8-KCorporate Changes

WELLS FARGO & COMPANY/MN 8-K Report, Bylaw Amendment (Sep 18, 2018)

Filed September 18, 2018For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

This 8-K filing by Wells Fargo & Company reports on a corporate action related to its preferred stock. Specifically, the company has filed a Certificate Eliminating the Certificate of Designations for its 8.00% Non-Cumulative Perpetual Class A Preferred Stock, Series J. This action effectively removes the provisions associated with this specific series of preferred stock from the company's Restated Certificate of Incorporation. This filing is primarily a procedural update and does not appear to indicate any immediate financial impact or change in the company's overall operational strategy. Investors should note that this action relates to a specific class of preferred stock and its elimination from the company's charter. The underlying reasons for this elimination are not detailed in this specific filing, but it suggests a streamlining or simplification of the company's capital structure concerning preferred stock issuances.

Key Highlights

  • 1Wells Fargo & Company filed an 8-K on September 18, 2018, related to corporate governance.
  • 2The company filed a Certificate Eliminating the Certificate of Designations for its 8.00% Non-Cumulative Perpetual Class A Preferred Stock, Series J.
  • 3This action formally removes the provisions of this specific preferred stock series from the company's Restated Certificate of Incorporation.
  • 4The effective date of this elimination was upon the filing with the Delaware Secretary of State on September 18, 2018.
  • 5The Certificate of Designations for this preferred stock series was originally filed on December 30, 2008.
  • 6The filing is considered an amendment to the company's articles of incorporation.
  • 7Exhibit 3.1, the Certificate Eliminating the Certificate of Designations, is included with the filing.

Frequently Asked Questions

The main purpose of this filing is to report a change in Wells Fargo's corporate structure. Specifically, it announces the elimination of the Certificate of Designations for a particular series of preferred stock (8.00% Non-Cumulative Perpetual Class A Preferred Stock, Series J) from the company's charter.

Eliminating the Certificate of Designations means that all terms and conditions associated with the 8.00% Non-Cumulative Perpetual Class A Preferred Stock, Series J, are removed from Wells Fargo's Restated Certificate of Incorporation. This simplifies the company's capital structure by removing this specific series of preferred stock from its formal corporate documents.

This filing is primarily a procedural and corporate governance update. It does not, on its own, suggest any immediate financial impact or change in the company's ongoing operations or financial performance. It signifies a change in the company's charter related to a specific past preferred stock issuance.

The original filing date of December 30, 2008, indicates when the 8.00% Non-Cumulative Perpetual Class A Preferred Stock, Series J, was initially established and its terms were set forth in its Certificate of Designations, filed with the Delaware Secretary of State. The current filing marks the formal removal of those provisions.