UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 26, 2016
WELLS FARGO & COMPANY
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-2979 | No. 41-0449260 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
420 Montgomery Street, San Francisco, California 94104
(Address of Principal Executive Offices) (Zip Code)
1-866-249-3302
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
Wells Fargo & Company (the “Company”) held its annual meeting of stockholders on April 26, 2016. At the meeting, stockholders elected all 15 of the directors nominated by the Board of Directors as each director received a greater number of votes cast “for” his or her election than votes cast “against” his or her election as reflected below. In addition, stockholders approved, on an advisory basis, the compensation of the Company’s named executives as disclosed in the Company’s 2016 proxy statement and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2016. The stockholders did not approve the two stockholder proposals presented at the meeting. The final voting results for each item presented at the meeting are set forth below.
Election of Director Nominees
| Director |
FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES |
||||||||||||
| John D. Baker II |
3,934,543,202 | 34,479,461 | 12,568,635 | 502,033,531 | ||||||||||||
| Elaine L. Chao |
3,923,443,514 | 46,249,710 | 11,898,075 | 502,033,531 | ||||||||||||
| John S. Chen |
3,841,899,531 | 126,937,130 | 12,754,638 | 502,033,531 | ||||||||||||
| Lloyd H. Dean |
3,918,941,944 | 49,190,380 | 13,458,975 | 502,033,531 | ||||||||||||
| Elizabeth A. Duke |
3,950,333,204 | 19,531,637 | 11,726,457 | 502,033,531 | ||||||||||||
| Susan E. Engel |
3,916,262,666 | 53,760,592 | 11,568,041 | 502,033,531 | ||||||||||||
| Enrique Hernandez, Jr. |
3,887,868,279 | 81,091,476 | 12,631,543 | 502,033,531 | ||||||||||||
| Donald M. James |
3,923,619,286 | 44,922,929 | 13,049,083 | 502,033,531 | ||||||||||||
| Cynthia H. Milligan |
3,893,476,439 | 75,628,273 | 12,486,586 | 502,033,531 | ||||||||||||
| Federico F. Peña |
3,939,728,138 | 28,278,614 | 13,584,547 | 502,033,531 | ||||||||||||
| James H. Quigley |
3,947,683,768 | 21,214,901 | 12,692,629 | 502,033,531 | ||||||||||||
| Stephen W. Sanger |
3,907,704,954 | 60,730,482 | 13,155,862 | 502,033,531 | ||||||||||||
| John G. Stumpf |
3,761,879,939 | 199,397,229 | 20,314,131 | 502,033,531 | ||||||||||||
| Susan G. Swenson |
3,782,689,184 | 186,485,104 | 12,417,010 | 502,033,531 | ||||||||||||
| Suzanne M. Vautrinot |
3,951,409,567 | 18,220,003 | 11,961,728 | 502,033,531 | ||||||||||||
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Advisory Resolution to Approve Executive Compensation
| FOR |
AGAINST |
ABSTENTIONS |
BROKER NON-VOTES | |||
| 3,831,009,906 | 114,443,586 | 36,124,488 | 502,046,850 |
Ratify the Appointment of KPMG LLP as Independent Registered Public Accounting Firm for 2016
| FOR |
AGAINST |
ABSTENTIONS |
BROKER NON-VOTES | |||
| 4,420,593,459 | 53,813,294 | 9,218,077 | 0 |
Stockholder Proposal to Adopt a Policy to Require an Independent Chairman
| FOR |
AGAINST |
ABSTENTIONS |
BROKER NON-VOTES | |||
| 680,482,629 | 3,274,840,138 | 26,254,612 | 502,047,450 |
Stockholder Proposal to Provide a Report on the Company’s Lobbying Policies and Practices
| FOR |
AGAINST |
ABSTENTIONS |
BROKER NON-VOTES | |||
| 368,277,470 | 2,978,663,355 | 634,636,555 | 502,047,450 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WELLS FARGO & COMPANY | ||||||
| DATED: April 29, 2016 | By: | /s/ Anthony R. Augliera | ||||
| Anthony R. Augliera | ||||||
| Corporate Secretary | ||||||
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