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): January 8, 2014

WELLS FARGO & COMPANY

(Exact name of registrant as specified in its charter)

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:

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Article FOURTH of the Restated Certificate of Incorporation, as amended, of Wells Fargo & Company (the “Company”) authorizes the issuance from time to time of shares of Preferred Stock, without par value. On January 8, 2014, the Company filed with the Delaware Secretary of State a Certificate of Designation which, effective upon filing, designated a series of such Preferred Stock as “2014 ESOP Cumulative Convertible Preferred Stock,” authorized 1,217,000 shares of 2014 ESOP Cumulative Convertible Preferred Stock, and set forth the voting powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the 2014 ESOP Cumulative Convertible Preferred Stock which are not fixed by the Company’s Restated Certificate of Incorporation.

On January 8, 2014, the Company filed with the Delaware Secretary of State a Certificate Eliminating the Certificate of Designations with respect to the Company’s 2004 ESOP Cumulative Convertible Preferred Stock which, effective upon filing, eliminated from the Company’s Restated Certificate of Incorporation all matters set forth in the Certificate of Designations for the 2004 ESOP Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on March 10, 2004.

The Certificate of Designation for the 2014 ESOP Cumulative Convertible Preferred Stock and the Certificate Eliminating the Certificate of Designations with respect to the Company’s 2004 ESOP Cumulative Convertible Preferred Stock 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

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.