WELLS FARGO & COMPANY | Govern by Majority Vote at WELLS FARGO & COMPANY

Status
Filed
AGM date
Previous AGM date
Proposal number
6
Resolution details
Company ticker
WFC
Lead filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Financials
Company HQ country
United States
Resolved clause
Shareholders request that the Board of Directors take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. This includes amending the Company's By-Laws to remove the supermajority vote standard to amend the local directors provision. The Wells Fargo 2024 proposal on this topic received 78% support which was so close to the 80% support needed for approval. Meanwhile according to the 2024 annual meeting proxy WFC made no special effort to obtain the few extra votes needed - a mark against the corporate culture of WFC. This proposal means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This proposal includes that WFC shall state in its governing documents that it shall not have any super majority voting standards, which includes default super-majority voting standards, upon adoption of this proposal. This unified and comprehensive proposal includes adjourning the WFC annual meeting, if WFC fails to obtain the required 80% vote on the day of the annual meeting, for up to 2-weeks to seek more votes with the objective of reaching the 80% shareholder approval requirement for this proposal. In 2024 WFC demonstrated that without adjourning the WFC annual meeting WFC is unable to obtain the 80% approval vote from all shares outstanding that is required. This proposal does not preclude WFC from using other methods to increase shareholder voting until the 80% shareholder approval is obtained. This unified and comprehensive proposal is similar to a unified and comprehensive proposal that was submitted to Netflix and received 83% shareholder support. If WFC had followed this proposal at its 2024 annual meeting WFC would be completely governed by a majority vote standard. The 2025 majority vote proposal needed an approval vote from 80% of WFC shares outstanding and came so close with more than 78% approval from all shares outstanding. WFC failed to disclose in the 2024 proxy any special effort that WFC made to obtain the extra votes needed. Some shareholders may feel that WFC deserves to be condemned for not putting forth an extra effort in 2024 to obtain the needed 80% approval from all WFC shares outstanding. In a whole year WFC typically only puts forth 3 items for shareholder vote. Thus when the 2024 incoming votes for this proposal topic were at the 78% mark WFC should have taken this 78%-support seriously and then make an extra effort to obtain the 80% approval needed. Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Please vote yes: Govern by Majority Vote - Proposal 6

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