8-KCorporate ChangesExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Bylaw Amendment (Jun 29, 2023)

Filed June 29, 2023For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company/MN (WFC) has filed an 8-K report detailing amendments to its By-Laws, effective July 1, 2023. These amendments primarily focus on enhancing the procedural mechanics and disclosure requirements for business proposals and director nominations submitted by stockholders. Key changes include requiring more detailed background information on proposing stockholders and nominees, clarifying solicitation disclosure, and updating requirements for proxy statement delivery to ensure compliance with regulatory rules like Rule 14a-19. Additionally, the revised By-Laws address procedural aspects of adjourned meetings, remove the requirement for a physical stockholder list at meetings, and mandate the use of a non-white proxy card for solicitations. The company has also opted out of a specific provision of Delaware General Corporation Law regarding written notice delivery and modified the conditions under which emergency by-laws can be activated. These changes are designed to streamline corporate governance processes and provide greater clarity for both the company and its shareholders.

Key Highlights

  • 1Wells Fargo's Board of Directors adopted amended and restated By-Laws effective July 1, 2023.
  • 2Amendments enhance procedural mechanics and disclosure requirements for stockholder-submitted business proposals and director nominations.
  • 3Increased disclosure required from proposing stockholders, including background information and plans related to regulatory notifications.
  • 4Nominee requirements now include consent to background checks and willingness to interview with the Board.
  • 5Updated rules for proxy solicitations, including confirmation of intent to deliver proxy statements to a significant percentage of voting power.
  • 6Eliminated the requirement for a physical stockholder list to be available at meetings.
  • 7Mandated the use of a non-white proxy card color for any stockholder directly or indirectly soliciting proxies.

Frequently Asked Questions

The primary purpose of these amendments is to enhance the procedural mechanics and disclosure requirements related to business proposals and director nominations submitted by stockholders. This aims to bring greater clarity, transparency, and compliance with evolving regulatory standards for such submissions.

Stockholders will need to provide more detailed background information about themselves, any proposed nominees, and the business being proposed. This includes disclosing plans that might require regulatory notifications and confirming that nominees consent to background checks and interviews. There are also new requirements regarding the delivery of proxy statements to other stockholders.

Yes, the By-Laws now require specific disclosures about the nature of a solicitation and its participants. For solicitations subject to Rule 14a-19, a confirmation of intent to deliver a proxy statement to at least 67% of the voting power is required. Also, any stockholder soliciting proxies must use a proxy card that is not white.

Wells Fargo has opted out of Section 116 of the DGCL. This means that while the DGCL may permit other methods, notices and other documents provided by stockholders to the Company under the By-Laws must be delivered in writing.