WELLS FARGO & COMPANY/MN0000072971falseNYSE5.85% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series Q6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series R00000729712022-04-292022-04-290000072971us-gaap:CommonStockMember2022-04-292022-04-290000072971wfc:A7.5NonCumulativePerpetualConvertibleClassAPreferredStockSeriesLMember2022-04-292022-04-290000072971wfc:FixedtoFloatingRate5.85NonCumulativePerpetualClassAPFDStockSeriesQMember2022-04-292022-04-290000072971wfc:FixedtoFloatingRate6.625NonCumulativePerpetualClassAPFDStockSeriesRMember2022-04-292022-04-290000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesYMember2022-04-292022-04-290000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesZMember2022-04-292022-04-290000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesAAMember2022-04-292022-04-290000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesCCMember2022-04-292022-04-290000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesDDMember2022-04-292022-04-290000072971wfc:GuaranteeofMediumTermNotesSeriesAdueOctober302028ofWellsFargoFinanceLLCMember2022-04-292022-04-29

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 26, 2022

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 Class
Trading Symbol
Name of Each Exchange
on Which Registered
Common Stock, par value $1-2/3
WFC
New York Stock
Exchange
(NYSE)
7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L
WFC.PRL
NYSE
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
WFC.PRQ
NYSE
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
WFC.PRR
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y
WFC.PRY
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z
WFC.PRZ
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series AA
WFC.PRA
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series CC
WFC.PRC
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series DD
WFC.PRD
NYSE
Guarantee of Medium-Term Notes, Series A, due October 30, 2028 of Wells Fargo Finance LLC
WFC/28A
NYSE

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Wells Fargo & Company (the “Company”) held its annual meeting of shareholders on April 26, 2022. At the meeting, shareholders approved the Company’s 2022 Long-Term Incentive Plan (the “Plan”). A description of the material terms and conditions of the Plan appears under “Executive Compensation – Item 3 – Approve the Company’s 2022 Long-Term Incentive Plan” on pages 100-106 of the Company’s definitive proxy statement for the meeting, filed with the Securities and Exchange Commission on March 14, 2022 (the “Proxy Statement”), and the description is incorporated herein by reference. The description of the Plan incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10(a) hereto.
Item 5.07     Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders on April 26, 2022. At the meeting, shareholders elected all 14 of the director nominees nominated by the Board of Directors 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, approved the Plan and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022. The shareholders did not approve the seven shareholder proposals presented at the meeting. The final voting results for each item presented at the 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
DIRECTORFOR
%1
AGAINSTABSTENTIONSBROKER
NON-VOTES
Steven D. Black2,614,873,31990.88%262,490,28214,452,737361,307,657
Mark A. Chancy2,817,694,29997.93%59,573,18914,548,850361,307,657
Celeste A. Clark2,704,397,65494.02%171,930,12815,484,682361,311,531
Theodore F. Craver, Jr.2,794,161,45297.12%82,812,16214,842,725361,307,657
Richard K. Davis2,825,995,09398.21%51,573,31114,247,935361,307,657
Wayne M. Hewett2,618,702,34691.05%257,407,60515,706,387361,307,657
CeCelia (“CeCe”) G. Morken
2,825,664,33398.18%52,263,95513,888,051361,307,657
Maria R. Morris2,691,412,53693.56%185,382,84615,017,083361,311,531
Felicia F. Norwood2,825,863,60498.19%52,117,94913,834,786361,307,657
Richard B. Payne, Jr.2,822,788,88198.11%54,408,43614,618,922361,307,757
Juan A. Pujadas2,817,155,30397.90%60,514,62114,146,315361,307,757
Ronald L. Sargent2,738,029,20495.17%139,076,30714,710,728361,307,757
Charles W. Scharf2,812,689,20597.69%66,593,44212,533,592361,307,757
Suzanne M. Vautrinot2,789,438,21496.91%89,025,74513,352,279361,307,757




Advisory Resolution to Approve Executive Compensation (Say on Pay)
FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
2,107,253,18272.87%762,867,23321,694,424361,309,157
Approve the Company's 2022 Long-Term Incentive Plan
FOR
%1
AGAINSTABSTENTIONS
BROKER
NON-VOTES
2,749,948,43495.59%126,741,01715,124,214361,310,331
Ratify the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2022
FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
3,065,240,26094.22%178,135,1139,748,6230
Shareholder Proposal – Policy for Management Pay Clawback Authorization
FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
206,835,7027.15%2,646,171,38638,808,351361,308,557
Shareholder Proposal – Report on Incentive-Based Compensation and Risks of Material Losses
FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
684,874,17123.68%2,185,409,31321,529,881361,310,631
Shareholder Proposal – Racial and Gender Board Diversity Report
 FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
333,652,57511.54%2,515,900,12942,262,736361,308,557
Shareholder Proposal – Report on Respecting Indigenous Peoples' Rights
 FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
741,096,48125.63%2,118,654,06632,061,918361,311,531
Shareholder Proposal – Climate Change Policy
 FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
312,232,51710.80%2,426,627,443152,956,378361,307,657




Shareholder Proposal – Conduct a Racial Equity Audit
 FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
1,033,495,59935.74%1,828,552,35229,764,513361,311,531
Shareholder Proposal – Charitable Donations Disclosure
 FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
127,898,6184.42%2,734,887,48729,030,234361,307,657
____________________________________________
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.
Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits
    
Exhibit No.DescriptionLocation
Filed herewith
104Cover Page Interactive Data File
Embedded within the Inline XBRL document



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 29, 2022WELLS FARGO & COMPANY
By: /s/ TANGELA S. RICHTER
Tangela S. Richter
Executive Vice President and Secretary



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