WELLS FARGO Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02.

On April7, 2017, the Board of Directors (the Board) of Wells
Fargo Company (the Company) determined to claw back additional
compensation from former Chairman and Chief Executive Officer
John G. Stumpf and former Senior Executive Vice President and
head of Community Banking Carrie L. Tolstedt. In Mr.Stumpfs case,
the Company will claw back compensation of approximately $28
million (the value at the time of distribution in March 2016 of
shares issued to him following vesting of his Performance Share
award granted on March8, 2013), which the Board may effect
through compensation that would otherwise be paid to him. In
Ms.Tolstedts case, the Company will cause to be forfeited all of
her outstanding stock options (valued at approximately $47
million based on the closing price of the Companys common stock
on April7, 2017).

On April10, 2017, the Boards independent directors issued a
report on the findings of the independent investigation into the
Companys retail banking sales practices and related matters. The
report and the Boards press release issued April10, 2017,
relating to the report and the findings are attached hereto as
Exhibit 99.1 and are incorporated by reference into this
Item8.01. The Companys press release issued April10, 2017,
relating to the report and the findings is attached hereto as
Exhibit 99.2 and is incorporated by reference into this Item8.01.

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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 down -0.38 at 54.16 with 28,050,643 shares trading hands.