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): April 25, 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) |
(IRS 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)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
| Emerging growth company | ☐ | |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | ||
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
Wells Fargo & Company (the “Company”) held its annual meeting of stockholders on April 25, 2017. At the meeting, stockholders elected all 15 of the directors nominated by the Board of Directors as 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, on an advisory basis, the compensation of the Company’s named executives as disclosed in the Company’s 2017 proxy statement; voted, on an advisory basis, to have future votes on named executives’ compensation every year; and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2017. The stockholders did not approve the six stockholder proposals presented at the meeting. The final voting results for each item presented at the meeting are set forth below.
Election of Director Nominees
| DIRECTOR |
FOR |
%1 |
AGAINST |
ABSTENTIONS |
BROKER NON-VOTES |
|||||||||||||||
|
John D. Baker II |
2,729,763,267 | 69.77 | % | 1,182,903,234 | 124,298,432 | 483,111,471 | ||||||||||||||
|
John S. Chen |
2,745,927,486 | 70.18 | % | 1,166,755,750 | 124,282,395 | 483,110,773 | ||||||||||||||
|
Lloyd H. Dean |
2,411,263,933 | 61.64 | % | 1,500,662,316 | 125,039,382 | 483,110,773 | ||||||||||||||
|
Elizabeth A. Duke |
3,030,684,932 | 75.42 | % | 987,687,991 | 18,592,010 | 483,111,471 | ||||||||||||||
|
Enrique Hernandez, Jr. |
2,109,344,577 | 52.53 | % | 1,905,974,532 | 21,645,824 | 483,111,471 | ||||||||||||||
|
Donald M. James |
3,028,059,585 | 77.44 | % | 882,312,048 | 126,593,998 | 483,110,773 | ||||||||||||||
|
Cynthia H. Milligan |
2,291,687,597 | 57.07 | % | 1,724,207,858 | 21,069,478 | 483,111,471 | ||||||||||||||
|
Karen B. Peetz |
3,970,463,707 | 98.67 | % | 53,389,755 | 13,117,325 | 483,105,617 | ||||||||||||||
|
Federico F. Peña |
2,160,445,629 | 53.77 | % | 1,857,518,897 | 19,000,407 | 483,111,471 | ||||||||||||||
|
James H. Quigley |
2,625,203,822 | 65.35 | % | 1,392,143,104 | 19,618,008 | 483,111,471 | ||||||||||||||
| 1 | Votes cast for the director nominee as a percentage of total votes cast for and against. |
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|
Stephen W. Sanger |
2,231,533,953 | 55.54 | % | 1,786,327,462 | 19,104,216 | 483,110,773 | ||||||||||||||
|
Ronald L. Sargent |
3,966,653,965 | 98.59 | % | 56,692,796 | 13,624,026 | 483,105,617 | ||||||||||||||
|
Timothy J. Sloan |
3,968,976,784 | 98.60 | % | 56,221,016 | 11,773,685 | 483,104,919 | ||||||||||||||
|
Susan G. Swenson |
2,636,143,234 | 67.37 | % | 1,276,842,225 | 123,979,474 | 483,111,471 | ||||||||||||||
|
Suzanne M. Vautrinot |
3,190,853,962 | 79.48 | % | 823,597,219 | 22,513,752 | 483,111,471 | ||||||||||||||
Advisory Resolution to Approve Executive Compensation
| FOR | %2 | AGAINST | ABSTENTIONS |
BROKER NON-VOTES | ||||
| 3,875,615,146 | 96.00% | 126,489,976 | 34,859,409 | 483,111,872 | ||||
Advisory Proposal on the Frequency (Every 1, 2, or 3 Years) of Future Advisory Votes to Approve Executive Compensation
| EVERY YEAR | % 2 | 2 YEARS | 3 YEARS | ABSTENTIONS |
BROKER NON-VOTES | |||||
|
3,706,594,433 |
91.82% | 15,624,670 | 301,117,420 | 13,412,056 | 483,327,825 | |||||
In accordance with the Board of Directors’ recommendation and the voting results on this advisory proposal, the Company will hold an annual advisory vote to approve the compensation of its named executives.
Ratify the Appointment of KPMG LLP as Independent Registered Public Accounting Firm for 2017
| FOR | % 2 | AGAINST | ABSTENTIONS |
BROKER NON-VOTES | ||||
|
4,363,263,834 |
96.53% | 141,085,305 | 15,726,843 | 422 | ||||
| 2 | Votes cast for the proposal as a percentage of total votes cast for and against and abstentions. |
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Stockholder Proposal – Retail Banking Sales Practices Report
| FOR | % 2 | AGAINST | ABSTENTIONS |
BROKER NON-VOTES | ||||
| 878,470,495 | 21.76% | 3,132,915,951 | 25,585,461 | 483,104,497 | ||||
Stockholder Proposal – Cumulative Voting
| FOR | % 2 | AGAINST | ABSTENTIONS |
BROKER NON-VOTES | ||||
| 334,453,464 | 8.28% | 3,671,465,851 | 31,045,236 | 483,111,854 | ||||
Stockholder Proposal – Divesting Non-Core Business Report
| FOR | % 2 | AGAINST | ABSTENTIONS |
BROKER NON-VOTES | ||||
| 119,381,285 | 2.96% | 3,859,845,235 | 57,742,831 | 483,107,054 | ||||
Stockholder Proposal – Gender Pay Equity Report
| FOR | % 2 | AGAINST | ABSTENTIONS |
BROKER NON-VOTES | ||||
| 606,997,671 | 15.04% | 3,191,747,546 | 238,223,435 | 483,107,752 | ||||
Stockholder Proposal – Lobbying Report
| FOR | % 2 | AGAINST | ABSTENTIONS |
BROKER NON-VOTES | ||||
| 331,678,458 | 8.22% | 3,622,957,802 | 82,332,090 | 483,108,054 | ||||
Stockholder Proposal – Indigenous Peoples’ Rights Policy
| FOR | % 2 | AGAINST | ABSTENTIONS |
BROKER NON-VOTES | ||||
| 681,193,234 | 16.87% | 3,102,417,791 | 253,358,325 | 483,107,054 | ||||
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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.
| WELLS FARGO & COMPANY | ||||||
| DATED: April 28, 2017 | By: | /s/ Anthony R. Augliera | ||||
| Anthony R. Augliera | ||||||
| Senior Vice President and Corporate Secretary | ||||||
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