Wells Fargo Files Additional Proxy Materials

TL;DR

WF proxy update filed, shareholders get more info for annual meeting.

AI Summary

Wells Fargo & Company filed a Definitive Additional Materials proxy statement on April 5, 2024. This filing is related to their annual meeting and provides additional information beyond the preliminary proxy statement. The company is incorporated in Delaware and headquartered in San Francisco, California.

Why It Matters

This filing provides shareholders with updated or supplementary information regarding the company's annual meeting, which is crucial for informed voting on corporate matters.

Risk Assessment

Risk Level: low — This is a routine proxy filing providing additional information to shareholders, not indicating any immediate financial or operational risks.

Key Players & Entities

• WELLS FARGO & COMPANY/MN (company) — Registrant
• 420 MONTGOMERY STREET (company) — Business Address
• SAN FRANCISCO (company) — Business City
• DE (company) — State of Incorporation

FAQ

Key Financial Figures

• $24.5M — ent 113.5% Target Variable Compensation $24.5M Total Variable Compensation $27.8M CEO
• $27.8M — tion $24.5M Total Variable Compensation $27.8M CEO Total Variable Compensation(3) (1)
• $1.3M — inal 2023 Total Variable Compensation - $1.3M $26.5M Similar to last year, in decidin
• $26.5M — 023 Total Variable Compensation - $1.3M $26.5M Similar to last year, in deciding to ex

Filing Documents

• wfc_investorpresentation.htm (DEFA14A) — 30KB
• wfc_investorpresentation001.jpg (GRAPHIC) — 104KB
• wfc_investorpresentation002.jpg (GRAPHIC) — 37KB
• wfc_investorpresentation003.jpg (GRAPHIC) — 159KB
• wfc_investorpresentation004.jpg (GRAPHIC) — 263KB
• wfc_investorpresentation005.jpg (GRAPHIC) — 190KB
• wfc_investorpresentation006.jpg (GRAPHIC) — 194KB
• wfc_investorpresentation007.jpg (GRAPHIC) — 209KB
• wfc_investorpresentation008.jpg (GRAPHIC) — 239KB
• wfc_investorpresentation009.jpg (GRAPHIC) — 272KB
• wfc_investorpresentation010.jpg (GRAPHIC) — 265KB
• wfc_investorpresentation011.jpg (GRAPHIC) — 235KB
• wfc_investorpresentation012.jpg (GRAPHIC) — 278KB
• 0000072971-24-000106.txt ( ) — 3399KB

From the Filing

wfc_investorpresentation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 Wells Fargo & Company (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 © 2024 Wells Fargo Bank, N.A. All rights reserved. Investor Presentation Spring 2024 Executive Summary Wells Fargo conducted extensive shareholder engagement efforts following the 2023 Annual Meeting, which have informed the Company's and the Board's decision-making Following shareholder engagement, our Board has taken responsive actions regarding the majority- supported 2023 shareholder proposals. In particular, we enhanced our disclosures regarding board oversight of human capital management and risks, culture and ethics as well as our framework for workplace harassment and discrimination. The Board also leveraged the results of the third-party Racial Equity Assessment (REA), which is publicly available on our website, to inform our response to the proposal on Efforts to Prevent Workplace Harassment and Discrimination Collectively, our Board and its committees oversee the topics raised in our 2024 shareholder proposals and review and discuss those topics on a regular basis. Our Board has thoughtfully considered and responded to this year's shareholder proposals, including those that have been resubmitted from prior years Our executive compensation program is designed to deliver long-term shareholder value with sound risk management discipline, and its structure reflects extensive engagement with shareholders over multiple years 2 Shareholder Engagement Summary Following our 2023 Annual Meeting, we engaged with investors in fall 2023, and again after the December 2023 publication of our Racial Equity Assessment (see "Shareholder Engagement" beginning on page 1 of our proxy statement). Fall 2023 Engagement 54% Total contacted* 51% Total engaged* Key Topics Discussed Responsiveness to Shareholder Proposals Potential actions that could be taken in response to the shareholder proposals that passed at our 2023 Annual Meeting, which directly informed the Company's responses disclosed in our 2024 proxy statement (see slides 4 and 5) Corporate Governance Interest in (1) better understanding the Board's role in overseeing key areas such as risk and regulatory matters and (2) more information regarding the Company's lobbying activities; we are responding by continuing to enhance disclosures related to the Board's risk and regulatory oversight role and responsibilities and our lobbying activities (see our Statements in Opposition to proposals 10, 11 and 12) DE&I and Human Capital A shareholder proposal on employees' freedom of association and collective bargaining was voted on at our 2023 Annual Meeting but did not receive majority support; a similar proposal will be voted on in 2024 and, in response to feedback, we added additional disclosures regarding Board oversight of human capital matters, as well as our position on freedom of association and collective bargaining and the Company's actions to respect these rights (see our Statement in Opposition to proposal 7) Executive Compensation Our executive compensation program and the significant enhancements made by the Board's HRC over the past few years, highlighted by the positive support for the program and 2023 Say on Pay vote, which received ~92% support (see slide 10) Sustainability Shareholder proposals relating to climate topics were voted on at our 2023 Annual Meeting but did not receive majority support; proposals on these topics will be voted on in 2024 and, based on our progress, evolving regulatory standards and shareholder feedback, we continue to refine our disclosures regarding climate (see our Statements in Opposition to proposals 9 and 10) REA Engagement Key Topics Discussed Responsiveness to Shareholder Proposals Enhanced disclosures about the Board's oversight of human capital management and the Company's framework to prevent and address harassment and discrimination, including consequential changes to our policies and practices in response to the REA (see slides 4 and 5) REA Depth and breadth of the assessment, as well as our next steps for reviewing and addressing the recommendations included in the REA (see slide 7 and our Statement in Opposition to proposal 6) 29% Total contacte

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View this DEFA14A filing on SEC EDGAR