Exhibit 3.1
CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATIONS
WITH RESPECT TO THE
NON-CUMULATIVE PERPETUAL CLASS A PREFERRED STOCK, SERIES T
OF
WELLS FARGO & COMPANY
Pursuant to Section 151 of the General
Corporation Law of the State of Delaware
The undersigned DOES HEREBY CERTIFY as follows:
| | 1. | Resolutions were adopted by the Securities Committee of the Board of Directors of Wells Fargo & Company, a Delaware corporation (the “Company”), which resolutions are set forth in a Certificate of Designations filed with the Secretary of State of the State of Delaware on July 18, 2014, providing for and authorizing the issuance of 32,200 shares of the Company’s Non-Cumulative Perpetual Class A Preferred Stock, Series T (the “Series T Preferred Stock”); |
| | 2. | None of the authorized shares of the Company’s Series T Preferred Stock are outstanding and none will be issued subject to the Certificate of Designations previously filed on July 18, 2014 with the Secretary of State of the State of Delaware with respect to such series; |
| | 3. | The following resolutions were duly adopted by Securities Committee I of the Board of Directors of the Company pursuant to the written consent of Securities Committee I duly adopted on November 4, 2020: |
WHEREAS, resolutions were adopted by the Securities Committee of the Board of Directors (the “Board”) of Wells Fargo & Company, a Delaware corporation (the “Company”), which resolutions are set forth in a Certificate of Designations (the “Series T Certificate of Designations”) filed with the Secretary of State of the State of Delaware on July 18, 2014 providing for and authorizing the issuance of 32,200 shares of the Company’s Non-Cumulative Perpetual Class A, Series T Preferred Stock (the “Series T Preferred Stock”);
WHEREAS, on March 16, 2020, 26,720 issued and outstanding shares of the Series T Preferred Stock were redeemed by the Company.
