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Wells Fargo Announces Preliminary Voting Results of 2017 Annual Meeting


All 15 Directors Receive Majority of Votes Cast

‘Say on Pay’ Approved with 96% of Votes

Wells Fargo & Company (NYSE: WFC) announced that based on preliminary voting results at today’s 2017 Annual Meeting of Stockholders all 15 directors were re-elected with a majority of the votes cast, ranging from 53 to 99 percent in favor. Stockholders also approved the 2016 compensation of the company’s executives named in its proxy statement (“Say on Pay”), ratified the appointment of KPMG LLP as the company’s independent auditors for 2017, and voted to have future votes on named executives’ compensation every year. Stockholders did not approve the six stockholder proposals presented at the meeting.

Stephen Sanger, Chairman of the Board, made the following statement:

“Wells Fargo stockholders today have sent the entire Board a clear message of dissatisfaction. Let me assure you that the Board has heard that message, and we recognize there is still a great deal of work to do to rebuild the trust of stockholders, customers and employees.

“In our conversations with stockholders, many have told us they support the substantial and wide-ranging actions taken by the Board and management over the last seven months to address the root causes of sales practice issues, enforce accountability and ensure that such improper behavior is not repeated. Yet they also feel the understandable need to hold the entire Board accountable for not moving quickly enough before that to address these issues – and that is the reason why all except our newest directors received support from 80 percent or less of shares voted today.

“The Board is steadfast in our commitment to continue to strengthen oversight and accountability while working closely with management to keep improving Wells Fargo. We thank the stockholders who supported us and we will continue our engagement with stockholders and other stakeholders in the months and years ahead.”

Based on preliminary voting results, the approximate percentage of votes cast in favor of each director are as follows:

  • John D. Baker II – 70%
  • John S. Chen – 70%
  • Lloyd H. Dean – 62%
  • Elizabeth A. Duke – 75%
  • Enrique Hernandez, Jr. – 53%
  • Donald M. James – 77%
  • Cynthia H. Milligan – 57%
  • Karen B. Peetz – 99%
  • Federico F. Peña – 54%
  • James H. Quigley – 65%
  • Stephen W. Sanger – 56%
  • Ronald L. Sargent – 99%
  • Timothy J. Sloan – 99%
  • Susan G. Swenson – 67%
  • Suzanne M. Vautrinot – 80%

Based on preliminary voting results, the votes in favor of each Company proposal as an approximate percentage of shares present in person or by proxy at the annual meeting and entitled to vote on the item are as follows:

  • Advisory resolution to approve executive compensation – 96%
  • Advisory proposal on the frequency of future advisory votes to approve executive compensation – 92% for Every Year (option receiving majority support)
  • Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2017 – 97%

Based on preliminary voting results, the votes in favor of each stockholder proposal as an approximate percentage of shares present in person or by proxy at the annual meeting and entitled to vote on the item are as follows:

  • Retail Banking Sales Practices Report – 22%
  • Cumulative Voting – 8%
  • Divesting Non-Core Business Report – 3%
  • Gender Pay Equity Report – 15%
  • Lobbying Report – 8%
  • Indigenous Peoples’ Rights Policy – 17%

The stockholder vote percentages announced at the meeting and reflected above are considered preliminary until the final results are tabulated and certified by an independent inspector of elections. The final results will be reported on a Form 8-K that will be filed with the Securities and Exchange Commission (SEC) later this week and available at the SEC's website at

About Wells Fargo

Wells Fargo & Company (NYSE: WFC) is a diversified, community-based financial services company with $2.0 trillion in assets. Founded in 1852 and headquartered in San Francisco, Wells Fargo provides banking, insurance, investments, mortgage, and consumer and commercial finance through more than 8,500 locations, 13,000 ATMs, the internet ( and mobile banking, and has offices in 42 countries and territories to support customers who conduct business in the global economy. With approximately 273,000 team members, Wells Fargo serves one in three households in the United States. Wells Fargo & Company was ranked No. 27 on Fortune’s 2016 rankings of America’s largest corporations. Wells Fargo’s vision is to satisfy our customers’ financial needs and help them succeed financially.

Cautionary Statement About Forward-Looking Statements

This news release contains forward-looking statements about our future financial performance and business. Because forward-looking statements are based on our current expectations and assumptions regarding the future, they are subject to inherent risks and uncertainties. Do not unduly rely on forward-looking statements as actual results could differ materially from expectations. Forward-looking statements speak only as of the date made, and we do not undertake to update them to reflect changes or events that occur after that date. For information about factors that could cause actual results to differ materially from our expectations, refer to our reports filed with the Securities and Exchange Commission, including the discussion under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission and available on its website at

Sard Verbinnen & Co.
George Sard, Paul Scarpetta, Chris Kittredge, 212-687-8080
Wells Fargo & Company
Mark Folk, 704-383-7088
Ancel Martinez, 415-222-3858
Wells Fargo & Company
Jim Rowe, 415-396-8216

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