8-KLeadership ChangesOther EventsExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Executive Changes (Apr 11, 2017)

Filed April 11, 2017For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company (WFC) filed an 8-K on April 11, 2017, detailing significant actions related to the ongoing fallout from its retail banking sales practices scandal. The Board of Directors has decided to claw back approximately $28 million in compensation from former CEO John G. Stumpf and forfeit all outstanding stock options, valued at approximately $47 million, from former Senior Executive Vice President Carrie L. Tolstedt. These actions reflect the Board's response to findings from an independent investigation into the sales practices. Furthermore, the filing incorporates by reference the report of the Board's independent directors on the sales practices investigation, along with related press releases issued on April 10, 2017. This 8-K signifies a critical step in accountability for past misconduct and provides investors with updated information on the company's efforts to address the scandal and its ramifications.

Key Highlights

  • 1Wells Fargo is clawing back approximately $28 million in compensation from former CEO John G. Stumpf.
  • 2All outstanding stock options, valued at approximately $47 million, are being forfeited by former Senior Executive Vice President Carrie L. Tolstedt.
  • 3These clawbacks and forfeitures are a direct response to findings from an independent investigation into the company's retail banking sales practices.
  • 4The Board of Directors' independent directors have issued a report detailing the findings of the sales practices investigation.
  • 5The company has incorporated by reference the investigation report and related press releases into the 8-K filing.
  • 6The date of the earliest event reported is April 7, 2017.

Frequently Asked Questions

The company will claw back approximately $28 million from former CEO John G. Stumpf. This amount represents the value at the time of distribution in March 2016 of shares issued to him following the vesting of his Performance Share award granted on March 8, 2013. The clawback may be effected through compensation that would otherwise be paid to him.

All of Ms. Tolstedt's outstanding stock options, valued at approximately $47 million based on the April 7, 2017 closing price of the company's common stock, will be forfeited.

The report from the Board's independent directors details the findings of an independent investigation into the company's retail banking sales practices and related matters. This report, along with related press releases, is incorporated into the 8-K filing and provides transparency on the findings that led to the compensation actions.

The Board of Directors made the determination to claw back compensation on April 7, 2017, which is also reported as the date of the earliest event in this filing. The filing itself was made on April 10, 2017.