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 RApril 25, 202300000729712023-04-252023-04-250000072971us-gaap:CommonStockMember2023-04-252023-04-250000072971wfc:A7.5NonCumulativePerpetualConvertibleClassAPreferredStockSeriesLMember2023-04-252023-04-250000072971wfc:FixedtoFloatingRate5.85NonCumulativePerpetualClassAPFDStockSeriesQMember2023-04-252023-04-250000072971wfc:FixedtoFloatingRate6.625NonCumulativePerpetualClassAPFDStockSeriesRMember2023-04-252023-04-250000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesYMember2023-04-252023-04-250000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesZMember2023-04-252023-04-250000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesAAMember2023-04-252023-04-250000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesCCMember2023-04-252023-04-250000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesDDMember2023-04-252023-04-250000072971wfc:GuaranteeofMediumTermNotesSeriesAdueOctober302028ofWellsFargoFinanceLLCMember2023-04-252023-04-25

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 25, 2023

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 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On April 25, 2023, the Board of Directors (the “Board”) of Wells Fargo & Company (the “Company”) approved the amendment and restatement of the Company’s Code of Ethics and Business Conduct, to be effective April 28, 2023, including a change in the name to the Code of Conduct (as amended and restated, the “Code”). The Code applies to all employees of the Company and its subsidiaries, including the Company’s principal executive officer, principal financial officer, and principal accounting officer. Additionally, as set forth therein, certain provisions of the Code apply to directors of the Company and its subsidiaries.

The Code reflects the Company’s commitment to the highest standards of honesty, transparency, and acting with integrity. The Code contains principles, guidance, and employee responsibilities under the Code, including (a) the alignment of the Code with the Company’s expectations that guide employee conduct and decision-making, (b) the Company’s focus on fair and honest business dealings, (c) the Company’s non-retaliation policy and guidance on escalating to appropriate reporting channels, (d) compliance obligations under the laws and regulations within jurisdictions where the Company conducts business, and (e) the responsibilities of employees to identify, avoid or manage actual, potential or perceived conflicts of interest.

A copy of the Code will be posted on the Leadership and Governance page of the Company’s website at www.wellsfargo.com/about/corporate/governance.

Item 5.07     Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders on April 25, 2023. At the 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; voted, on an advisory basis, to have future votes on named executives’ compensation every year; and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2023. A majority of shares present also voted in favor of shareholder proposals requesting the Company adopt a simple majority vote and publish an annual report on prevention of workplace harassment and discrimination. The other five shareholder proposals presented at the meeting described below did not receive majority support. 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. Black2,697,825,515 92.70%212,601,589 16,788,287 349,412,800
Mark A. Chancy2,843,135,462 97.70%67,014,632 17,065,297 349,412,800
Celeste A. Clark2,801,298,452 96.20%110,651,961 15,264,978 349,412,800
Theodore F. Craver, Jr.2,826,780,375 97.14%83,271,471 17,163,546 349,412,800
Richard K. Davis2,857,392,824 98.19%52,813,906 17,008,661 349,412,800
Wayne M. Hewett2,682,396,938 92.17%227,872,474 16,945,979 349,412,800
CeCelia (“CeCe”) G. Morken
2,837,934,315 97.49%73,213,616 16,067,460 349,412,800
Maria R. Morris2,829,183,759 97.16%82,608,747 15,422,885 349,412,800
Felicia F. Norwood2,836,074,370 97.41%75,362,401 15,778,620 349,412,800
Richard B. Payne, Jr.2,826,858,215 97.14%83,245,718 17,111,458 349,412,800
Ronald L. Sargent2,791,796,084 95.94%118,201,961 17,217,346 349,412,800
Charles W. Scharf2,839,466,803 97.54%71,736,049 16,012,539 349,412,800
Suzanne M. Vautrinot2,814,544,235 96.67%97,078,564 15,592,592 349,412,800

Advisory Resolution to Approve Executive Compensation (Say on Pay)
FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
2,694,651,626 92.06%212,420,469 20,143,296 349,412,800 
Advisory Resolution on the Frequency of Future Advisory Votes to Approve Executive Compensation (Say on Frequency)
EVERY YEAR
%2
EVERY 2 YEARSEVERY 3 YEARSABSTENTIONS
BROKER
NON-VOTES
2,864,227,865 97.85%10,016,323 42,526,020 10,445,184 349,412,800 
In accordance with the Board’s recommendation and the voting results on this advisory proposal, the Company will hold an annual advisory vote to approve the compensation of its named executives.
Ratify the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2023
FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
3,079,955,440 94.00%184,922,050 11,750,700 — 
Shareholder Proposal – Adopt Simple Majority Vote
FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
1,463,638,799 50.00%1,445,330,742 18,245,850 349,412,800 
_________________________________
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 – Report on Congruency of Political Spending
FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
826,936,722 28.25%2,072,243,068 28,035,601 349,412,800 
Shareholder Proposal – Climate Lobbying Report
 FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
937,616,378 32.03%1,961,705,583 27,893,430 349,412,800 
Shareholder Proposal – Climate Transition Report
 FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
901,414,723 30.79%1,997,595,188 28,205,480 349,412,800 
Shareholder Proposal – Fossil Fuel Lending Policy
 FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
248,827,799 8.50%2,629,078,280 49,309,312 349,412,800 
Shareholder Proposal – Annual Report on Prevention of Workplace Harrassment and Discrimination
 FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
1,530,134,599 52.27%1,250,639,775 146,441,018 349,412,800 
Shareholder Proposal – Policy on Freedom of Association and Collective Bargaining
 FOR
%2
AGAINSTABSTENTIONS
BROKER
NON-VOTES
997,300,155 34.07%1,800,697,211 129,218,026 349,412,800 


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 26, 2023WELLS FARGO & COMPANY
By: /s/ TANGELA S. RICHTER
Tangela S. Richter
Executive Vice President, Deputy General Counsel and Secretary



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