Wells Fargo & Company

1. 1

   Election of 12 Director Nominees

   ManagementBoard: FOR

   Elect 12 directors named in the proxy statement for one-year terms.

2. 2

   Advisory Resolution to Approve Executive Compensation (Say on Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers for 2025.

3. 3

   Proposal to Amend and Restate the Company’s 2022 Long-Term Incentive Plan

   ManagementBoard: FOR

   Amend and restate the 2022 LTIP to increase share reserve by 45 million and extend plan term to the tenth anniversary of the 2026 Shareholder Meeting, with other clarifying changes.

4. 4

   Proposal to Ratify KPMG as the Company's Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify appointment of KPMG LLP as independent registered public accounting firm for 2026.

5. 5

   Shareholder Proposal – Request for Board of Directors to Adopt Policy for an Independent Chair

   Shareholder — National Legal and Policy CenterBoard: AGAINST

   Proponent requests Board adopt policy requiring separation of Chair and CEO and that Chair be independent, with certain exceptions.

   More detail

   The shareholder proponent (National Legal and Policy Center) asks shareholders to adopt a binding policy that the roles of Chair and CEO be separated and that, whenever possible, the Chair be an independent director. The proponent argues combined CEO-Chair weakens board oversight and cites industry surveys and proxy adviser views supporting independent chairs. Management opposes, arguing the Board has adopted a robust Lead Independent Director role, Board and committee independence, and the flexibility to determine leadership structure; it notes peer practice among U.S. G-SIBs and recent Board evaluation that led to combining the Chair and CEO roles while appointing a Lead Independent Director. The core conflict is between governance principle favoring independent chairs and management’s view that a combined Chair/CEO with a strong Lead Independent Director provides appropriate oversight; the proposal would remove Board discretion and impose a structural requirement. The Company’s response emphasizes the Lead Independent Director’s significant authorities, the Board’s committee structure of independent directors, and shareholder engagement outcomes; it also points to benchmarking that similar governance structures are common among peers. The proposal raises considerations about power concentration, board independence, and shareholder influence over board structure; an analyst should weigh the Board’s recent governance changes, regulatory context, shareholder preferences, and peer practices in assessing the merit and likely impact of the proposal.

6. 6

   Shareholder Proposal – Govern by Majority Vote

   Shareholder — John CheveddenBoard: AGAINST

   Request to amend charter and bylaws so that any voting requirement calling for more than a simple majority be replaced by majority of votes cast, remove supermajority standards, and adjourn meeting to seek votes if needed.

7. 7

   Shareholder Proposal – Energy Supply Ratio

   Shareholder — The Comptroller of the City of New York on behalf of certain NYC pension fundsBoard: AGAINST

   Request Wells Fargo disclose annually an Energy Supply Ratio (ESR) measuring financing directed to low-carbon energy supply relative to fossil-fuel energy supply, including methodology and lending if methodologically sound.

8. 8

   Shareholder Proposal – Report on High-Carbon Financing Litigation Risks

   Shareholder — As You Sow on behalf of Laird Norton Family Foundation and co-filersBoard: AGAINST

   Request a report evaluating and describing climate-related litigation risks associated with financing of high-carbon activities.

9. 9

   Shareholder Proposal – Board Committee on Indigenous Peoples’ Rights

   Shareholder — American Baptist Home Mission Societies and co-filersBoard: AGAINST

   Request Board charter a new independent directors committee on Indigenous Peoples’ Rights to oversee Company’s financing impacts on Indigenous Peoples, with authority to meet stakeholders and retain experts.

10. 10

    Shareholder Proposal – Report on Respecting Vendor Civil Liberties

    Shareholder — Ridgeline Research LLC on behalf of American Conservative Values ETFBoard: AGAINST

    Request evaluation and report on how Company’s DEI requirements for vendors impact legal, reputational, operational risks related to discrimination and political views.

Upcoming shareholder meetings at Wells Fargo & Company’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Wells Fargo & Company 2026 annual meeting?

Wells Fargo & Company (WFC) holds its 2026 annual shareholder meeting on Tuesday, April 28, 2026.

What is the record date for the Wells Fargo & Company 2026 meeting?

The record date for the Wells Fargo & Company 2026 meeting is Monday, March 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Wells Fargo & Company's 2026 meeting?

The board is presenting 12 director nominees at the Wells Fargo & Company 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Wells Fargo & Company 2026 meeting?

Shareholders will vote on 10 proposals at the Wells Fargo & Company 2026 meeting, each tagged with who proposed it and the board's recommendation.