8-KCorporate ChangesExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Bylaw Amendment (Mar 26, 2015)

Filed March 26, 2015For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

This Form 8-K filing by Wells Fargo & Company (WFC) on March 26, 2015, primarily announces an amendment to its Certificate of Incorporation. Specifically, on March 25, 2015, the company filed a Certificate of Designation with the Delaware Secretary of State. This filing effectively created and designated a new series of preferred stock: the "2015 ESOP Cumulative Convertible Preferred Stock." This new series of preferred stock authorizes the issuance of 826,598 shares. The filing details the voting powers, preferences, and other rights associated with this stock, which are not already defined in the company's Restated Certificate of Incorporation. While this is a procedural corporate action, it signals potential future uses of this preferred stock, possibly related to employee stock ownership plans (ESOPs) or other strategic financing initiatives.

Key Highlights

  • 1Wells Fargo & Company filed a Form 8-K on March 26, 2015, effective March 25, 2015.
  • 2The company filed a Certificate of Designation with the Delaware Secretary of State.
  • 3A new series of preferred stock, "2015 ESOP Cumulative Convertible Preferred Stock," has been authorized.
  • 4826,598 shares of this new preferred stock are authorized for issuance.
  • 5The filing outlines the specific rights, preferences, and qualifications of this new preferred stock series.
  • 6This action is an amendment to the company's Restated Certificate of Incorporation.
  • 7The Certificate of Designation is provided as an exhibit to the filing.

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