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EX-3.(A) - CERTIFICATE OF DESIGNATION FOR THE COMPANY'S 2017 ESOP - WELLS FARGO & COMPANY/MNd326741dex3a.htm

 

 

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): February 1, 2017

 

 

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.

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 February 1, 2017, 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 “2017 ESOP Cumulative Convertible Preferred Stock,” authorized 950,000 shares of 2017 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 2017 ESOP Cumulative Convertible Preferred Stock which are not fixed by the Company’s Restated Certificate of Incorporation.

The Certificate of Designation for the 2017 ESOP Cumulative Convertible Preferred Stock is filed herewith as Exhibit 3(a) and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

  3(a) Certificate of Designation for the Company’s 2017 ESOP Cumulative Convertible Preferred Stock, 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: February 2, 2017     WELLS FARGO & COMPANY
    By:   /s/ Anthony R. Augliera
      Anthony R. Augliera
      Senior Vice President and Secretary