How did Wells Fargo shareholders vote on ESG-related shareholder proposals in 2026?

Shareholders rejected ESG-focused proposals on energy supply ratio , high-carbon financing litigation risk , Indigenous Peoples’ rights , and vendor civil liberties . Support ranged from 1.76% to 20.36% , indicating limited backing for these specific ESG-related requests at this meeting.

Wells Fargo (NYSE: WFC) shareholders back pay, plan, auditor as proposals fail

Q: What did Wells Fargo (WFC) shareholders approve at the 2026 annual meeting?

Shareholders approved amending and restating the 2022 Long-Term Incentive Plan , ratified KPMG LLP as independent auditor for 2026, and supported executive compensation on an advisory basis. All 12 director nominees proposed by the board were also elected.

Q: What were the voting results for Wells Fargo’s 2022 Long-Term Incentive Plan amendment?

The amendment and restatement of the 2022 Long-Term Incentive Plan passed comfortably, receiving 2,337,239,396 votes in favor, or 95.93% of votes cast for and against. This strong margin indicates broad shareholder backing for the updated long-term incentive structure.

Q: Was KPMG LLP ratified as Wells Fargo (WFC) auditor for 2026?

Yes. Shareholders ratified KPMG LLP as Wells Fargo’s independent registered public accounting firm for 2026, with 2,556,099,670 votes in favor, representing 93.60% support of votes cast for and against. This indicates strong endorsement of the external auditor.

Q: Did Wells Fargo (WFC) shareholders support having an independent board chair?

No. The shareholder proposal requesting a policy for an independent chair received 830,200,706 votes in favor, or 33.90% support. A majority voted against it, so the current board leadership structure remains unchanged following the 2026 shareholder meeting.

Q: How close was the Wells Fargo shareholder proposal to adopt majority voting governance?

The proposal to govern by majority vote received 1,174,113,467 votes in favor, or 47.94% support. Although it did not pass, the result shows nearly half of participating shareholders favored this governance change, making it the most-supported shareholder proposal.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Wells Fargo & Company reported voting results from its 2026 annual shareholder meeting. Shareholders approved an amendment and restatement of the company’s 2022 Long-Term Incentive Plan, which governs equity-based compensation, as described in the 2026 proxy statement and filed in full as an exhibit.

All 12 director nominees were elected, each receiving more votes "for" than "against." Shareholders approved, on an advisory basis, executive compensation, with 1,604,792,488 votes in favor, representing 65.53% of votes cast for, against and abstaining. They also ratified the appointment of KPMG LLP as independent registered public accounting firm for 2026 with 93.60% support.

Six shareholder proposals, including requests for an independent board chair, majority voting governance, and several ESG-related reports and committees, did not receive majority support. The proposal to govern by majority vote received 47.94% support, while the other shareholder proposals drew substantially lower approval levels.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Say-on-pay support: 1,604,792,488 votes (65.53%) LTIP amendment approval: 2,337,239,396 votes (95.93%) KPMG ratification support: 2,556,099,670 votes (93.60%) +4 more

7 metrics

Say-on-pay support 1,604,792,488 votes (65.53%) Advisory vote to approve executive compensation

LTIP amendment approval 2,337,239,396 votes (95.93%) Amend and restate 2022 Long-Term Incentive Plan

KPMG ratification support 2,556,099,670 votes (93.60%) Ratification of KPMG as 2026 auditor

Independent chair proposal 830,200,706 votes (33.90%) Shareholder proposal for independent chair

Majority vote proposal 1,174,113,467 votes (47.94%) Shareholder proposal to govern by majority vote

Energy supply ratio proposal 498,482,511 votes (20.36%) ESG-related shareholder proposal

High-carbon litigation proposal 225,133,190 votes (9.19%) Shareholder proposal on high-carbon financing litigation risk

Key Terms

Long-Term Incentive Plan, Say on Pay, broker non-votes, independent registered public accounting firm, +2 more

6 terms

Long-Term Incentive Plan financial

"approved an amendment and restatement of the Company’s 2022 Long-Term Incentive Plan"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

Say on Pay financial

"Advisory Vote to Approve Executive Compensation (Say on Pay)"

Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.

broker non-votes financial

"ABSTENTIONS | BROKER NON-VOTES"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"KPMG LLP as the Company’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

emerging growth company regulatory

"Emerging growth company o"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

advisory basis financial

"shareholders approved, on an advisory basis, the compensation of the Company’s named executives"

Understanding 8-K Material Events →

04/30/2026 - 04:44 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 28, 2026

WELLS FARGO & COMPANY

(Exact name of registrant as specified in its charter)

Delaware

001-02979

No.

41-0449260

(State or Other Jurisdiction
of Incorporation)

(Commission File
Number)

(IRS Employer
Identification No.)

333 Market Street, San Francisco, California 94105

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 415-371-2921

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $1-2/3	WFC	New York Stock Exchange (NYSE)
7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L	WFC.PRL	NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y	WFC.PRY	NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z	WFC.PRZ	NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series AA	WFC.PRA	NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series CC	WFC.PRC	NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series DD	WFC.PRD	NYSE
Guarantee of Medium-Term Notes, Series A, due October 30, 2028 of Wells Fargo Finance LLC	WFC/28A	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b‑2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Company held its annual meeting of shareholders on April 28, 2026 (“2026 Shareholder Meeting”). At the 2026 Shareholder Meeting, shareholders approved an amendment and restatement of the Company’s 2022 Long-Term Incentive Plan (the “Plan”). A description of the material terms and conditions of the Plan appears under “Executive Compensation – Item 3 – Proposal to Amend and Restate the Company’s 2022 Long-Term Incentive Plan” on pages 87-94 of the Company’s definitive proxy statement for the 2026 Shareholder Meeting, filed with the Securities and Exchange Commission on March 18, 2026 (the “Proxy Statement”), which description is incorporated herein by reference. The description of the Plan incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10(a) hereto.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2026 Shareholder Meeting, shareholders elected the 12 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, as reflected below. In addition, shareholders approved, on an advisory basis, the compensation of the Company’s named executives as disclosed in the Proxy Statement, approved the Plan and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026. The six shareholder proposals presented at the 2026 Shareholder Meeting described below did not receive majority support. The final voting results for each item presented at the 2026 Shareholder Meeting are set forth below. Voting results are, when applicable, reported by rounding fractional share voting up or down to the nearest round number.

Election of Director Nominees


DIRECTOR	FOR	%1	AGAINST	ABSTENTIONS	BROKER NON-VOTES
Steven D. Black	2,366,881,189	97.09%	71,024,175	11,009,408	282,105,559
Mark A. Chancy	2,392,388,096	98.12%	45,946,671	10,580,005	282,105,559
Theodore F. Craver, Jr.	2,341,337,805	96.03%	96,746,964	10,830,003	282,105,559
Richard K. Davis	2,325,390,976	95.35%	113,425,049	10,098,747	282,105,559
Fabian T. Garcia	2,403,568,187	98.58%	34,585,482	10,761,103	282,105,559
Wayne M. Hewett	2,289,986,643	93.92%	148,235,978	10,692,151	282,105,559
CeCelia G. Morken	2,377,305,449	97.53%	60,138,087	11,471,236	282,105,559
Maria R. Morris	2,382,438,528	97.68%	56,661,926	9,814,318	282,105,559
Felicia F. Norwood	2,404,615,633	98.60%	34,170,786	10,128,353	282,105,559
Ronald L. Sargent	2,310,646,817	94.78%	127,385,267	10,882,688	282,105,559
Charles W. Scharf	2,325,282,472	95.28%	115,064,261	8,568,039	282,105,559
Suzanne M. Vautrinot	2,396,618,236	98.24%	42,960,194	9,336,342	282,105,559

Advisory Vote to Approve Executive Compensation (Say on Pay)


FOR	%2	AGAINST	ABSTENTIONS	BROKER NON-VOTES
1,604,792,488	65.53%	831,262,731	12,859,553	282,105,559

Amend and Restate the Company's 2022 Long-Term Incentive Plan


FOR	%1	AGAINST	ABSTENTIONS	BROKER NON-VOTES
2,337,239,396	95.93%	99,219,067	12,456,309	282,105,559

Ratify the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2026


FOR	%2	AGAINST	ABSTENTIONS	BROKER NON-VOTES
2,556,099,670	93.60%	166,957,643	7,963,018	—

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


FOR	%2	AGAINST	ABSTENTIONS	BROKER NON-VOTES
830,200,706	33.90%	1,589,896,934	28,817,132	282,105,559

Shareholder Proposal – Govern by Majority Vote


FOR	%2	AGAINST	ABSTENTIONS	BROKER NON-VOTES
1,174,113,467	47.94%	1,258,184,662	16,616,643	282,105,559

Shareholder Proposal – Energy Supply Ratio


FOR	%2	AGAINST	ABSTENTIONS	BROKER NON-VOTES
498,482,511	20.36%	1,920,162,032	30,270,229	282,105,559

Shareholder Proposal – Report on High-Carbon Financing Litigation Risk


FOR	%2	AGAINST	ABSTENTIONS	BROKER NON-VOTES
225,133,190	9.19%	2,193,366,868	30,414,714	282,105,559

Shareholder Proposal – Board Committee on Indigenous Peoples' Rights


FOR	%2	AGAINST	ABSTENTIONS	BROKER NON-VOTES
128,966,428	5.27%	2,282,706,541	37,241,803	282,105,559

Shareholder Proposal – Report on Respecting Vendor Civil Liberties


FOR	%2	AGAINST	ABSTENTIONS	BROKER NON-VOTES
43,192,582	1.76%	2,376,132,347	29,589,843	282,105,559

_________________________________

1 Votes cast for the proposal as a percentage of total votes cast for and against.

2 Votes cast for the proposal as a percentage of total votes cast for and against and abstentions.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.	Description	Location
10(a)	Wells Fargo & Company 2022 Long-Term Incentive Plan	Filed herewith
104	Cover Page Interactive Data File	Embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated:	April 30, 2026	WELLS FARGO & COMPANY

		By:	/s/ JANET MCGINNESS
			Janet McGinness
			Managing Director, Senior Associate General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Wells Fargo (WFC) shareholders approve at the 2026 annual meeting?

Shareholders approved amending and restating the 2022 Long-Term Incentive Plan, ratified KPMG LLP as independent auditor for 2026, and supported executive compensation on an advisory basis. All 12 director nominees proposed by the board were also elected.

How did Wells Fargo (WFC) shareholders vote on executive compensation (say on pay)?

Shareholders approved executive pay on an advisory basis, with 1,604,792,488 votes in favor, representing 65.53% of votes cast for, against and abstaining. While not overwhelming, the result indicates continued overall support for the company’s compensation program.

What were the voting results for Wells Fargo’s 2022 Long-Term Incentive Plan amendment?

The amendment and restatement of the 2022 Long-Term Incentive Plan passed comfortably, receiving 2,337,239,396 votes in favor, or 95.93% of votes cast for and against. This strong margin indicates broad shareholder backing for the updated long-term incentive structure.

Was KPMG LLP ratified as Wells Fargo (WFC) auditor for 2026?

Yes. Shareholders ratified KPMG LLP as Wells Fargo’s independent registered public accounting firm for 2026, with 2,556,099,670 votes in favor, representing 93.60% support of votes cast for and against. This indicates strong endorsement of the external auditor.

Did Wells Fargo (WFC) shareholders support having an independent board chair?

No. The shareholder proposal requesting a policy for an independent chair received 830,200,706 votes in favor, or 33.90% support. A majority voted against it, so the current board leadership structure remains unchanged following the 2026 shareholder meeting.

How close was the Wells Fargo shareholder proposal to adopt majority voting governance?

The proposal to govern by majority vote received 1,174,113,467 votes in favor, or 47.94% support. Although it did not pass, the result shows nearly half of participating shareholders favored this governance change, making it the most-supported shareholder proposal.

Filing Exhibits & Attachments

5 documents