Wells Fargo & Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$WFC
Major Banks
Finance
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 29, 2025
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 415 -371-2921
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:
Securities registered pursuant to Section 12(b) of the Act:
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New York Stock Exchange ( | ||||||||
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.
The Company held its annual meeting of shareholders on April 29, 2025 (“2025 Annual Meeting”). At the 2025 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, and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2025. The four shareholder proposals presented at the 2025 Annual Meeting described below did not receive majority support. The final voting results for each item presented at the 2025 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 | 2,485,452,210 | 97.51% | 63,565,703 | 11,935,591 | 291,297,408 | ||||||||||||||||||
| Mark A. Chancy | 2,509,387,741 | 98.44% | 39,720,701 | 11,845,062 | 291,297,408 | ||||||||||||||||||
| Celeste A. Clark | 2,473,931,496 | 97.06% | 75,055,835 | 11,966,173 | 291,297,408 | ||||||||||||||||||
| Theodore F. Craver, Jr. | 2,488,103,170 | 97.61% | 60,983,083 | 11,867,251 | 291,297,408 | ||||||||||||||||||
| Richard K. Davis | 2,499,290,349 | 98.05% | 49,731,068 | 11,932,087 | 291,297,408 | ||||||||||||||||||
| Fabian T. Garcia | 2,520,404,238 | 98.87% | 28,896,445 | 11,652,821 | 291,297,408 | ||||||||||||||||||
| Wayne M. Hewett | 2,444,777,142 | 95.91% | 104,249,806 | 11,926,556 | 291,297,408 | ||||||||||||||||||
CeCelia G. Morken | 2,482,922,064 | 97.43% | 65,505,971 | 12,525,469 | 291,297,408 | ||||||||||||||||||
| Maria R. Morris | 2,453,829,683 | 96.21% | 96,769,924 | 10,353,897 | 291,297,408 | ||||||||||||||||||
| Felicia F. Norwood | 2,503,843,802 | 98.18% | 46,355,245 | 10,754,457 | 291,297,408 | ||||||||||||||||||
| Ronald L. Sargent | 2,312,550,836 | 90.91% | 231,093,504 | 17,309,164 | 291,297,408 | ||||||||||||||||||
| Charles W. Scharf | 2,508,907,788 | 98.44% | 39,867,046 | 12,178,670 | 291,297,408 | ||||||||||||||||||
| Suzanne M. Vautrinot | 2,487,496,376 | 97.53% | 62,987,255 | 10,469,873 | 291,297,408 | ||||||||||||||||||
Advisory Vote to Approve Executive Compensation (Say on Pay)
| FOR | %2 | AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||
| 2,367,075,302 | 92.43% | 178,734,946 | 15,143,256 | 291,297,408 | ||||||||||
Ratify the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2025
| FOR | %2 | AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||
| 2,692,904,503 | 94.41% | 149,445,241 | 9,901,168 | — | ||||||||||
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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.
Shareholder Proposal – Annual Report on Prevention of Workplace Harassment and Discrimination
| FOR | %2 | AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||
| 387,372,669 | 15.13% | 2,144,633,205 | 28,947,630 | 291,297,408 | ||||||||||
Shareholder Proposal – Annual Report on Congruency of Political Spending and Corporate Values
| FOR | %2 | AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||
| 285,664,310 | 11.15% | 2,247,614,847 | 27,674,347 | 291,297,408 | ||||||||||
Shareholder Proposal – Energy Supply Ratio
| FOR | %2 | AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||
| 453,887,990 | 17.72% | 2,069,315,238 | 37,750,276 | 291,297,408 | ||||||||||
Shareholder Proposal – Report on Respecting Indigenous Peoples’ Rights
| FOR | %2 | AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||
| 305,990,431 | 11.95% | 2,222,665,081 | 32,297,992 | 291,297,408 | ||||||||||
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: | May 2, 2025 | WELLS FARGO & COMPANY | |||||||||
| By: | /s/ EMMA M. BAILEY | ||||||||||
| Emma M. Bailey | |||||||||||
| Executive Vice President, Deputy General Counsel and Secretary | |||||||||||