Wells Fargo & Company (WFC) 8-K Departure of Directors or Certain Officers

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): May 3, 2011

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

On May 6, 2011, Wells Fargo & Company (the “Company”) announced that Mark C. Oman, Senior Executive Vice President and Head of the Home and Consumer Finance Group, will retire from the Company before the end of 2011. The Company’s news release announcing Mr. Oman’s retirement is filed with this report as Exhibit 99 and 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 May 3, 2011. 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 2011 proxy statement; voted, on an advisory basis, to have future votes on named executives’ compensation every year; and ratified the appointment of KPMG LLP as independent auditors for 2011. The stockholders did not approve the five 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		3,666,242,741		365,597,755		10,913,128		487,346,960
John S. Chen		3,961,291,779		70,903,879		10,557,872		487,347,054
Lloyd H. Dean		3,998,278,099		33,780,799		10,688,832		487,352,854
Susan E. Engel		3,951,366,910		71,354,332		10,026,288		497,353,054
Enrique Hernandez, Jr.		3,803,355,484		228,903,812		10,488,234		487,353,054
Donald M. James		3,657,137,668		375,023,017		10,586,845		487,353,054
Mackey J. McDonald		3,709,601,475		322,688,177		10,457,772		487,353,160
Cynthia H. Milligan		3,681,034,061		351,537,111		10,176,558		487,352,854
Nicholas G. Moore		3,998,071,946		34,224,421		10,451,363		487,352,854
Philip J. Quigley		2,820,825,414		1,211,177,726		10,740,609		487,356,835
Judith M. Runstad		3,991,004,410		41,753,744		9,989,576		487,352,854
Stephen W. Sanger		3,985,924,130		46,528,843		10,299,742		487,347,869
John G. Stumpf		3,896,825,674		136,029,538		9,892,318		487,353,054
Susan G. Swenson		3,853,375,592		179,213,203		10,156,435		487,355,354

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Advisory Resolution to Approve the Named Executives’ Compensation

For	Against	Abstentions	Broker Non-Votes
3,899,294,197	123,234,019	20,217,579	487,354,789

Advisory Proposal on the Frequency (Every 1, 2, or 3 Years) of Future Advisory Votes Regarding Named Executives’ Compensation

Every 1 Year	Every 2 Years	Every 3 Years	Abstentions	Broker Non-Votes
3,479,383,321	33,201,808	514,059,669	16,115,164	487,340,622

In accordance with the Board of Directors’ recommendation and the voting results on this advisory proposal, the Company will hold an annual advisory vote on the compensation of its named executives.

Ratify the Appointment of KPMG LLP as Independent Auditors for 2011

For	Against	Abstentions	Broker Non-Votes
4,441,476,997	77,151,995	11,471,592	0

Stockholder Proposal Regarding an Amendment to the Company’s By-Laws to Allow Holders of 10% of the Company’s Common Stock to Call Special Meetings of Stockholders

For	Against	Abstentions	Broker Non-Votes
1,753,832,185	2,271,863,251	17,046,479	487,358,669

Stockholder Proposal to Provide for Cumulative Voting in Contested Director Elections

For	Against	Abstentions	Broker Non-Votes
1,161,197,347	2,846,741,175	34,798,602	487,363,460

Stockholder Proposal Regarding the Adoption of a Policy to Require an Independent Chairman

For	Against	Abstentions	Broker Non-Votes
1,205,318,876	2,821,990,291	15,422,024	487,369,393

Stockholder Proposal Regarding an Advisory Vote on Director Compensation

For	Against	Abstentions	Broker Non-Votes
195,690,433	3,629,404,269	217,613,344	487,392,538

Stockholder Proposal Regarding an Investigation and Report on Internal Controls for Mortgage Servicing Operations

For	Against	Abstentions	Broker Non-Votes
852,358,218	2,889,837,716	300,527,716	487,376,934

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99 Press Release issued May 6, 2011

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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: May 6, 2011	/s/ Laurel A. Holschuh
	Laurel A. Holschuh
	Senior Vice President and Secretary

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