8-KCorporate ChangesExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Bylaw Amendment (Sep 16, 2021)

Filed September 16, 2021For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company/MN (WFC) filed an 8-K on September 16, 2021, reporting administrative changes to its corporate charter concerning preferred stock. Specifically, the company filed certificates with the Delaware Secretary of State to eliminate the "Certificates of Designations" for two series of its preferred stock: Non-Cumulative Perpetual Class A Preferred Stock, Series O, and Non-Cumulative Perpetual Class A Preferred Stock, Series X. These actions effectively remove the specific terms and provisions associated with these preferred stock series from the company's Restated Certificate of Incorporation. These filings are primarily housekeeping items related to the company's capital structure and do not appear to represent a change in the company's ongoing business operations, financial performance, or strategic direction. Investors should note that these are technical amendments to corporate governance documents.

Key Highlights

  • 1Wells Fargo filed an 8-K on September 16, 2021, related to amendments to its articles of incorporation.
  • 2The company eliminated the Certificate of Designations for Non-Cumulative Perpetual Class A Preferred Stock, Series O.
  • 3The company also eliminated the Certificate of Designations for Non-Cumulative Perpetual Class A Preferred Stock, Series X.
  • 4These actions remove specific provisions related to these preferred stock series from the company's Restated Certificate of Incorporation.
  • 5The filings are effective upon their filing with the Delaware Secretary of State.
  • 6The exhibits filed include the Certificates of Elimination for Series O and Series X preferred stock.

Frequently Asked Questions

The main purpose of this 8-K filing is to formally remove the specific terms and designations of two series of preferred stock (Series O and Series X) from Wells Fargo's Restated Certificate of Incorporation. This is an administrative or housekeeping action.

Based on the information provided in this 8-K, these are technical amendments to corporate charter documents and are not expected to directly impact existing common shareholders, the company's financial performance, or its ongoing business operations.

Companies may eliminate Certificates of Designations for preferred stock when those series are no longer outstanding, have been redeemed, or if the company is simplifying its capital structure. This filing indicates that the specific terms governing Series O and Series X preferred stock are no longer relevant to the company's charter.

The official documentation, referred to as Exhibits 3.1 and 3.2, are the 'Certificate Eliminating the Certificate of Designations' for Series O and Series X preferred stock, respectively. These exhibits are filed with the 8-K and incorporated by reference.