WELLS FARGO Change in Fiscal Year
Item5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
Article FOURTH of Wells Fargo Companys (the Company) Restated
Certificate of Incorporation, as amended, authorizes the issuance
from time to time of shares of Preferred Stock, without par
value. On April21, 2017, the Company filed with the Delaware
Secretary of State a Certificate of Designation which, effective
upon filing, designated a series of such Preferred Stock as
Non-Cumulative Perpetual ClassA Preferred Stock, Series Y,
authorized 27,600 shares of Non-Cumulative Perpetual ClassA
Preferred Stock, SeriesY, without par value and with a
liquidation preference amount of $25,000 per share (referred to
herein as the SeriesY Preferred Stock), and set forth the voting
powers, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or
restrictions thereof, of the Series Y Preferred Stock which are
not fixed by the Companys Restated Certificate of Incorporation.
A copy of the Certificate of Designation is attached hereto as
Exhibit 4.1 and is incorporated herein by reference.
Item9.01. Financial Statements and Exhibits
On April24, 2017, the Company sold 27,600,000 Depositary Shares,
each Depositary Share representing a 1/1,000th interest in a
share of the Companys SeriesY Preferred Stock (the Depositary
Shares). Exhibits are filed herewith in connection with the
Registration Statement on FormS-3 (File No.333-216234) filed by
the Company with the Securities and Exchange Commission. The
following documents are being filed with this report on Form8-K:
(i)Underwriting Agreement, dated April17, 2017, among the Company
and Wells Fargo Securities, LLC, as representative of the several
underwriters named therein; (ii)Certificate of Designation of the
Company dated April21, 2017; (iii)Deposit Agreement dated as of
April24, 2017 among the Company, Wells Fargo Bank, N.A., as
depositary, and the holders from time to time of Depositary
Receipts; (iv)form of Depositary Receipt; and (v)opinions with
respect the SeriesY Preferred Stock, Deposit Agreement, and
Depositary Receipts.
| (d) |
Exhibits |
| 1.1 |
Underwriting Agreement, dated April17, 2017, among Wells |
| 4.1 |
Certificate of Designation of Wells Fargo Company with |
| 4.2 |
Deposit Agreement dated as of April24, 2017 among Wells |
| 4.3 |
Form of Depositary Receipt (included as part of Exhibit |
| 5.1 |
Opinion of Richards, Layton Finger, P.A. regarding the |
2
| 5.2 |
Opinion of Faegre Baker Daniels LLP regarding the Deposit |
| 23.1 |
Consent of Richards, Layton Finger, P.A. (included as part |
| 23.2 |
Consent of Faegre Baker Daniels LLP (included as part of |
3
About WELLS FARGO & COMPANY (NYSE:WFC)
Wells Fargo & Company is a bank holding company. The Company is a diversified financial services company. It has three operating segments: Community Banking, Wholesale Banking, and Wealth and Investment Management. The Company offers its services under three categories: personal, small business and commercial. It provides retail, commercial and corporate banking services through banking locations and offices, the Internet and other distribution channels to individuals, businesses and institutions in all 50 states, the District of Columbia and in other countries. It provides other financial services through its subsidiaries engaged in various businesses, including wholesale banking, mortgage banking, consumer finance, equipment leasing, agricultural finance, commercial finance, securities brokerage and investment banking, computer and data processing services, investment advisory services, mortgage-backed securities servicing and venture capital investment. WELLS FARGO & COMPANY (NYSE:WFC) Recent Trading Information
WELLS FARGO & COMPANY (NYSE:WFC) closed its last trading session up +0.84 at 53.84 with 26,177,343 shares trading hands.