8-KLeadership ChangesExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Executive Changes (Jan 7, 2019)

Filed January 7, 2019For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company (WFC) announced a change in its Board of Directors composition effective January 7, 2019. The company elected Wayne M. Hewett as a new independent director, increasing the board size to 13 members. Mr. Hewett has been appointed to the Human Resources Committee and the Risk Committee, both crucial areas for the company's governance. His prior banking and financial services transactions with Wells Fargo subsidiaries were conducted on standard terms, indicating no unusual conflicts of interest. In addition, long-time director Karen B. Peetz informed the board of her decision not to stand for re-election at the upcoming 2019 annual shareholder meeting. Ms. Peetz's retirement is driven by her desire to pursue other commitments and is not a result of any disagreements with the company's operations or policies. These board changes reflect Wells Fargo's ongoing efforts to manage its governance structure.

Key Highlights

  • 1Wayne M. Hewett appointed as a new independent director to the Board of Directors, effective January 7, 2019.
  • 2The election of Mr. Hewett increases the total number of directors on the Board to 13.
  • 3Mr. Hewett has been appointed to serve on the Human Resources Committee and the Risk Committee.
  • 4Mr. Hewett's prior financial dealings with Wells Fargo subsidiaries were on standard terms, consistent with arm's-length transactions.
  • 5Director Karen B. Peetz will retire from the Board at the 2019 annual shareholder meeting.
  • 6Ms. Peetz's retirement is voluntary and not due to any disagreements with the company.
  • 7New director Wayne M. Hewett will receive customary fees and equity awards, including a stock award valued at approximately $60,000, which vests immediately.

Frequently Asked Questions

Wayne M. Hewett has been elected as a new independent director to Wells Fargo's Board of Directors, effective January 7, 2019. He has been appointed to serve on the Board's Human Resources Committee and Risk Committee.

The filing states that Mr. Hewett and his affiliated entities had loan and banking transactions with Wells Fargo subsidiaries. These were conducted in the ordinary course of business on substantially the same terms as those available to unaffiliated customers, and did not involve more than the normal risk of collectability.

Karen B. Peetz has decided not to stand for re-election due to her desire to devote more time to other commitments and activities. The company clarified that her decision was not a result of any disagreement with Wells Fargo's operations, policies, or practices.

Mr. Hewett will receive customary fees and equity awards for serving as a director, in line with the company's non-employee director compensation program. This includes an immediate stock award valued at approximately $60,000 under the Long-Term Incentive Compensation Plan.