Wells Fargo & Company 8-K, filed Mar 18, 2024
Wells Fargo & Company (WFC)
About this 8-K
Wells Fargo & Company filed this 8-K on March 18, 2024.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 18, 2024, Wells Fargo & Company (the “Company”) filed with the Delaware Secretary of State a Certificate Eliminating the Certificate of Designations with respect to the Company’s 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series R (the “Series R Preferred”), which, effective upon filing, eliminated from the Company’s Restated Certificate of Incorporation all matters set forth in the Certificate of Designations for the Series R Preferred, filed with the Delaware Secretary of State on December 17, 2013. The Certificate Eliminating the Certificate of Designations with respect to the Company’s Series R Preferred, is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description |
Location | ||
| 3.1 | Certificate Eliminating the Certificate of Designations with respect to the Company’s 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series R. | Filed herewith | ||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
Filed herewith | ||
2
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.
| WELLS FARGO & COMPANY | ||
| DATED: March 18, 2024 | /s/ Bryant Owens | |
| Bryant Owens | ||
| Senior Vice President and Assistant Treasurer | ||
Exhibit 3.1
CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATIONS
WITH RESPECT TO THE
6.625% FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL
CLASS A PREFERRED STOCK, SERIES R
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 December 17, 2013, providing for and authorizing the issuance of 34,500 shares of the Company’s 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series R (the “Series R Preferred Stock”); |
| 2. | All 33,600 outstanding shares of Series R Preferred Stock were redeemed by the Company on March 15, 2024 and none of the authorized shares of the Company’s Series R Preferred Stock are outstanding and none will be issued subject to the Certificate of Designations previously filed on December 17, 2013 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 February 5, 2024: |
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 R Certificate of Designations”) filed with the Secretary of State of the State of Delaware on December 17, 2013 providing for and authorizing the issuance of 34,500 shares of the Company’s 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A, Series R Preferred Stock (the “Series R Preferred Stock”) of which 33,600 were issued;
WHEREAS, on March 15, 2024, all 33,600 issued and outstanding shares of the Series R Preferred Stock will be redeemed by the Company (the “Series R Redemption”).
NOW THEREFORE BE IT
RESOLVED that, after the Series R Redemption, no shares of the Series R Preferred Stock are outstanding and none will be issued subject to the Series R Certificate of Designations.
RESOLVED that, after the Series R Redemption, all matters set forth in the Series R Certificate of Designations with respect to the Series R Preferred Stock be eliminated from the Certificate of Incorporation of the Company.
RESOLVED that, after the Series R Redemption, the President, any Senior Executive Vice President, any Executive Vice President, any Senior Vice President, the Treasurer, any Assistant Treasurer, the Secretary and any Assistant Secretary of the Company, and each of them, are hereby authorized and directed to file a Certificate with the office of the Secretary of State of the State of Delaware setting forth a copy of these resolutions whereupon all matters set forth in the Series R Certificate of Designations with respect to the Series R Preferred Stock shall be eliminated from the Certificate of Incorporation of the Company.
[Signature Page Follows]
IN WITNESS WHEREOF, WELLS FARGO & COMPANY has caused this Certificate to be signed by Bryant Owens, its Senior Vice President and Assistant Treasurer, and attested by Anita Minicucci, its Assistant Secretary, this 18th day of March, 2024.
| WELLS FARGO & COMPANY | ||
| By | /s/ Bryant Owens | |
| Senior Vice President and | ||
| Assistant Treasurer | ||
ATTEST:
| /s/ Anita Minicucci |
| Assistant Secretary |