Independent
Tenure on this board
6.1 yrs
12 nominees · 10 ballot items.
Election of 12 directors; advisory Say-on-Pay approval of 2025 executive compensation; approval to amend and restate the 2022 Long-Term Incentive Plan (increase shares and extend term); ratification of KPMG as independent auditor; six shareholder proposals (Items 5–10) on independent chair policy, majority vote governance, energy supply ratio disclosure, climate litigation risk report, Indigenous Peoples’ rights committee, and vendor DEI/vendor civil liberties report; and other business.
Elect 12 directors named in the proxy statement for one-year terms.
Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers for 2025.
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.
Ratify appointment of KPMG LLP as independent registered public accounting firm for 2026.
Proponent requests Board adopt policy requiring separation of Chair and CEO and that Chair be independent, with certain exceptions.
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.
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.
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.
Request a report evaluating and describing climate-related litigation risks associated with financing of high-carbon activities.
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.
Request evaluation and report on how Company’s DEI requirements for vendors impact legal, reputational, operational risks related to discrimination and political views.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.56% | 200,762,402 | $16.0B |
| 2 | STATE STREET CORP | 4.43% | 135,493,574 | $10.8B |
| 3 | FMR LLC | 2.94% | 90,037,482 | $7.2B |
| 4 | BlackRock, Inc. | 2.91% | 88,930,639 | $7.1B |
| 5 | JPMORGAN CHASE CO | 2.66% | 81,305,457 | $6.2B |
| 6 | Capital Research Global Investors | 2.38% | 72,893,582 | $5.8B |
| 7 | BlackRock, Inc. | 2.13% | 65,330,744 | $5.2B |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.09% | 63,904,645 | $5.1B |
| 9 | WELLINGTON MANAGEMENT GROUP LLP | 2.02% | 61,764,201 | $4.9B |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.02% | 61,671,445 | $4.9B |
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