---
schema_version: "secwatch.filing_event.v1"
accession: "0000072971-24-000130"
form_type: "8-K"
ticker: "WFC"
cik: "0000072971"
company_name: "WELLS FARGO & COMPANY/MN"
filed_at: "2024-05-02T23:59:59+00:00"
generated_at: "2026-06-03T01:09:26.179575+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# Wells Fargo shareholders approve opt-out of DGCL Section 203, elect all 13 directors

## Summary
- All 13 director nominees elected; say-on-pay approved with 92.73% support.
- Amendment to opt out of DGCL Section 203 approved (78.26% for); effective 12 months after May 2 filing.
- Proposal to remove supermajority vote standard for local directors failed despite 78.73% for (bylaw may require higher threshold).
- All eight shareholder proposals (climate, lobbying, de-banking, etc.) received less than 36% support; none passed.
- KPMG LLP ratified as independent auditor for 2024 with 94.3% support.

## SEC filing metadata
- accession: 0000072971-24-000130
- form_type: 8-K
- ticker: WFC
- cik: 0000072971
- company_name: WELLS FARGO & COMPANY/MN
- filed_at: 2024-05-02T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/72971/000007297124000130/0000072971-24-000130-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/72971/000007297124000130/wfc-20240430.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000072971-24-000130
- JSON: https://secwatch.observer/filing/0000072971-24-000130.json
- Plain text: https://secwatch.observer/filing/0000072971-24-000130.txt

## Key facts
- Governance Changes
  WELLS FARGO & COMPANY/MN: Shareholders approved an amendment to the Restated Certificate of Incorporation to opt out of DGCL Section 203 (effective 2024-05-02).
  - Change: charter amendment
  - Effective: 2024-05-02
  source text: the Company’s shareholders approved an amendment to the Restated Certificate of Incorporation (the “Certificate”) to opt out of Delaware General Corporation Law (“DGCL”) Section 203
  evidence_url: https://www.sec.gov/Archives/edgar/data/72971/000007297124000130/0000072971-24-000130-index.htm
- Shareholder Votes
  WELLS FARGO & COMPANY/MN shareholders approved Ratify the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2023 at the 2024-04-30 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-04-30
  source text: Ratify the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2023 FOR % 2 AGAINST ABSTENTIONS BROKER NON-VOTES 2,954,827,444 94.30% 167,509,696 11,218,856 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/72971/000007297124000130/0000072971-24-000130-index.htm
- Shareholder Votes
  WELLS FARGO & COMPANY/MN shareholders approved Approve an Amendment to the Restated Certificate of Incorporation to Opt Out of DGCL Section 203 at the 2024-04-30 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2024-04-30
  source text: Approve an Amendment to the Restated Certificate of Incorporation to Opt Out of DGCL Section 203 FOR % 3 AGAINST ABSTENTIONS BROKER NON-VOTES 2,770,856,131 78.26% 37,463,801 15,434,618 309,801,446
  evidence_url: https://www.sec.gov/Archives/edgar/data/72971/000007297124000130/0000072971-24-000130-index.htm
- Shareholder Votes
  WELLS FARGO & COMPANY/MN shareholders approved Advisory Resolution to Approve Executive Compensation (Say on Pay) at the 2024-04-30 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-04-30
  source text: Advisory Resolution to Approve Executive Compensation (Say on Pay) FOR % 2 AGAINST ABSTENTIONS BROKER NON-VOTES 2,618,568,744 92.73% 189,660,838 15,524,968 309,801,446
  evidence_url: https://www.sec.gov/Archives/edgar/data/72971/000007297124000130/0000072971-24-000130-index.htm
- Shareholder Votes
  WELLS FARGO & COMPANY/MN shareholders approved Election of 13 director nominees at the 2024-04-30 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-04-30
  source text: The Company held its annual meeting of shareholders on April 30, 2024 (“2024 Annual Meeting”). At the 2024 Annual Meeting, shareholders elected the 13 director nominees nominated by the Board as each director nominee received a greater number of votes cast “for” his or her election than votes cast “against” his or her election
  evidence_url: https://www.sec.gov/Archives/edgar/data/72971/000007297124000130/0000072971-24-000130-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.