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 23, 2013
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 94163
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 1-866-249-3302
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
At Wells Fargo & Company’s (the “Company”) annual meeting of stockholders held on April 23, 2013, stockholders approved the Company’s Amended and Restated Long-Term Incentive Compensation Plan (“LTICP”), which among other things, increases the number of shares of the Company’s common stock available for awards under the LTICP by an additional 150 million shares and incorporates the Company’s Performance-Based Compensation Policy as part of the LTICP for purposes of future awards.
A description of the material terms and conditions of the LTICP appears on pages 104-114 of the Company’s definitive proxy statement for the 2013 annual meeting of stockholders filed with the Securities and Exchange Commission on March 14, 2013. The description, a copy of which is filed as Exhibit 10(a) hereto, is incorporated herein by reference. The description of the LTICP incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the LTICP, which is attached as Exhibit 10(b) to this report and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Company held its annual meeting of stockholders on April 23, 2013. At the meeting, stockholders elected all 14 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 2013 proxy statement. Stockholders also approved the Company’s Amended and Restated Long-Term Incentive Compensation Plan and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2013. The stockholders did not approve the two stockholder proposals presented at the meeting. A stockholder proposal to provide a report on the Company’s lobbying policies and practices was withdrawn prior to 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 |
3,675,283,024 | 347,056,644 | 16,007,933 | 484,838,450 | ||||||||||||
| Elaine L. Chao |
3,988,990,897 | 33,554,064 | 15,800,640 | 484,840,450 | ||||||||||||
| John S. Chen |
3,995,304,213 | 27,060,948 | 15,982,440 | 484,838,450 | ||||||||||||
| Lloyd H. Dean |
3,973,785,804 | 41,889,889 | 22,671,908 | 484,838,450 | ||||||||||||
| Susan E. Engel |
3,971,306,126 | 51,421,064 | 15,620,411 | 484,838,450 | ||||||||||||
| Enrique Hernandez, Jr. |
3,948,454,433 | 73,595,658 | 16,297,510 | 484,838,450 | ||||||||||||
| Donald M. James |
3,636,667,656 | 385,246,092 | 16,433,853 | 484,838,450 | ||||||||||||
| Cynthia H. Milligan |
3,636,462,072 | 380,157,310 | 21,728,219 | 484,838,450 | ||||||||||||
| Federico F. Peña |
4,000,446,966 | 21,670,538 | 16,228,097 | 484,840,450 | ||||||||||||
| Howard V. Richardson |
4,006,071,360 | 15,827,236 | 16,449,005 | 484,838,450 | ||||||||||||
| Judith M. Runstad |
3,994,370,261 | 28,025,541 | 15,951,799 | 484,838,450 | ||||||||||||
| Stephen W. Sanger |
3,981,710,083 | 40,365,853 | 16,271,665 | 484,838,450 | ||||||||||||
| John G. Stumpf |
3,870,510,321 | 142,500,475 | 25,336,805 | 484,838,450 | ||||||||||||
| Susan G. Swenson |
3,977,353,629 | 45,624,186 | 15,369,786 | 484,838,450 | ||||||||||||
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Advisory Resolution to Approve the Named Executives’ Compensation
| For | Against | Abstentions | Broker Non-Votes | |||
| 3,908,002,090 | 90,686,227 | 39,647,563 | 484,850,171 |
Approval of the Company’s Amended and Restated Long-Term Incentive Compensation Plan
| For | Against | Abstentions | Broker Non-Votes | |||
| 3,745,150,757 | 265,127,622 | 28,056,803 | 484,850,869 |
Ratify the Appointment of KPMG LLP as Independent Registered Public Accounting Firm for 2013
| For | Against | Abstentions | Broker Non-Votes | |||
| 4,446,766,236 | 57,763,166 | 18,656,649 | 0 |
Stockholder Proposal Regarding the Adoption of a Policy to Require an Independent Chairman
| For | Against | Abstentions | Broker Non-Votes | |||
| 881,280,489 | 3,132,121,825 | 24,933,647 | 484,850,090 |
Stockholder Proposal Regarding a Review and Report on Internal Controls over the Company’s Mortgage Servicing and Foreclosure Practices
| For | Against | Abstentions | Broker Non-Votes | |||
| 852,554,102 | 2,589,740,356 | 596,046,345 | 484,845,248 |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 10(a) | Description of Amended and Restated Long-Term Incentive Compensation Plan. | |
| 10(b) | Amended and Restated Long-Term Incentive Compensation Plan. | |
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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 26, 2013 | By: | /s/ Anthony R. Augliera | ||||
| Anthony R. Augliera | ||||||
| Corporate Secretary | ||||||
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10(a) | Description of Amended and Restated Long-Term Incentive Compensation Plan. | |
| 10(b) | Amended and Restated Long-Term Incentive Compensation Plan. | |
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