UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Article FOURTH of Wells Fargo & Company’s (the “Company”) Restated Certificate of Incorporation, as amended, authorizes the issuance from time to time of shares of Preferred Stock, without par value. On January 24, 2020, the Company filed with the Delaware Secretary of State a Certificate of Designation which, effective upon filing, designated a series of such Preferred Stock as “Non-Cumulative Perpetual Class A Preferred Stock, Series Z,” authorized 80,500 shares of Non-Cumulative Perpetual Class A Preferred Stock, Series Z, without par value and with a liquidation preference amount of $25,000 per share (referred to herein as the “Series Z Preferred Stock”), and set forth the voting powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the Series Z Preferred Stock which are not fixed by the Company’s Restated Certificate of Incorporation. A copy of the Certificate of Designation is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
On January 27, 2020, the Company sold 80,500,000 Depositary Shares, each Depositary Share representing a 1/1,000th interest in a share of the Company’s Series Z Preferred Stock (the “Depositary Shares”). Exhibits are filed herewith in connection with the Registration Statement on Form S-3, as amended (File No. 333-216234) filed by the Company with the Securities and Exchange Commission. The following documents are being filed with this report on Form 8-K: (i) Underwriting Agreement, dated January 15, 2020, among the Company and Wells Fargo Securities, LLC, as representative of the several underwriters named therein; (ii) Certificate of Designation of the Company dated January 24, 2020; (iii) Deposit Agreement dated as of January 27, 2020 among the Company, Equiniti Trust Company, as depositary, and the holders from time to time of Depositary Receipts; (iv) form of Depositary Receipt; and (v) opinions with respect the Series Z Preferred Stock, Deposit Agreement, and Depositary Receipts.
| (d) | Exhibits |
| Exhibit No. |
Description |
Location | ||||
| 1.1 |
Filed herewith | |||||
| 4.1 |
Filed herewith | |||||
| 4.2 |
Filed herewith | |||||
| 4.3 |
Included as part of | |||||
| 5.1 |
Filed herewith | |||||
2
| 5.2 |
Opinion of Faegre Baker Daniels LLP regarding the Deposit Agreement and the Depositary Receipts. |
Filed herewith | ||||
| 23.1 |
Included as part of | |||||
| 23.2 |
Included as part of | |||||
| 104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
Filed herewith |
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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 |
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| DATED: January 27, 2020 |
/s/ Le Roy Davis |
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| Le Roy Davis |
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| Senior Vice President and Assistant Treasurer |