8-KLeadership ChangesShareholder MattersExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Executive Changes (Apr 26, 2013)

Filed April 26, 2013For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company filed an 8-K on April 26, 2013, detailing outcomes from its annual stockholder meeting held on April 23, 2013. The primary focus of this filing is the approval of the Amended and Restated Long-Term Incentive Compensation Plan (LTICP) by stockholders. This plan was enhanced to include an additional 150 million shares for awards and incorporated the company's Performance-Based Compensation Policy. Furthermore, the meeting confirmed the election of all 14 nominated directors, with each receiving a substantial majority of votes in favor of their election. Stockholders also provided advisory approval for the compensation of the company's named executives and ratified the appointment of KPMG LLP as the independent registered public accounting firm for 2013. However, two stockholder proposals, concerning lobbying policies and a review of mortgage servicing and foreclosure practices, did not receive majority approval.

Key Highlights

  • 1Stockholders approved the Amended and Restated Long-Term Incentive Compensation Plan (LTICP), increasing available shares by 150 million and integrating performance-based compensation.
  • 2All 14 director nominees were successfully elected, reflecting strong shareholder confidence in the current board.
  • 3Shareholders provided advisory approval for the compensation of Wells Fargo's named executive officers.
  • 4KPMG LLP was ratified as the company's independent registered public accounting firm for the fiscal year 2013.
  • 5Two stockholder proposals, related to lobbying policies and mortgage servicing/foreclosure practices, failed to gain majority support.
  • 6The filing confirms the date of the annual stockholder meeting as April 23, 2013, with outcomes reported on April 25, 2013.

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