 2/27/20  Wells Fargo & Co.                 10-K       12/31/19  212:98M
10/25/19  Wells Fargo & Co.                 8-K:5,9    10/21/19   13:457K
 9/27/19  Wells Fargo & Co.                 8-K:5,9     9/26/19   13:388K                                   Donnelley … Solutions/FA
 4/26/19  Wells Fargo & Co.                 8-K:5,9     4/23/19    3:258K                                   Donnelley … Solutions/FA
 2/27/19  Wells Fargo & Co.                 10-K       12/31/18  209:92M
 8/04/17  Wells Fargo & Co.                 10-Q        6/30/17  155:77M
 3/01/17  Wells Fargo & Co.                 10-K       12/31/16  197:91M
 8/03/16  Wells Fargo & Co.                 10-Q        6/30/16  153:77M
 2/24/16  Wells Fargo & Co.                 10-K       12/31/15  197:89M
 2/25/15  Wells Fargo & Co.                 10-K       12/31/14  212:128M
 8/06/14  Wells Fargo & Co.                 10-Q        6/30/14  176:83M
 8/07/13  Wells Fargo & Co./MN              10-Q        6/30/13  303:104M                                   Donnelley … Solutions/FA
 5/08/13  Wells Fargo & Co./MN              10-Q        3/31/13  161:55M                                    Donnelley … Solutions/FA
 2/27/13  Wells Fargo & Co./MN              10-K       12/31/12  210:70M                                    Donnelley … Solutions/FA
 2/28/12  Wells Fargo & Co./MN              10-K       12/31/11  202:68M                                    Donnelley … Solutions/FA
 8/05/11  Wells Fargo & Co./MN              10-Q        6/30/11  142:33M                                    Donnelley … Solutions/FA
 5/06/11  Wells Fargo & Co./MN              10-Q        3/31/11  142:47M                                    Donnelley … Solutions/FA
 2/26/10  Wells Fargo & Co./MN              10-K       12/31/09   59:11M                                    Donnelley … Solutions/FA
 5/11/09  Wells Fargo & Co./MN              10-Q        3/31/09    9:1.7M                                   RR Donnelley
 5/04/09  Wells Fargo & Co./MN              8-K:5,8,9   4/28/09    4:376K                                   Donnelley … Solutions/FA
 2/27/09  Wells Fargo & Co./MN              10-K       12/31/08   15:3.4M                                   RR Donnelley
12/29/08  Wachovia Corp. New                8-K:1,9    12/19/08   13:697K                                   Donnelley … Solutions/FA
10/30/08  Wells Fargo & Co./MN              10-Q        9/30/08    7:1.2M                                   RR Donnelley
 2/29/08  Wells Fargo & Co./MN              10-K       12/31/07   16:3M                                     RR Donnelley
12/20/07  Wachovia Corp. New                8-K:1,9    12/19/07    4:182K                                   Donnelley … Solutions/FA
 3/01/07  Wells Fargo & Co./MN              10-K       12/31/06   13:2.3M                                   RR Donnelley
 1/05/05  Wachovia Corp. New                8-K:1,9     1/03/05    2:41K                                    Donnelley … Solutions/FA
 3/12/04  Wells Fargo & Co./MN              10-K       12/31/03   16:2M                                     RR Donnelley
11/07/03  Wells Fargo & Co./MN              10-Q        9/30/03   13:1.1M                                   Bowne - San Francisco/FA
 3/31/03  Wachovia Corp. New                10-K       12/31/02   15:6M                                     Bowne of Atlanta Inc./FA
 3/23/98  Wachovia Corp. New                10-K       12/31/97   17:695K                                   Donnelley … Solutions/FA
 2/27/98  Wells Fargo & Co./MN              10-K       12/31/97   15:511K                                   Donnelley … Solutions/FA
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