Attached files
| file | filename |
|---|---|
| EX-3.(A) - CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION - WELLS FARGO & COMPANY/MN | dex3a.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 27, 2010
WELLS FARGO & COMPANY
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-2979 | No. 41-0449260 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
420 Montgomery Street, San Francisco, California 94104
(Address of Principal Executive Offices) (Zip Code)
1-866-249-3302
(Registrant’s telephone number, including area code)
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)) |
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 29, 2010, the Company filed with the Delaware Secretary of State a Certificate of Amendment of the Company’s Certificate of Incorporation which, effective upon filing, increased the number of shares of the Company’s common stock authorized for issuance from 6 billion to 9 billion.
The Certificate of Amendment of the Company’s Certificate of Incorporation is filed herewith as Exhibit 3(a) and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its annual meeting of stockholders on April 27, 2010. At the meeting, stockholders elected all 16 of the directors nominated by the Board of Directors and ratified the appointment of KPMG LLP as independent auditors for 2010. Each director 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, stockholders approved the compensation of the Company’s named executive officers as disclosed in the Company’s 2010 proxy statement and the amendment to the Company’s Certificate of Incorporation, and did not approve the four stockholder proposals presented at the meeting, as follows:
Election of Director Nominees
| Director |
For | Against | Abstentions | Broker Non-Votes | ||||
| John D. Baker II |
3,643,756,225 | 341,476,796 | 11,075,580 | 422,373,682 | ||||
| John S. Chen |
3,672,326,357 | 312,975,774 | 11,006,470 | 422,373,682 | ||||
| Lloyd H. Dean |
3,919,320,061 | 65,823,223 | 11,165,317 | 422,373,682 | ||||
| Susan E. Engel |
3,811,325,328 | 174,770,681 | 10,212,592 | 422,373,682 | ||||
| Enrique Hernandez, Jr. |
3,739,595,719 | 245,527,651 | 11,185,231 | 422,373,682 | ||||
| Donald M. James |
3,249,655,919 | 735,655,005 | 10,997,677 | 422,373,682 | ||||
| Richard D. McCormick |
3,808,536,157 | 177,384,094 | 10,388,350 | 422,373,682 | ||||
| Mackey J. McDonald |
3,640,074,216 | 345,657,704 | 10,576,681 | 422,373,682 | ||||
| Cynthia H. Milligan |
3,650,469,930 | 335,115,604 | 10,723,067 | 422,373,682 | ||||
| Nicholas G. Moore |
3,919,730,438 | 65,582,904 | 10,995,259 | 422,373,682 | ||||
| Philip J. Quigley |
2,851,391,780 | 1,131,895,836 | 13,020,985 | 422,373,682 | ||||
| Judith M. Runstad |
3,928,647,852 | 57,273,045 | 10,387,704 | 422,373,682 | ||||
| Stephen W. Sanger |
3,822,677,648 | 162,778,173 | 10,852,780 | 422,373,682 | ||||
| Robert K. Steel |
3,915,953,653 | 69,567,592 | 10,787,356 | 422,373,682 | ||||
| John G. Stumpf |
3,863,388,661 | 124,108,891 | 8,807,705 | 422,377,026 | ||||
| Susan G. Swenson |
3,777,775,657 | 208,609,175 | 9,923,769 | 422,373,682 | ||||
Proposal to Approve a Non-Binding Advisory Resolution Regarding the Compensation of the Company’s Named Executives
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 3,181,604,191 | 1,172,994,432 | 64,079,366 | 4,294 |
Proposal to Approve an Amendment to the Company’s Certificate of Incorporation
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 4,252,289,207 | 150,455,897 | 15,930,114 | 7,065 |
Proposal to Ratify the Appointment of KPMG LLP as Independent Auditors for 2010
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 4,305,615,706 | 102,604,218 | 10,462,359 | 0 |
Stockholder Proposal Regarding an Advisory Vote on Executive and Director Compensation
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 1,197,664,576 | 2,522,098,980 | 276,489,791 | 422,428,936 |
Stockholder Proposal Regarding a Policy to Require an Independent Chairman
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 1,072,646,453 | 2,909,912,609 | 13,733,565 | 422,389,656 |
Stockholder Proposal Regarding a Report on Charitable Contributions
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 173,931,488 | 3,089,565,549 | 732,800,272 | 422,384,974 |
Stockholder Proposal Regarding a Report on Political Contributions
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 913,023,682 | 2,304,679,802 | 778,598,825 | 422,379,974 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3(a) | Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on April 29, 2010, filed herewith | |
SIGNATURES
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 3, 2010 | WELLS FARGO & COMPANY | |||||
| By: | /S/ LAUREL A. HOLSCHUH | |||||
| Laurel A. Holschuh | ||||||
| Senior Vice President and Secretary | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 3(a) | Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on April 29, 2010, filed herewith | |