WELLS FARGO & COMPANY/MN
For the period ended Dec 31, 2024. Filed Mar 19, 2025.
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Dec 31, 2024 · Filed Mar 19, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
|---|
| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Wells Fargo & Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Forward-Looking Statements and Website and Report References: This proxy statement contains forward-looking statements. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “target,” “aim,” “projects,” “outlook,” “forecast,” “will,” “may,” “could,” “should,” “can,” and similar references to future periods. In particular, forward-looking statements include, but are not limited to, statements we make about our expectations for our operations and business and our plans, goals, targets, commitments, objectives, and strategies (including those related to environmental, social, and governance practices, sustainability, and human capital matters). Forward-looking statements are not based on historical facts, but instead represent our current expectations and assumptions regarding our business, the economy, and other future conditions. The inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in the Company’s filings with the Securities and Exchange Commission. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Actual results may differ materially from our forward-looking statements due to several factors. Factors that could cause our actual results to differ materially from our forward-looking statements are described in our Annual Report on Form 10-K for the year ended December 31, 2024. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Any forward-looking statement made by us speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments, or otherwise, and notwithstanding any historical practice of doing so, except as may be required by law. In addition, historical, current, and forward-looking sustainability-related statements may be based on data, methodologies, or models that are subject to measurement uncertainties or other limitations, strategies and stakeholder expectations that continue to evolve, and assumptions that are subject to change in the future.
References throughout this document to websites and our reports, including our Annual Report to Shareholders for the year ended December 31, 2024, are provided for convenience only, and the content on the referenced websites or reports is not incorporated by reference into this document. We do not endorse, are not responsible for, and assume no liability for any third-party content contained on the referenced websites or reports.
Letter to Our Shareholders From Our Chief Executive Officer
March 19, 2025
Dear Fellow Shareholders,
We invite you to attend Wells Fargo’s 2025 Annual Meeting of Shareholders to be held on Tuesday, April 29, 2025, at 10:00 a.m. Eastern Daylight Time. This year’s Annual Meeting will again be held in a virtual format through a live webcast atwww.virtualshareholdermeeting.com/WFC2025.
At the Annual Meeting, shareholders will vote on a number of important matters and will be provided an opportunity to ask questions. Your vote is important to us. We encourage you to vote as soon as possible by one of the methods described in your proxy materials, even if you plan to attend the virtual Annual Meeting.
Please take the time to carefully read the Proxy Statement, which explains more about the matters to be voted on at the Annual Meeting, proxy voting, and other key information on how to participate. I also encourage you to read our 2024 Annual Report to Shareholders, which includes my letter to our shareholders.
As always, thank you for your continued investment in, and support of, Wells Fargo.
Sincerely,
Charles W. Scharf
CEO
Letter to Our Shareholders From Our Independent Board Chair
March 19, 2025
Dear Fellow Shareholders,
As I approach my fourth year as independent Board Chair of Wells Fargo, I am incredibly proud to be a part of Wells Fargo. The Company’s strong performance in 2024 caps a year of significant progress for Wells Fargo across multiple areas. We saw progress across all our businesses, coupled with strong support from our client-facing teams, operations, technology and our corporate functions. I am grateful to everyone who works at Wells Fargo for all they accomplished this year.
Wells Fargo’s consistent and significant progress in transforming its culture, plus investments in its core businesses, translates into continued value for shareholders. Wells Fargo’s top priority remains building a risk and control framework that is appropriate for a bank of our size and complexity, and the Board continues to oversee this work closely. Our management team has a demonstrated track record of progress in meeting our own high expectations and those of regulators, and, while we are not done, we are confident the team will successfully complete the plans that are in place.
All of this is possible because of our employees. Their commitment to customers, and the ways they model the culture we are building, is significant and impressive. The Board is deeply grateful for the value they bring to the Company.
Finally, I want to thank you, our shareholders, for your continued investment and confidence in Wells Fargo.
Sincerely,
Steven D. Black
Independent Chair of the Board
Notice of 2025 Annual Meeting
of Shareholders
Meeting Information
| When | Where | Record Date: | ||
| Tuesday, April 29, 2025 | www.virtualshareholdermeeting.com/WFC2025 | March 3, 2025 | ||
|---|---|---|---|---|
| 10:00 a.m. Eastern Daylight Time | ||||
Agenda
| Item | Board Recommendation | For More Information | ||
| 1 | Election of 13 director nominees named in this Proxy Statement | FOR all nominees | page 3 | |
| 2 | Advisory vote to approve executive compensation (Say on Pay) | FOR | page 41 | |
| 3 | Ratification of KPMG LLP's appointment as the Company's independent registered public accounting firm for 2025 | FOR | page 91 | |
| 4-7 | Shareholder proposals, if properly presented at the meeting | AGAINST | page 96 | |
| 8 | Consider any other business properly brought before the meeting | |||
| How to Attend the Meeting OnlineOur 2025 Annual Meeting will be held by remote communication in a virtual-only format, allowing our shareholders to participate from anywhere with internet connectivity. Shareholders of Record: To attend the Annual Meeting, including to vote and ask questions during the meeting, you must log in to the meeting using the valid control number printed on your voting materials. Street Name Holders: Please refer to the Voting and Other Meeting Information section of this Proxy Statement for additional information on voting and how to attend the meeting.By Order of Our Board of Directors,Emma BaileyDeputy General Counsel and Corporate Secretary | Your Vote is Important!Whether or not you plan to attend the meeting, we encourage you to vote your shares prior to the meeting in one of the following ways: |
|---|---|
| By InternetGo to the website listed in your notice of internet availability of the proxy materials, your proxy card, or your voting instruction form (voting materials) | |
| By PhoneCall the toll-free voting number on your voting materials | |
| By MailMail your completed and signed proxy card or voting instruction form | |
| By Mobile DeviceScan the QR Barcode on your voting materials | |
| This Notice and the accompanying Proxy Statement, 2024 Annual Report, and Proxy Card were first made available to shareholders on or about March 19, 2025. You may vote if you owned shares of our common stock at the close of business as of the record date (March 3, 2025). | |
| Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 29, 2025:Wells Fargo’s 2025 Proxy Statement and Annual Report to Shareholders for the year ended December 31, 2024, are available at: www.proxyvote.com. | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.