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EX-99.1 - NEWS RELEASE - WELLS FARGO & COMPANY/MNd247648dex991.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): October 25, 2011

 

 

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)

 

(I.R.S. Employer

Identification No.)

420 Montgomery Street, San Francisco, California 94163

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

On October 25, 2011, the board of directors (the “Board”) of Wells Fargo & Company (the “Company”) elected Federico F. Peña to the Company’s Board, effective November 1, 2011. Mr. Peña will be considered an independent director under the New York Stock Exchange’s corporate governance listing standards and the Company’s Corporate Governance Guidelines. He has been appointed to serve on the Board’s Audit and Examination Committee.

Mr. Peña will receive customary fees and equity awards from the Company for serving as a director in accordance with the Company’s non-employee director compensation program as described in the Company’s 2011 proxy statement filed with the Securities and Exchange Commission on March 21, 2011. Under the non-employee director compensation program, Mr. Peña will automatically be granted a stock award on November 1, 2011 under the Company’s Long-Term Incentive Compensation Plan of shares of Company common stock having a fair market value of approximately $70,000. The number of shares of Company common stock subject to the stock award will be determined by dividing the award value by the closing price of Company common stock on November 1, 2011, rounded up to the nearest whole share. The stock award vests in full on the date of grant. Additional information regarding equity awards under the non-employee director compensation program is set forth in Exhibit 10(x) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

The Company’s news release (the “News Release”) announcing the election of Mr. Peña to the Board is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 5.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

  99.1   The News Release


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: October 26, 2011   WELLS FARGO & COMPANY
  By:  

/s/ Laurel A. Holschuh

    Laurel A. Holschuh
    Senior Vice President and Secretary


EXHIBIT INDEX

 

Exhibit Number

  

Description of Exhibit

99.1    The News Release