Notice Of Annual Meeting And Proxy Statement
Notice of Annual Meetingand Proxy StatementWells Fargo & Company2021 Annual Meeting of Shareholders
Letter to our Shareholdersfrom our Chief Executive OfficerMarch 16, 2021Dear Fellow Shareholders,We are pleased to invite you to attend Wells Fargo’s 2021 Annual Meeting ofShareholders to be held on April 27, 2021, at 10 a.m. Eastern time, via live webcastat www.virtualshareholdermeeting.com/WFC2021. The annual meeting provides ourshareholders with the opportunity to ask questions about matters to be voted on atthe meeting and the Company’s business, to consider matters described in the proxystatement, and to receive an update on the Company’s performance and activities.The matters to be considered at the annual meeting include the election of directors,an advisory vote to approve the 2020 compensation of named executive officers, theratification of the appointment of the Company’s independent registered public accountingfirm for 2021, and shareholder proposals.Your vote is important to us. Please vote as soon as possible by one of the methods describedin your proxy materials, even if you plan to attend the virtual annual meeting. The notice andproxy statement provide you with information about how you can attend the virtual annualmeeting and vote your shares. Please read the proxy statement for more information.Thank you for your continued investment in and support of Wells Fargo.Sincerely,Charles W. ScharfCEO1
Letter to our Shareholdersfrom our Chairman of the BoardMarch 16, 2021Dear Fellow Shareholders,I became Chairman of the Wells Fargo Board of Directors in March 2020, just days beforethe world began to recognize the severity of the COVID-19 pandemic. The impact of thepandemic on families, communities, and businesses has been substantial. The people ofWells Fargo have worked tirelessly to support our customers, employees, and communitiesby implementing a broad range of actions and initiatives. Despite the unprecedentedcircumstances, we have continued the work necessary to move Wells Fargo forward,including in response to the pandemic. As we approach the spring of 2021 and theavailability of vaccines increases, we are hopeful that all of us can return to somedegree of normality by the end of 2021.The Board named Charlie Scharf CEO in September 2019 and, since joining the Companyin October 2019, Charlie has conducted an extensive review of the Company’s businesses,operating model, and strategy, and he has made significant changes to position the Companyto be more efficient and effective. He has introduced a flatter organizational structure withimproved reporting, elevated strong internal talent, brought in people from other organizationswho have experience leading transformational change, and provided our managementteam with clear authority and responsibility. In consultation with the Board, Charlie hasset clear priorities for the team and is driving our top priority — to continue strengtheningthe Company’s risk and control foundation and addressing outstanding regulatory matters —with a sense of urgency.A multiyear effort is underway to make Wells Fargo a better and more efficient company,including by reducing third-party spend, consolidating locations and operational platforms,focusing on identifying and developing our core businesses, and applying technologydifferently. Our businesses are working to leverage data more effectively to providecustomers with useful guidance to enable them to make better-informed financialdecisions, and to provide the tools that make doing business with Wells Fargo simpler,easier, and more convenient.The Board and its Human Resources Committee are fully engaged in overseeingWells Fargo’s diversity, equity, and inclusion initiatives and human capital managementto support management in its efforts to drive meaningful change. Progress in these areaswas evaluated and taken into consideration by the Board and the Human ResourcesCommittee as part of year-end compensation decisions for Charlie and our otherexecutive officers.The Board and the Company have consistently acted to enhance our governance practicesand transparency through disclosures in response to the perspectives of our shareholdersand other stakeholders. The Board’s Corporate Responsibility Committee oversees theCompany’s significant strategies, policies, and programs on social and public responsibility2
matters, including environmental sustainability and climate change. The Board and the CorporateResponsibility Committee were actively engaged in the Company’s recent decision to set theambitious goal of net-zero greenhouse gas emissions in the Company’s financed emissions by2050. We continue to oversee and support management in the Company’s increased reportingon important ESG topics such as the publication earlier this year of the Company’s inaugural TaskForce on Climate-Related Financial Disclosures report.Since becoming Chairman, I have spent a significant amount of time meeting with a number ofour shareholders, and I have appreciated the opportunity to hear their feedback about Wells Fargo.We understand that the Company’s performance has suffered from both the effects of the pandemicand our historical issues. The Board, which has been largely reconstituted over the past severalyears – including with the addition of two new directors in 2020 with extensive banking expertise– is focused on helping the Company realize its full potential. We have a diverse group of skilleddirectors with fresh perspectives and significant experience who are dedicated to the Company’ssuccess.There is a lot of work ahead, but we remain confident about the underlying strength of ourCompany’s franchise, the soundness and direction of our strategy to improve operational andfinancial performance, and the Company’s ability to achieve our goal of making Wells Fargothe preeminent provider of financial services in the U.S.On behalf of Wells Fargo, we would like to thank Don James, who is not standing for reelection thisyear and is retiring from our Board in April following more than a decade of service. We appreciatehis contributions to Wells Fargo.We are pleased to invite you to attend our 2021 Annual Meeting of Shareholders on April 27,2021, at 10 a.m. Eastern time. As in 2020, this year’s annual meeting will be held virtuallyin order to protect the health and safety of our shareholders, employees, directors, and othermeeting participants. We had more participants and the opportunity to answer more questionsat last year’s annual meeting than in previous years, and we again look forward to an informativeand engaging meeting for our shareholders.Thank you for your continued investment in and support of Wells Fargo.Sincerely,Charles H. NoskiChairman of the Board3
MeetingInformationDate & TimeTuesday, April 27, 202110:00 a.m., EDTVirtual Meeting ice of 2021 AnnualMeeting of ShareholdersRecord DateFebruary 26, 2021Items of Business1Elect as directors the 12 nominees named in our proxy statement2Vote on an advisory resolution to approve executive compensation3Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 20214Vote on four shareholder proposals (Items 4 – 7), if properly presented at the meeting and not previously withdrawn5Consider any other business properly brought before the meetingHow to VoteYour vote is important! Please vote your shares by proxy prior to the meeting in one of the following ways orlog into the meeting using your valid control number in your proxy materials to vote during the meeting.Please refer to page 123 of this proxy statement for additional voting and attendance information.By InternetBy PhoneBy MailBy Mobile DeviceVisit the website listed inyour notice of internetavailability of proxymaterials or your proxy cardor voting instruction formCall the toll-free votingnumber in your votingmaterialsMail your completed andsigned proxy orvoting instruction formScan the QR Barcodeon your voting materialsIn the interest of the health and safety of our shareholders, employees, and communities and in light of the ongoingCOVID-19 pandemic, our Board of Directors determined that the meeting will be held in a virtual-only format at:www.virtualshareholdermeeting.com/WFC2021. A list of our shareholders of record will be made available to shareholdersduring the annual meeting at: www.virtualshareholdermeeting.com/WFC2021.By Order of our Board of Directors,Anthony R. AuglieraDeputy General Counsel and Corporate SecretaryImportant Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 27, 2021:Wells Fargo’s 2021 Proxy Statement and Annual Report to Shareholders for the year ended December 31, 2020 are available at:www.proxyvote.com.This notice and the accompanying proxy statement, 2020 annual report, and proxy card or voting instruction form were first made available toshareholders beginning on March 16, 2021. You may vote if you owned shares of our common stock at the close of business on February 26, 2021,the record date for notice of and voting at our annual meeting.
Proxy SummaryThis summary highlights certain information contained in this proxy statement. You should read the entire proxy statementcarefully before voting.Who We AreWe are a leading U.S. financial services company that proudly serves consumers, small businesses, and middlemarket and large companies. We partner with our customers to help them achieve their financial goals and withcommunities to make a positive impact.Our Strategic PillarsWe are continuing the work to build a strong and consistent foundation. The following are foundational pillars onwhich we are focused.Risk and ControlCultureOperationalExcellence andStrongManagementTeamCustomer CentricCulture andConductTechnology andInnovationFinancial StrengthOur Leadership and BusinessFollowing our leadership transition, we are changing the way we run the Company and redefining parts of ourculture to be more effective.Tone from the TopFocus on our Risk and ControlFoundation and ResolvingLegacy IssuesFour Reportable OperatingSegments We have introduced a flatterorganizational structure,brought in external talent, andprovided leaders with clearauthority, accountability, andresponsibility. New Company expectations forall employees provide guidanceon our expectations in order tocreate a more consistent culture.O Embrace candorO Do what’s rightO Be great at executionO Learn and growO Champion diversity, equity,and inclusionO Build high-performing teams Our Board and its HumanResources Committee overseeour culture efforts and receivereporting from management onour progress. We are committed toadvancing diversity, equity,and inclusion (DE&I) in ourworkplace and the marketplace,including through specific DE&Iactions and commitments.Our Board remains focused onoverseeing management’s effortsto strengthen the Company’s riskand control foundation.In addition to introducing a neworganizational model in February2020 with five principal lines ofbusiness, we reorganized ourmanagement reporting beginningfor the fourth quarter of 2020 to thefollowing four reportableoperating segments: Consumer Banking and Lending Commercial Banking Corporate and InvestmentBanking Wealth and InvestmentManagementOur core target market is U.S.consumers and businesses of allsizes. We are a trusted advisor andprovide core banking servicesincluding deposits, capital (privateand public access to debt andequity), payments, and investments.We have the right businesses atWells Fargo to achieve our goal.We have the products, services,people, and scale to be a leader ineach business, and each businesshas opportunities to servecustomers more broadly andimprove its own financial profile.In consultation with the Board, ourCEO, Charles W. Scharf, has setclear priorities for the team andis driving our top priority – tocontinue strengthening theCompany’s risk and controlinfrastructure and addressingoutstanding regulatory matters –with a sense of urgency.During 2020, the Companyannounced an enhancedorganizational structure tomanage risk, including five line ofbusiness Chief Risk Officersreporting to the Company’s ChiefRisk Officer.We also have made fundamentalchanges in our operations throughthe creation of an integratedoperations organization thatincludes both central and businessand function-aligned controlexecutives to provide a moreintegrated approach to ourbusiness operations.2021 Proxy Statement i
Our Support of Customers, Employees, and Communities During theCOVID-19 PandemicOur Board and management have worked tirelessly to support our customers, employees, and communitiesthroughout the COVID-19 pandemic by implementing a broad range of actions and initiatives. The latestinformation on the Company’s response to COVID-19, including additional information about our support of customers,employees, and communities, is available on our website at https:/stories.wf.com/wp-content/uploads/COVID outreach external.pdf.The COVID-19 pandemic required an unprecedented, coordinated response by the Company to address the health andwell-being of both our customers and employees. As part of this effort, Wells Fargo quickly established enhancedmanagement routines to enable cross-enterprise collaboration and rapid decision-making to support our customers andemployees, while instituting new safety protocols and managing risk. This effort was led by the Operating Committee(including named executives), who early on met multiple times each day to provide leadership and critical decision-makingthat enabled the Company to continue to operate effectively and navigate difficult markets.Our Board of Directors, under the leadership of our new independent Chairman, also met frequently during March andApril 2020 to actively oversee the Company’s response.Wells Fargo was recognized as leading the U.S. financial services industry for COVID-19 safety by research firmIpsos in September 2020. The following are examples of ways in which we have supported our customers, helped ourcommunities and small businesses, and assisted our employees during the COVID-19 pandemic.Supporting Our CustomersHelping Our Communities & Small Businesses Kept at least 70% of our branches open whileimplementing CDC-recommended safety protocols 475 million in charitable giving, including the 85million deployed from our Open for Business Fund(noted to left) Helped 3.6 million consumer and small businesscustomers by deferring payments and waiving fees Temporarily suspended residential propertyforeclosures, evictions, and involuntary autorepossessions Voluntarily committed to donate all of the grossprocessing fees from funding Paycheck ProtectionProgram loans made in 2020 by creating the Open forBusiness Fund, which provides support to strugglingsmall businesses impacted by COVID-19; of thisapproximately 420 million commitment, we donatedapproximately 85 million in 2020 and will continue todonate these funds through 2022 During the height of the market volatility caused by theCOVID-19 pandemic, Wells Fargo Investment Institute(WFII) hosted daily market volatility calls for clients;overall WFII hosted 44 market volatility calls in the firsthalf of 2020 with more than 150,000 participants Provided 82 million meals to families in need, from acombination of food bank events and a 10 milliondonation to Feeding America Kept 200,000 individuals housed through our support ofrent relief, eviction prevention and other housinginitiativesAssisting Our Employees Made a cash award to approximately 165,000employees who earn less than 100,000 per year andadditional special payments to those working on thefront lines Aided more than 23,000 employees via a 25 milliongrant to the WE Care employee relief fund Granted eligible employees additional days off so theycould arrange for child care; more than 22,000employees utilized enhanced childcare benefits amidthe pandemic Enabled approximately 200,000 employees to workremotely across the enterprise, launched 24x7employee and manager support for COVID-19 casereporting and contact tracingiiWells Fargo & Company
Board Leadership and Composition HighlightsThe Board remains focused on continual enhancement of its composition, oversight, and governance practices and onBoard succession planning to enable the Board to continue to oversee the Company and its business effectively.Board Leadership Structure1 Independent Chairman of the Board with well-definedauthority and responsibilities10 of 11ReconstitutedBoard All standing Board committees(1) have new independentchairs since 2017IndependentDirector NomineesNew SinceJan. 201791%Board Composition10 Significant Board refreshment – 10 of our 11 independentdirector nominees joined the Board since January 2017 Enhanced financial services, regulatory, financial reporting,risk management, business operations, and corporategovernance skills and experience represented on the Boardthrough the addition of two new independent directors in 2020Tenure of IndependentDirector Nominees* Continued focus on recruiting directors and adapting thecomposition of the Board to meet the needs of the Companyin the future2.455 3yrs3-5yrsOversight and Governance Practices Engaged a third party in 2020 to facilitate the Board’scomprehensive annual self-evaluation of Boardperformance and effectiveness1 Conducted a holistic review of the Board’s standingcommittee and subcommittee structure, charters, andoversight responsibilities in connection with the Board’s2020 self-evaluation Contacted institutional investors representingapproximately 35% of our common shares and engaged withother stakeholders since our 2020 annual meeting; continuedto demonstrate our strong track record of responsiveness andtransparency through our engagements and public disclosures 5yrs66 of 6 Made committee structure and oversight responsibilitychanges that are intended to (1) enhance the risk oversightresponsibilities of and reporting provided to the RiskCommittee, which oversees all Company-wide risks, and(2) avoid duplication of oversight responsibilities and reportingamong the Board’s committees Executed against enhanced Board succession planningprocesses, including for committee chair rolesAverage Yearsof Tenure100%New Chairs ofStanding BoardCommittees(1)Since 2017* Based on completed years of service from date firstelected to Board(1)The Board’s current standing committees are: Audit;Corporate Responsibility; Finance; Governance andNominating; Human Resources; and RiskBoard Diversity HighlightsWhile our Board does not have a specific policy on diversity, our Corporate Governance Guidelines and the Governance andNominating Committee’s charter specify that the Board and Governance and Nominating Committee incorporate a broad view ofdiversity into its director nomination process. In addition, the Board has a diverse candidate pool for each director search the Boardundertakes. The current composition of our Board reflects those efforts and the importance our Board places on diversity of the Board.25%25%of our directornominees areWomenof our directornominees areRacially/EthnicallyDiverse3 of 12Director Nominees areWomen2 of 12Director Nominees areAfrican-American1 of 12Director Nominees isHispanic42%of our directornominees areGender and/orRacially/EthnicallyDiverse2021 Proxy Statement iii
Our Director NomineesCharles H. NoskiIndependent Chairman Significant financial servicesexperience as a former executive anda director at large financial institutionsRetired Vice Chairman and formerChief Financial Officer, Bank of Substantial leadership and corporateAmerica Corporationgovernance experience throughservice as Chairman of Wells Fargo’sAge: 68Board of Directors, lead independentDirector Since: 2019director of another public company,Committees: AC*, GNCand service on corporate boards inOther Public Boards: 2various leadership roles for over 20yearsSteven D. BlackMark A. ChancyCeleste A. ClarkIndependentCo-CEO, Bregal Investments,Inc.; Former Vice Chairman,JPMorgan Chase & Co.IndependentRetired Vice Chairman andCo-Chief Operating Officer,SunTrust Banks, Inc.Age: 68Director Since: 2020Committees: FCOther Public Boards: 1Age: 56Director Since: 2020Committees: AC, RCOther Public Boards: 1IndependentPrincipal, Abraham ClarkConsulting, LLC; retired Sr. VP,Global Public Policy and ExternalRelations, and Chief SustainabilityOfficer, Kellogg CompanyAge: 67Director Since: 2018Committees: CRC*, GNCOther Public Boards: 2Theodore F. Craver, Jr.Wayne M. HewettMaria R. MorrisIndependentRetired Chairman,President, and CEO,Edison InternationalIndependentSenior Advisor, Permira;Chairman, DiversiTech Corporationand Cambrex CorporationIndependentRetired Executive Vice Presidentand head of Global EmployeeBenefits business, MetLife, Inc.Age: 69Director Since: 2018Committees: AC, FC*Other Public Boards: 1Age: 56Director Since: 2019Committees: CRC, HRC, RCOther Public Boards: 2Age: 58Director Since: 2018Committees: HRC, RC*Other Public Boards: 1Richard B. Payne, Jr.Juan A. PujadasRonald L. SargentIndependentRetired Vice Chairman,Wholesale Banking,U.S. BancorpIndependentRetired Principal,PricewaterhouseCoopers LLP,and former Vice Chairman,Global Advisory Services, PwC Intl.IndependentRetired Chairman and CEO,Staples, Inc.Age: 73Director Since: 2019Committees: RCOther Public Boards: 0Age: 59Director Since: 2017Committees: FC, RCOther Public Boards: 0Charles W. ScharfSuzanne M. VautrinotCEO & PresidentWells Fargo & CompanyIndependentPresident, Kilovolt Consulting Inc.;Major General (retired), U.S. AirForceAge: 55Director Since: 2019Committees: NoneOther Public Boards: 1AC Audit CommitteeAge: 65Director Since: 2017Committees: AC, GNC, HRC*Other Public Boards: 2Highlights ofQualificationsand Experienceof our DirectorNominees92%areindependent67%have financial servicesexperience83%have risk managementexperience42%haveCEO experienceAge: 61Director Since: 2015Committees: CRC, RCOther Public Boards: 3FC Finance CommitteeHRC Human Resources Committee CRC Corporate Responsibility CommitteeGNC Governance and Nominating Committee RC Risk Committee * Committee Chairiv Wells Fargo & CompanyOur Boardrecommendsthat you voteFOR each ofthese directornominees for aone-year term
Year Round Investor Engagement Through Board-Led Program Since 2010, we have had an investor engagement program with independent director participation to help us betterunderstand the views of our investors on key corporate governance and other topics. Since our 2020 annual meeting, we contacted institutional investors representing approximately 35% of ouroutstanding shares and engaged with a significant number of our investors and other stakeholders to provide updateson the Company, discuss governance and other matters, and hear their perspectives. The feedback we receive from our investors and other stakeholders during these meetings helps inform the Company’sand the Board’s decision-making and we have consistently acted to enhance our governance practices andtransparency through our disclosures in response to those perspectives.Board-led engagement program conducted year roundShareholder Engagement Topics – Feedback Shared with the Board Board and Company response tothe COVID-19 pandemic,including the Company’s supportof customers, employees, andcommunities Company strategy, includingexpense initiatives Company performance, progress,and transformation20202021 Board composition, diversity, andBoard experience matrix disclosure Board oversight of risk and diversity &inclusion initiatives Performance management andexecutive compensation program,including compensation programchanges and metrics Board-level engagement and oversight ESG disclosures and practices andCorporate Responsibility Committeeof management, including changes inoversightthe Company’s senior leadership Virtual meetings and practices, Culture and employee engagementincluding best practices used by theCompany for its 2020 annual meetingEnhanced Governance Practices, Transparency, and Disclosures On March 8, 2021, Wells Fargo announced a major step in our efforts to support the transition to a lowcarbon economy by setting a goal of net-zero greenhouse gas emissions – including our financedemissions – by 2050. To help meet this ambitious goal, Wells Fargo will, among other things, measureand disclose financed emissions for select carbon-intensive portfolios; set interim emission reductiontargets; deploy more capital to finance climate innovation; and continue to work with our clients on theirown emissions reductions efforts. Wells Fargo also will launch an Institute for Sustainable Finance tomanage the deployment of 500 billion of financing to sustainable businesses and projects by 2030. Published Wells Fargo’s inaugural Task Force on Climate-Related Financial Disclosures (TCFD)Report in February 2021, available at ateresponsibility/climate-disclosure.pdf Reorganized our management reporting into four reportable operating segments: Consumer Bankingand Lending, Commercial Banking, Corporate and Investment Banking, and Wealth and InvestmentManagement Published updates on the Company’s progress, including leadership changes, organizationalimprovements, culture transformation, and our support of customers, in Wells Fargo: Charting a NewFuture available at https://stories.wf.com/new-future Enhanced our 2020 ESG disclosure (available on the Corporate Responsibility Goals and Reportingpage of our website at ibility/goals-and-reporting) tobetter meet stakeholder expectations, including through publication of:OCorporate Responsibility Highlights, which summarize key ESG progress and activities from 2019OOur 2020 ESG Report, ESG Goals and Performance Data, and GRI/SASB Index which includedisclosure on progress toward 2020 goals, 3-year data trends, linkage to GRI and SASB indicators,customer satisfaction, privacy, data security, health and safety, human capital, and EEO-1percentage informationOOur Issue Brief on Climate Change disclosing our support of the principles of the Paris Agreementand actions Wells Fargo is taking to embed sustainability Agreed in August 2020 to publish consolidated EEO-1 gender/race employment data in 2021* See pages 10-11 for extended timeline2021 Proxy Statement v
Our Compensation Principles and Disciplined Performance AssessmentFrameworkCompensation PrinciplesOur executive compensation programs are designed andadministered in accordance with establishedcompensation principles, each of which is an essentialcomponent to driving strong, risk-managed performance.Consistent with the principles below, incentivecompensation is designed to motivate executives toachieve short-, medium-, and long-term performance thatgenerates sustained shareholder value. Both the annualcash bonus and the long-term equity components ofincentive compensation awarded are determined based onthe prior year’s performance. Long-term equity remains atrisk until payment and incentives are subject to forfeitureor recovery under certain conditions.1Pay for Performance2Promote Effective Risk Management3Attract and Retain TalentDisciplined Performance AssessmentFrameworkThe cornerstone of our Company’s compensation programis the performance assessment, which is guided by ourrobust performance assessment framework, supported bya process overseen by the HRC, and directly drives theoutcome of incentive compensation awarded. Ourperformance assessment framework evaluates theperformance of our named executives on the basis of thefollowing Reflects a wide range offinancial and non-financialmetrics, with performanceassessed on both an absoluteand relative basisReflects execution againststrategic deliverables andinitiatives, as well as businessline results or performance ofenterprise function/departmentdepending on the executive’sroleBeginning for 2020, takes intoaccount progress againstdiversity initiativesReflects progress on thebuildout of our risk and controlinfrastructureRisk Accountability(Risk Overlay)Reflects effectiveness of eachnamed executive in riskmanagement specific to his orher roles and businessfunctionExecutive Compensation Supports Business TransformationThe HRC has made significant changes to our executive compensation program over the last few years to reflect thetransformation of the Company and its long-term strategic goals. The HRC views executive compensation asinstrumental in our ability to drive shareholder value through plans and programs that reinforce shared success, serveto attract the talent needed to effectively develop and execute on our strategic priorities, align the interests ofexecutives with those of shareholders through incentive plans that drive short-, medium-, and long-term value, and todiscourage imprudent risk-taking and hold individuals accountable, as appropriate. We believe our executivecompensation program and its resulting realizable pay for named executives demonstrates our strong commitment tolinking compensation to Company performance and our strategic goals. The HRC will continue to actively monitor thisalignment.vi Wells Fargo & Company
Executive Compensation Decision Highlights2020 Company PerformanceOur financial performance in 2020 was challenged by both the COVID-19 pandemic and the necessary work to put oursubstantial legacy issues behind us. The pandemic increased our expenses and reduced revenue as we took actions toprotect the safety of both our employees and customers while continuing to carry out the Company’s role as a provider ofessential services to our communities. For additional information on significant drivers of our 2020 financial performance,see pages 69-70 of our Compensation Discu
Wells Fargo’s 2021 Proxy Statement and Annual Report to Shareholders for the year ended December 31, 2020 are available at: www.proxyvote.com This notice and the accompanying proxy statement, 2020 annual report, and proxy car
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