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): March 8, 2020
WELLS FARGO & COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 001-02979 | 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)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
Common Stock, par value $1-2/3 | WFC | New York Stock Exchange (NYSE) | ||||||
7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L | WFC.PRL | NYSE | ||||||
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series N | WFC.PRN | NYSE | ||||||
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series O | WFC.PRO | NYSE | ||||||
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series P | WFC.PRP | NYSE | ||||||
Depositary Shares, each representing a 1/1000th interest in a share of 5.85% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series Q | WFC.PRQ | NYSE | ||||||
Depositary Shares, each representing a 1/1000th interest in a share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series R | WFC.PRR | NYSE | ||||||
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series T | WFC.PRT | NYSE | ||||||
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series V | WFC.PRV | NYSE | ||||||
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series W | WFC.PRW | NYSE | ||||||
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series X | WFC.PRX | NYSE | ||||||
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y | WFC.PRY | NYSE | ||||||
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z | WFC.PRZ | NYSE | ||||||
Guarantee of 5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust Securities of Wachovia Capital Trust III | WFC/TP | NYSE | ||||||
Guarantee of Medium-Term Notes, Series A, due October 30, 2028 of Wells Fargo Finance LLC | WFC/28A | NYSE |
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) | On March 8, 2020, Elizabeth A. Duke resigned as Chair and a member of the Board of Directors (the “Board”) of Wells Fargo & Company (the “Company”) and James H. Quigley resigned as a member of the Board, in each case effective immediately. In addition, on March 8, 2020, the Board elected director Charles H. Noski to succeed Ms. Duke as Board Chair. The Company’s news release announcing these events is attached to this report as Exhibit 99.1 and is incorporated by reference into this Item 5.02. |
Item 7.01. | Regulation FD Disclosure. |
The U.S. House Committee on Financial Services (the “Committee”) is scheduled to hold hearings relating to the Company on Tuesday, March 10, 2020 and Wednesday March 11, 2020, beginning each day at 10:00 a.m., Eastern Time. Various matters relating to the Company and its business may be discussed during the hearings. Live webcasts of the hearings will be available on the Committee’s website, as follows: |
Tuesday - https://financialservices.house.gov/calendar/eventsingle.aspx?EventID=406261 |
Wednesday - https://financialservices.house.gov/calendar/eventsingle.aspx?EventID=406263. |
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description | Location | ||||
99.1 | Filed herewith. | |||||
104 | Cover Page Interactive Data File | Included within the Inline XBRL document. |
Cautionary Statement about Forward-Looking Statements
As noted in Item 7.01 above, during the hearings, various matters relating to the Company and its business may be discussed. This discussion may include forward-looking statements about our future financial performance and business. Because forward-looking statements are based on our current expectations and assumptions regarding the future, they are subject to inherent risks and uncertainties. Do not unduly rely on forward-looking statements as actual results could differ materially from expectations. Forward-looking statements speak only as of the date made, and we do not undertake to update them to reflect changes or events that occur after that date. For information about factors that could cause actual results to differ materially from our expectations, refer to our reports filed with the Securities and Exchange Commission, including the discussion of “Forward-Looking Statements” and “Risk Factors” in Wells Fargo’s Annual Report on Form 10-K for the year ended December 31, 2019, available on its website at www.sec.gov.
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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.
Dated: March 9, 2020 | WELLS FARGO & COMPANY | |||||||||
By: | /s/ Anthony R. Augliera | |||||||||
Anthony R. Augliera | ||||||||||
Executive Vice President, Deputy General Counsel and Secretary |
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