Attached files
| file | filename |
|---|---|
| EX-3.1 - EX-3.1 - WELLS FARGO & COMPANY/MN | d510979dex31.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 27, 2018
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)
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 27, 2018, the Board of Directors of Wells Fargo & Company (the “Company”) amended and restated the Company’s By-Laws (the “By-Laws”), effective March 1, 2018, to reduce the percentage ownership threshold required for record holders of the Company’s outstanding common stock to request the Company to call a special meeting of stockholders from 25% to 20% (By-Laws Section 3.3(a)).
The foregoing summary of the amendment to the By-Laws is qualified in its entirety by reference to the actual text of the By-Laws, a copy of which is filed herewith as Exhibit 3.1 and is incorporated by reference into this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
Location |
||||
| 3.1 | By-Laws of Wells Fargo & Company, as amended through March 1, 2018 | Filed herewith | ||||
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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.
| Dated: March 1, 2018 | WELLS FARGO & COMPANY | |||||
| By: | /s/ Anthony R. Augliera | |||||
| Anthony R. Augliera | ||||||
| Deputy General Counsel and Secretary | ||||||
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