Wells Fargo & Company 8-K, filed Aug 21, 2020
Wells Fargo & Company (WFC)
8-K
2020-08-21
For: 2020-08-20
View Original
Added on
April 05, 2026
About this 8-K
Wells Fargo & Company filed this 8-K on August 21, 2020, reporting on events of August 20, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): August 20, 2020
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
No. | |||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 1-866 -249-3302
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:
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
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 | ||
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 | ||
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. o
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment |
of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 20, 2020, the board of directors (the “Board”) of Wells Fargo & Company (the “Company”) elected Mark A. Chancy to the Board, effective immediately. His election increases the size of the Board to 13 directors. Mr. Chancy is considered an independent director under the New York Stock Exchange’s corporate governance listing standards and the Company’s Corporate Governance Guidelines. He has been appointed to serve on the Board’s Audit Committee and Risk Committee.
Mr. Chancy will receive customary fees and equity awards from the Company for serving as a director in accordance with the Company’s non-employee director compensation program as described in the Company’s 2020 proxy statement filed with the Securities and Exchange Commission on March 16, 2020. Under the non-employee director compensation program, he was automatically granted a stock award on August 20, 2020, under the Company’s Long-Term Incentive Compensation Plan, having a fair market value of approximately $135,000. The number of shares of Company common stock subject to the stock award was determined by dividing the award value by the closing price of a share of Company common stock on August 20, 2020, rounded up to the nearest whole share. The stock award vests in full on the date of grant. Additional information regarding equity awards under the non-employee director compensation program and our director deferral program under the Wells Fargo & Company Directors Stock Compensation and Deferral Plan is included in Exhibits 10(l) and 10(e) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
The Company’s news release announcing the election of Mr. Chancy as a director is attached to this report as Exhibit 99.1 and is incorporated by reference into this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | Location |
Filed herewith | ||
104 | Cover Page Interactive Data File | Embedded within the Inline XBRL document |
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: | August 21, 2020 | WELLS FARGO & COMPANY | |
By: | /s/ ANTHONY R. AUGLIERA | ||
Anthony R. Augliera | |||
Executive Vice President, Deputy General Counsel and Secretary | |||
Exhibit 99.1 News Release | August 21, 2020 Mark A. Chancy Elected to Wells Fargo’s Board of Directors SAN FRANCISCO – August 21, 2020 – Wells Fargo & Company (NYSE: WFC) announced today that Mark A. Chancy has been elected to the company’s board of directors, effective immediately. Chancy will serve on the board’s Audit Committee and Risk Committee. Chancy was most recently vice chairman and co-chief operating officer at SunTrust Banks, Inc., where he led SunTrust’s consumer segment, which included consumer banking, mortgage and consumer lending, private wealth management, deposits and virtual channels, and consumer operations. Chancy has more than 30 years of banking and financial services experience, including 18 years at SunTrust where he served in a broad range of leadership roles spanning consumer and commercial banking, investment banking, and financial management until retiring in December 2019. “We are delighted to welcome Mark to the board,” said Charles Noski, Wells Fargo’s chairman of the board. “He is an experienced banker with risk and regulatory expertise, a deep financial services background, a record of proven business results, and a customer-first mindset.” “Mark brings an impressive combination of business, operational, and finance experience in the banking industry to our board,” said Wells Fargo CEO Charlie Scharf. “His leadership of consumer and commercial businesses, his experience as a chief financial officer, including during the 2008 financial crisis, and his strategic expertise will provide valuable insight to our board.” Biographical information Chancy served as vice chairman and consumer segment executive of SunTrust from April 2017 and co-chief operating officer from February 2018 until he retired in December 2019. Previously, Chancy led the wholesale banking segment from April 2011 to April 2017, which included corporate and investment banking, commercial and business banking, commercial real estate, and treasury and payment solutions. Chancy served as chief financial officer of SunTrust from August 2004 to April 2011, which included oversight of the treasury, investor relations, strategic finance, controllers, mergers and acquisitions, tax, and insurance functions. He also previously served as treasurer of SunTrust and CFO of The Robinson- Humphrey Company Inc., which was purchased by SunTrust in 2001. Chancy serves on the board of directors of EVO Payments Inc. He received his MBA in finance from Northwestern University’s J.L. Kellogg Graduate School of Management, and his BBA in finance from Southern Methodist University. About Wells Fargo Wells Fargo & Company (NYSE: WFC) is a diversified, community-based financial services company with $1.97 trillion in assets. Wells Fargo’s vision is to satisfy our customers’ financial needs and help them succeed financially. Founded in 1852 and headquartered in San Francisco, Wells Fargo provides banking, investment and mortgage products and services, as well as consumer and commercial finance, through 7,300 locations, more than 13,000 ATMs, the internet (wellsfargo.com) and mobile banking, and has offices in 31 countries and territories to support customers who conduct business in the global economy. With approximately 266,000 team members, Wells Fargo serves one in three households in the United States. Wells Fargo & Company was ranked No. 30 on Fortune’s 2020 rankings of America’s largest corporations. © 2020 Wells Fargo Bank, N.A. All rights reserved. For public use. NR-08-2020
Contact Information Media Arati Randolph, 704-383-6996 Arati.Randolph1@wellsfargo.com Jennifer Langan, 213-598-1490 Jennifer.L.Langan@wellsfargo.com or Investor Relations John Campbell, 415-396-0523 John.M.Campbell@wellsfargo.com ### 2 August 21, 2020 | News Release