8-KLeadership ChangesExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Executive Changes (Oct 17, 2019)

Filed October 17, 2019For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company (WFC) announced on October 17, 2019, the election of Richard B. Payne, Jr. to its Board of Directors. Mr. Payne's appointment, effective immediately, increases the Board size to 14 members and is considered a significant addition given his extensive experience in wholesale and corporate banking across major financial institutions, including U.S. Bancorp, National City Corporation, and predecessor companies of other large banks. He has been appointed to the Board's Credit Committee, a move that should be viewed positively by investors as it brings seasoned expertise in credit risk management to the forefront of the company's governance. Mr. Payne's election is aligned with the company's director compensation program, which includes an immediate stock award valued at approximately $105,000, vesting on the date of grant. This equity component aligns his interests with shareholders. Notably, the company's Corporate Governance Guidelines accommodate the election of directors past the typical retirement age of 72 under exceptional circumstances, and the Board anticipates nominating Mr. Payne for re-election at the 2020 annual meeting, citing his valuable banking and regulatory experience as being in the best interest of the company and its stockholders.

Key Highlights

  • 1Wells Fargo & Company (WFC) appointed Richard B. Payne, Jr. to its Board of Directors, effective October 17, 2019.
  • 2The election of Mr. Payne increases the Board size to 14 directors.
  • 3Mr. Payne has been appointed to serve on the Board's Credit Committee.
  • 4He brings extensive experience from senior roles at U.S. Bancorp, National City Corporation, and other major financial institutions.
  • 5Mr. Payne will receive customary director compensation, including an immediate stock award valued at approximately $105,000, which vests on the date of grant.
  • 6The company anticipates nominating Mr. Payne for re-election at the 2020 annual meeting, despite his age, due to his specialized banking and regulatory expertise.

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