WELLS FARGO Change in Fiscal Year
Item5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 29, 2016, the Board of Directors (the Board) of Wells
Fargo Company (the Company) amended and restated the Companys
By-Laws (the By-Laws), effective immediately, to reflect the
Boards leadership structure by requiring that the Chairman and
Vice Chairman of the Board be independent directors and to make
other conforming changes and updates to the By-Laws relating to
the election of an independent Chairman and independent Vice
Chairman as referenced below.
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Added a new Section 4.5 which provides that the Board shall annually elect a Chairman from among its independent directors and may elect one of its independent directors as Vice Chairman, and removed former Section 5.3 relating to the Chairman and Vice Chairman roles (Article IV (Board of Directors), new Section 4.5; and Article V (Officers), former Section 5.3); and |
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Incorporated certain conforming changes throughout the By-Laws to remove references to the Lead Director role and to reflect the roles and responsibilities of the independent Chairman and other individuals, such as the Chief Executive Officer and other directors, including to preside at certain meetings, designate responsibilities of certain officers, and take administrative actions relating to the stock of the Company and other corporations (Article II, (Offices), Section 2.3; Article III (Stockholders), Sections 3.1, 3.5, 3.9, 3.10, and 3.11(c)(iii); Article IV (Board of Directors), Sections 4.7,4.9, and 4.13; Article V (Officers), Sections 5.1, 5.4, 5.5, 5.6, 5.7, and 5.8; Article VI (Stock and Stock Transfers), Sections 6.1 and 6.6; and Article VII (Miscellaneous Provisions), Section 7.3). |
The Board also amended its Corporate Governance Guidelines on
November 29, 2016 to reference the Companys policy, as reflected
in the By-Laws, that the Chairman and Vice Chairman shall be
independent directors and to specify certain duties of the
Chairman and Vice Chairman.
The foregoing summary of the amendments to the By-Laws is
qualified in its entirety by reference to the actual text of the
By-Laws, a copy of which is attached hereto as Exhibit 3.1 and is
incorporated by reference into this Item 5.03.
| Item8.01. | Other Events. |
On November 29, 2016, the Companys Board of Directors approved
the following changes to the Companys non-employee director
compensation program effective October 12, 2016, the date that
the Board separated the roles of Chairman and Chief Executive
Officer as previously disclosed on a Form 8-K filed on October
12, 2016:
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Provide a $250,000 annual retainer for the Companys independent Chairman, which would be paid in lieu of the prior Lead Director retainer of $60,000 and any Committee Chair fee that the Chairman might otherwise receive; and |
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Provide a $100,000 annual retainer for the independent Vice Chairman, which would be paid in lieu of any Committee Chair fee that the Vice Chairman might otherwise receive. |
Additional information about the Companys and Wells Fargo Bank,
N.A.s non-employee director compensation programs is disclosed in
the Companys 2016 proxy statement.
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| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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ExhibitNo. |
Description |
Location |
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| 3.1 |
By-Laws of Wells Fargo Company, as amended through November29, 2016 |
Filed herewith |
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About WELLS FARGO & COMPANY (NYSEARCA:BDCL)
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