8-KLeadership ChangesOther EventsExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Executive Changes (Aug 15, 2017)

Filed August 15, 2017For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company filed an 8-K on August 15, 2017, to report significant changes in its Board of Directors. Notably, Juan A. Pujadas was elected as a new independent director, effective September 1, 2017, and will serve on the Risk, Credit, and Finance Committees. His appointment increases the Board size to 16 directors. Investors should note that while Mr. Pujadas is considered independent, an affiliated entity of a family member has had ordinary course of business transactions with Wells Fargo subsidiaries, all on standard terms. This filing also announces the upcoming retirement of three current directors—Stephen W. Sanger, Cynthia H. Milligan, and Susan G. Swenson—effective December 31, 2017. These retirements are not due to any disagreements with the company. Furthermore, the Board has elected Elizabeth A. Duke as the new independent Chair, succeeding Stephen W. Sanger, effective January 1, 2018. The company also indicated that additional changes to Board committee leadership and composition were announced. These leadership transitions, particularly the appointment of a new independent Chair, signal a move towards enhanced corporate governance following a period of scrutiny for the company.

Key Highlights

  • 1Juan A. Pujadas elected as a new independent director, effective September 1, 2017.
  • 2Mr. Pujadas will serve on the Board's Risk, Credit, and Finance Committees.
  • 3The Board size will increase to 16 directors upon Mr. Pujadas's appointment.
  • 4Three current directors (Stephen W. Sanger, Cynthia H. Milligan, Susan G. Swenson) will retire on December 31, 2017.
  • 5Retirements are not due to disagreements with the company.
  • 6Elizabeth A. Duke elected as the independent Chair of the Board, effective January 1, 2018, succeeding Stephen W. Sanger.
  • 7Changes in Board committee leadership and composition were also announced.

Frequently Asked Questions

Juan A. Pujadas has been elected as a new independent director to Wells Fargo's Board, effective September 1, 2017. While specific professional background details beyond his independence and committee appointments are not provided in this 8-K, the filing notes that his family has had ordinary course of business financial transactions with Wells Fargo subsidiaries.

Stephen W. Sanger, Cynthia H. Milligan, and Susan G. Swenson are retiring from the Board on December 31, 2017. The company explicitly states these decisions are not due to any disagreements regarding operations, policies, or practices. Their departure, along with the election of new directors and a new Chair, represents a significant refreshment of the Board's composition.

Elizabeth A. Duke has been elected as the new independent Chair of the Board, succeeding Stephen W. Sanger. This transition will be effective January 1, 2018.

Juan A. Pujadas will receive customary fees and equity awards for serving as a director, in line with Wells Fargo's non-employee director compensation program. This includes a stock award on September 1, 2017, with a fair market value of approximately $120,000, which vests immediately.