WELLS FARGO & COMPANY/MN
For the period ended Dec 31, 2024. Filed Mar 19, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2024 · Filed Mar 19, 2025
Contents
Nomination Process
Director Nomination Process
The GNC is responsible for leading the director nomination process, which includes identifying, evaluating, and recommending for nomination candidates for election as directors, regardless of who nominates a candidate for consideration. The goal of the GNC’s nominating process is to assist our Board in attracting and retaining competent individuals with the requisite experience discussed above.
As part of the nomination process, the GNC will consider the current composition of our Board and the interplay of the candidate’s or nominee’s experience, education, skills, background, and other qualities and attributes with those of the other Board members. The GNC and our Board will continue to monitor the effectiveness of their practices in any new director search efforts and in their annual self-evaluation process.
| 1 | Evaluate Board CompositionThe GNC regularly reviews the composition of our Board to assess alignment of the skills, experience, and diverse perspectives of the Board as a whole with the Company’s needs as its strategy, risk appetite, and risk profile evolve. |
| 2 | Identify CandidatesThe GNC identifies potential candidates for first-time nomination as a director through various sources, including recommendations from third-party search firms, Board members, leaders, and other participants in the financial services industry, shareholders and other stakeholders, and contacts in the communities we serve. The GNC is engaged in an ongoing recruitment process aimed at building a strong pipeline of prospective directors for the near- and long-term. |
| 3 | Assess Potential CandidatesIn evaluating potential new director nominees, the GNC makes an initial assessment of the candidate’s qualifications, skills, experience, and attributes in light of the composition of the entire Board. The GNC evaluates all nominees in the same manner, regardless of who recommended the nominee. |
| 4 | Meet Potential CandidatesThe candidates who emerge from this process are interviewed by members of the GNC, as well as the Board Chair and the CEO. |
| 5 | Conduct Final Assessment and Recommend for ApprovalThe candidate provides the Company additional information for use in determining whether the candidate satisfies the applicable requirements of our Corporate Governance Guidelines, Code of Conduct, and any other rules, regulations, or policies applicable to members of our Board. The GNC then presents the candidate’s name for approval by our Board or for nomination for approval by the shareholders. |
| 22 | Wells Fargo & Company |
Director Re-Nomination Process
As discussed under the Board Evaluation Process section of this Proxy Statement, the GNC considers the results of the Board’s annual self-evaluation, including the individual contributions of directors to the work of the Board and its Committees, in connection with its determination to nominate existing directors for reelection at each annual meeting of shareholders.
Process for Shareholders to Recommend Individuals as Director Nominees
The GNC will consider an individual recommended by one of our shareholders for nomination as a new director. In order for the GNC to consider a shareholder-recommended nominee for election as a director, the shareholder must submit the name of the proposed nominee, in writing, to our Corporate Secretary at: Wells Fargo & Company, MAC# J0193-610, 30 Hudson Yards, New York, NY 10001. All submissions must include the following information:
the shareholder’s name and address and proof of the number of shares of our common stock he or she beneficially owns;
the name of the proposed nominee and the number of shares of our common stock he or she beneficially owns;
sufficient information about the proposed nominee’s experience and qualifications for the GNC to make a determination whether the individual would meet the minimum qualifications for directors; and
such individual’s written consent to serve as a director of our Company, if elected.
Our Corporate Secretary will present all shareholder-recommended nominees to the GNC for its consideration. The GNC has the right to request, and the shareholder will be required to provide, any additional information with respect to the shareholder-recommended nominee as the GNC may deem appropriate or desirable to evaluate the proposed nominee in accordance with the nomination process described above.
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