Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 20, 2020, the board of directors (the "Board") of Wells Fargo &
Company (the "Company") elected Mark A. Chancy to the Board, effective
immediately. His election increases the size of the Board to 13 directors. Mr.
Chancy is considered an independent director under the New York Stock Exchange's
corporate governance listing standards and the Company's Corporate Governance
Guidelines. He has been appointed to serve on the Board's Audit Committee and
Risk Committee.
Mr. Chancy will receive customary fees and equity awards from the Company for
serving as a director in accordance with the Company's non-employee director
compensation program as described in the Company's 2020 proxy statement filed
with the Securities and Exchange Commission on March 16, 2020. Under the
non-employee director compensation program, he was automatically granted a stock
award on August 20, 2020, under the Company's Long-Term Incentive Compensation
Plan, having a fair market value of approximately $135,000. The number of shares
of Company common stock subject to the stock award was determined by dividing
the award value by the closing price of a share of Company common stock on
August 20, 2020, rounded up to the nearest whole share. The stock award vests in
full 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(l) and 10(e) to the Company's Annual Report on Form
10-K for the year ended December 31, 2019.
The Company's news release announcing the election of Mr. Chancy as a director
is attached to this report as Exhibit 99.1 and is incorporated by reference into
this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description Location
99.1 News Release Filed herewith
104 Cover Page Interactive Data File Embedded within the
Inline XBRL document
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses