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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): November 29, 2011
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) | |||
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)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 29, 2011, the Company filed with the Delaware Secretary of State a Certificate Eliminating the Certificate of Designations for the Company’s Non-Cumulative Perpetual Preferred Stock, Series A, which, effective upon filing, eliminated from the Company’s Restated Certificate of Incorporation all matters set forth in the Certificate of Designations for the Non-Cumulative Perpetual Preferred Stock, Series A, filed with the Delaware Secretary of State on May 19, 2008.
On November 29, 2011, the Company also filed with the Delaware Secretary of State a Certificate Eliminating the Certificate of Designations for the Company’s Non-Cumulative Perpetual Preferred Stock, Series B, which, effective upon filing, eliminated from the Company’s Restated Certificate of Incorporation all matters set forth in the Certificate of Designations for the Non-Cumulative Perpetual Preferred Stock, Series B, filed with the Delaware Secretary of State on September 10, 2008.
The Certificate Eliminating the Certificate of Designations for the Company’s Non-Cumulative Perpetual Preferred Stock, Series A, and the Certificate Eliminating the Certificate of Designations for the Company’s Non-Cumulative Perpetual Preferred Stock, Series B, are filed herewith as Exhibits 3(a) and 3(b), respectively, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 3(a) | Certificate Eliminating the Certificate of Designations for the Company’s Non-Cumulative Perpetual Preferred Stock, Series A, filed herewith |
| 3(b) | Certificate Eliminating the Certificate of Designations for the Company’s Non-Cumulative Perpetual Preferred Stock, Series B, filed herewith |
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: November 30, 2011 | WELLS FARGO & COMPANY | |||||
| By: | /s/ Barbara S. Brett | |||||
| Barbara S. Brett | ||||||
| Senior Vice President and Assistant Treasurer | ||||||