Extreme ISS voting recommendation fails to recognize substantial Board actions to address issues; issued without considering findings of Board’s independent investigation
The Board of Directors of Wells Fargo & Company (NYSE: WFC) issued the
following statement regarding today’s report on Wells Fargo by
Institutional Shareholder Services (“ISS”) in connection with the April
25, 2017 Annual Meeting of Stockholders:
“The extreme and unprecedented ISS voting recommendation on directors
fails to recognize the active engagement of the Board and the
substantial actions it has already taken to strengthen oversight and
increase accountability at all levels of Wells Fargo, including
important improvements to corporate governance. The Board and management
are working tirelessly to rebuild the trust of customers, employees and
investors, and are making substantial progress in strengthening Wells
Fargo.
The ISS report was also issued without taking into account findings of
the Board’s independent investigation, which was launched last September
and will be made public shortly.
We strongly disagree with the unwarranted recommendation by ISS to vote
against 12 of Wells Fargo’s 15 directors -- and urge our shareholders to
disregard ISS’s director voting recommendations and judge for themselves
the findings of the investigation and the strong actions the Board has
already taken.”
The Board has already taken numerous actions and supported management’s
steps to promote accountability, strengthen oversight, and hold to
account those responsible for improper sales practices, including:
-
Named Tim Sloan CEO and Mary Mack head of Community Banking
-
Separated the roles of Chairman and CEO, and changed Company by-laws
to require such separation
-
Appointed Steve Sanger Chairman and Betsy Duke Vice Chair
-
Appointed two new, highly qualified Board members, Karen Peetz and
Ronald Sargent
-
Terminated for cause four current or former senior managers in the
Community Bank to date
-
Taken executive compensation actions with a total impact of
approximately $100 million to date
-
Centralized and elevated previously decentralized risk management and
enterprise functions
-
Approved a new Community Bank compensation program that eliminates
retail product sales goals
About Wells Fargo
Wells Fargo & Company is a diversified, community-based financial
services company with $1.9 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 8,600 locations, 13,000 ATMs, the internet (wellsfargo.com) and
mobile banking, and has offices in 42 countries and territories to
support customers who conduct business in the global economy. With
approximately 269,000 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 www.sec.gov.