Wells Fargo & Company 8-K, filed Dec 16, 2020
Wells Fargo & Company (WFC)
About this 8-K
Wells Fargo & Company filed this 8-K on December 16, 2020.
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
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 16, 2020, 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 Non-Cumulative Perpetual Class A Preferred Stock, Series T, which, effective upon filing, eliminated from the Company’s Restated Certificate of Incorporation all matters set forth in the Certificate of Designations for the Non-Cumulative Perpetual Class A Preferred Stock, Series T, filed with the Delaware Secretary of State on July 18, 2014. The Certificate Eliminating the Certificate of Designations with respect to the Company’s Non-Cumulative Perpetual Class A Preferred Stock, Series T, is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Also on December 16, 2020, the Company filed with the Delaware Secretary of State a Certificate Eliminating the Certificate of Designations with respect to the Company’s Non-Cumulative Perpetual Class A Preferred Stock, Series V, which, effective upon filing, eliminated from the Company’s Restated Certificate of Incorporation all matters set forth in the Certificate of Designations for the Non-Cumulative Perpetual Class A Preferred Stock, Series V, filed with the Delaware Secretary of State on September 11, 2015. The Certificate Eliminating the Certificate of Designations with respect to the Company’s Non-Cumulative Perpetual Class A Preferred Stock, Series V, is filed herewith as Exhibit 3.2 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 Non-Cumulative Perpetual Class A Preferred Stock, Series T. | Filed herewith | ||
| 3.2 | Certificate Eliminating the Certificate of Designations with respect to the Company’s Non-Cumulative Perpetual Class A Preferred Stock, Series V. | 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: December 16, 2020 | /s/ Le Roy Davis |
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| Le Roy Davis | ||||||
| Senior Vice President and Assistant Treasurer | ||||||
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.
WHEREAS, on December 15, 2020, the remaining 5,280 issued and outstanding shares of the Series T Preferred Stock were redeemed by the Company.
NOW THEREFORE BE IT
RESOLVED that no shares of the Series T Preferred Stock are outstanding and none will be issued subject to the Series T Certificate of Designations.
RESOLVED that all matters set forth in the Series T Certificate of Designations with respect to the Series T Preferred Stock be eliminated from the Certificate of Incorporation of the Company.
RESOLVED that 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 T Certificate of Designations with respect to the Series T 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 Le Roy Davis, its Senior Vice President and Assistant Treasury, and attested by John J. Muller, its Assistant Secretary, this 16th day of December, 2020.
| WELLS FARGO & COMPANY | ||||
| By | /s/ Le Roy Davis |
| ||
| Senior Vice President and |
||||
| Assistant Treasurer |
||||
| ATTEST: |
| /s/ John J. Muller |
| Assistant Secretary |
Exhibit 3.2
CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATIONS
WITH RESPECT TO THE
NON-CUMULATIVE PERPETUAL CLASS A PREFERRED STOCK, SERIES V
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 September 11, 2015, providing for and authorizing the issuance of 40,000 shares of the Company’s Non-Cumulative Perpetual Class A Preferred Stock, Series V (the “Series V Preferred Stock”); |
| 2. | None of the authorized shares of the Company’s Series V Preferred Stock are outstanding and none will be issued subject to the Certificate of Designations previously filed on September 11, 2015 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 V Certificate of Designations”) filed with the Secretary of State of the State of Delaware on September 10, 2015 providing for and authorizing the issuance of 40,000 shares of the Company’s Non-Cumulative Perpetual Class A, Series V Preferred Stock (the “Series V Preferred Stock”);
WHEREAS, on December 15, 2020, all 40,000 issued and outstanding shares of the Series V Preferred Stock were redeemed by the Company.
NOW THEREFORE BE IT
RESOLVED that no shares of the Series V Preferred Stock are outstanding and none will be issued subject to the Series V Certificate of Designations.
RESOLVED that all matters set forth in the Series V Certificate of Designations with respect to the Series V Preferred Stock be eliminated from the Certificate of Incorporation of the Company.
RESOLVED that 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 V Certificate of Designations with respect to the Series V 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 Le Roy Davis, its Senior Vice President and Assistant Treasury, and attested by John J. Muller, its Assistant Secretary, this 16th day of December, 2020.
| WELLS FARGO & COMPANY | ||
| By | /s/ Le Roy Davis | |
| Senior Vice President and | ||
| Assistant Treasurer | ||
| ATTEST: |
| /s/ John J. Muller |
| Assistant Secretary |