8-KLeadership ChangesCorporate ChangesOther Events+1

WELLS FARGO & COMPANY/MN 8-K Report, Executive Changes (Dec 4, 2006)

Filed December 4, 2006For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company (WFC) filed an 8-K report on December 4, 2006, detailing significant corporate governance changes and executive agreements. The report announces amendments to the company's By-Laws concerning voting standards for director elections and other stockholder matters, moving towards a majority vote standard for most issues while retaining plurality for director elections under specific notice conditions. Additionally, the company has revised its Corporate Governance Guidelines to implement a director resignation policy, requiring directors to tender irrevocable resignations that become effective if they fail to receive the required votes for election. These changes aim to enhance corporate accountability and shareholder responsiveness.

Key Highlights

  • 1Amendment to By-Laws changed voting standards for director elections to a majority vote standard, except in cases of shareholder nominations meeting specific notice requirements.
  • 2Standard for most stockholder matters (excluding director elections and By-Law amendments) changed from a majority of outstanding shares to a majority of shares present or represented at the meeting.
  • 3Implemented a policy requiring directors to tender irrevocable resignations if they fail to receive the required vote for election.
  • 4The Governance and Nominating Committee will review tendered director resignations and recommend acceptance or rejection to the Board.
  • 5Mark C. Oman's severance agreement, originally tied to a change of control, was mutually cancelled, removing future obligations for both parties.
  • 6The company terminated its Supplemental Long-Term Disability Plan for Richard M. Kovacevich, which provided coverage for base salary exceeding $500,000.

Frequently Asked Questions

The most significant change is the amendment to the company's By-Laws and Corporate Governance Guidelines regarding director elections and stockholder matters. This includes a shift towards a majority vote standard for director elections and a new policy requiring directors to tender their resignation if they fail to receive the necessary shareholder votes.

Under the amended By-Laws, a nominee for director will be elected if the votes cast for them exceed the votes cast against them. However, a plurality of votes cast will still elect directors if a shareholder has made a proper nomination in accordance with advance notice requirements.

The mutual cancellation of Mark C. Oman's severance agreement means that neither he nor Wells Fargo has any further rights, obligations, or liabilities to each other under that specific agreement. This removes any potential severance payments tied to a change of control for Mr. Oman.

The termination of this supplemental plan means that Richard M. Kovacevich will no longer receive extended disability coverage for his base salary exceeding the $500,000 maximum covered by the standard Long-Term Disability Plan. This aligns his disability coverage with the standard plan.