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

Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(d) On February20, 2017, the board of directors (the Board) of
Wells Fargo Company (the Company) elected Karen B. Peetz and
Ronald L. Sargent to the Companys Board, effective immediately.
As a result of their election, the size of the Companys Board is
16 directors. Each of Ms.Peetz and Mr.Sargent is considered an
independent director under the New York Stock Exchanges corporate
governance listing standards and the Companys Corporate
Governance Guidelines. Ms.Peetz has been appointed to serve on
the Boards Human Resources Committee and Finance Committee.
Mr.Sargent has been appointed to serve on the Boards Human
Resources Committee and Governance and Nominating Committee.

Each of Ms.Peetz and Mr.Sargent will receive customary fees and
equity awards from the Company for serving as a director in
accordance with the Companys non-employee director compensation
program as described in the Companys 2016 proxy statement filed
with the Securities and Exchange Commission on March16, 2016.
Under the non-employee director compensation program, on
February21, 2017, each of Ms.Peetz and Mr.Sargent was
automatically granted a stock award under the Companys Long-Term
Incentive Compensation Plan of 773 shares of Company common stock
with a fair market value of approximately $45,000 on the date of
grant, a portion of which each elected to defer as common stock
units under the Companys director deferral program. The Company
stock award and common stock units were fully vested on the date
of grant. Additional information regarding equity awards under
the non-employee director compensation program and our director
deferral program under the Wells Fargo Company Directors Stock
Compensation and Deferral Plan is included in Exhibits 10(q) and
10(f) of the Companys Annual Report on Form 10-K for the year
ended December31, 2015.

The Companys news release (the News Release) announcing the
election of Ms.Peetz and Mr.Sargent to the Companys Board is
attached hereto as Exhibit 99.1 and is incorporated by reference
into this Item5.02.

Item9.01. Financial Statements and Exhibits.

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About WELLS FARGO & COMPANY (NYSE:WFC)

Wells Fargo & Company is a bank holding company. The Company is a financial services company, which offers banking, insurance, trust and investments, mortgage banking, investment banking, retail banking, brokerage, and consumer and commercial finance. It has three operating segments: Community Banking, Wholesale Banking, and Wealth and Investment Management. Its Community Banking segment offers financial products and services for consumers and small businesses, including checking and savings accounts, credit and debit cards, and auto, student and small business lending. Its Wholesale Banking segment provides financial solutions to businesses across the United States and globally. Its Wealth and Investment Management segment provides a range of personalized wealth management, investment, and retirement products and services to clients across the United States-based businesses. It operates through over 8,700 locations and approximately 13,000 automated teller machines.

WELLS FARGO & COMPANY (NYSE:WFC) Recent Trading Information

WELLS FARGO & COMPANY (NYSE:WFC) closed its last trading session up +0.13 at 58.49 with 12,344,234 shares trading hands.