8-K 1 d446062d8k.htm FORM 8-K Form 8-K





Washington, DC 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 27, 2012




(Exact Name of Registrant as Specified in Its Charter)




Delaware   001-2979   No. 41-0449260

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)

420 Montgomery Street, San Francisco, California 94163

(Address of Principal Executive Offices) (Zip Code)


(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)



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))




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

(d) On November 27, 2012, the board of directors (the “Board”) of Wells Fargo & Company (the “Company”) elected Howard V. “Rick” Richardson to the Company’s Board, effective January 1, 2013. Mr. Richardson will be considered an independent director under the New York Stock Exchange’s corporate governance listing standards and the Company’s Corporate Governance Guidelines. He will serve on the Board’s Audit and Examination Committee.

Mr. Richardson 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 2012 proxy statement filed with the Securities and Exchange Commission on March 15, 2012. Under the non-employee director compensation program, Mr. Richardson will automatically be granted a stock award on January 2, 2013 under the Company’s Long-Term Incentive Compensation Plan of shares of Company common stock having a fair market value of approximately $50,000. The number of shares of Company common stock subject to the stock award will be determined by dividing the award value by the closing price of Company common stock on January 2, 2013, 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 is set forth in Exhibit 10(t) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

The Company’s news release (the “News Release”) announcing the election of Mr. Richardson to the Board is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 5.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


99.1    The News Release


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: November 29, 2012     WELLS FARGO & COMPANY

/s/ Laurel A. Holschuh

        Laurel A. Holschuh
        Senior Vice President and Secretary