Wells Fargo

(b) On January 28, 2020, John D. Baker II, a member of the board of directors (the “Board”) of Wells Fargo & Company (the “Company”), informed the Company that he will not stand for re-election to the Board and will retire as a director of the Company at the Company’s 2020 annual meeting of shareholders, which is scheduled to be held on April 28, 2020.

On December 2, 2019, Wells Fargo & Company (the “Company”) announced the appointment of Scott E. Powell as its Chief Operating Officer effective as of December 9, 2019. The Company’s news release announcing Mr. Powell’s appointment is attached to this report as Exhibit 99.1 and is incorporated by reference into this

On November 19, 2019, Avid Modjtabai, Senior Executive Vice President and head of Payments, Virtual Solutions and Innovation, informed Wells Fargo & Company (the “Company”) of her decision to retire from the Company effective March 31, 2020. The Company’s news release relating to Ms. Modjtabai’s retirement is attached to this report as Exhibit 99.1 and is incorporated by reference into this

On November 14, 2019, Wells Fargo & Company (the “Company”) announced that Senior Executive Vice President and General Counsel C. Allen Parker has decided to leave the Company effective March 31, 2020, to pursue other business opportunities. The Company’s news release announcing Mr. Parker’s decision is attached to this report as Exhibit 99.1 and is incorporated by reference into this

As previously disclosed in a Current Report on Form 8-K filed by Wells Fargo & Company (the “Company”) on September 27, 2019 (the “September 2019 Form 8-K”), the Company’s board of directors (the “Board”) appointed Charles W. Scharf as Chief Executive Officer and President of the Company and as a member of the Board, in each case to be effective October 21, 2019. Among other compensation arrangements described in the September 2019 Form 8-K, effective upon commencement of his employment with the Company, Mr. Scharf received an award of 570,421 restricted share rights (“RSRs”) under the Company’s Long-Term Incentive Compensation Plan. The RSRs were granted pursuant to the terms and conditions contained in the Restricted Share Rights Award Agreement attached hereto as Exhibit 10(a) and incorporated by reference into this

On October 17, 2019, the board of directors (the “Board”) of Wells Fargo & Company (the “Company”) elected Richard B. Payne, Jr. to the Board, effective immediately. His election increases the size of the Company’s Board to 14 directors. Mr. Payne is considered an independent director under the New York Stock Exchange’s corporate governance listing standards and the Company’s Corporate Governance Guidelines. He has been appointed to serve on the Board’s Credit Committee. Mr. Payne 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 2019 proxy statement filed with the Securities and Exchange Commission on March 13, 2019.

Wells Fargo & Company (the “Company”) today announced that on September 26, 2019 the Company entered into an offer letter with Charles W. Scharf, pursuant to which the board of directors (the “Board”) of the Company appointed Mr. Scharf to be the Company’s Chief Executive Officer and President, and a member of the Company’s Board, in each case effective as of his commencement of employment, on October 21, 2019. Mr. Scharf will also serve as the Chief Executive Officer and President, and a member of the Board, of Wells Fargo Bank, National Association (the “Bank”). The Bank has received from the Office of the Comptroller of the Currency (the “OCC”) a prior written determination of no supervisory objection to Mr. Scharf’s appointment to his positions with the Bank, as required by the Bank’s consent order with the OCC dated April 20, 2018. Effective as of the date Mr.

On May 28, 2019, the board of directors (the “Board”) of Wells Fargo & Company (the “Company”) elected Charles H. Noski to the Board, effective June 1, 2019. His election increases the size of the Company’s Board to 13 directors. Mr. Noski is considered an independent director under the New York Stock Exchange’s corporate governance listing standards and the Company’s Corporate Governance Guidelines. He has been appointed to serve on the Board’s Audit and Examination Committee. Mr. Noski 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 2019 proxy statement filed with the Securities and Exchange Commission on March 13, 2019.

Wells Fargo & Company (the “Company”) held its annual meeting of shareholders on April 23, 2019 (the “Annual Meeting”). At the Annual Meeting, shareholders approved the Company’s Amended and Restated Long-Term Incentive Compensation Plan (“LTICP”) which, among other things, increases the number of shares of the Company’s common stock available for awards under the LTICP by an additional 200 million shares and provides that, subject to the share limitations within the LTICP, awards may be granted under the LTICP through the tenth anniversary of the Annual Meeting. A description of the material terms and conditions of the LTICP appears on pages 116-123 of the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 13, 2019 (as supplemented on April 2, 2019, the “Proxy Statement”).

Wells Fargo & Company (the “Company”) announced that, effective as of today, Timothy J. Sloan has stepped down as Chief Executive Officer and President, and as a director of the Company. He also will retire from the Company on June 30, 2019. Mr. Sloan informed the Company’s Board of Directors (the “Board”) of his decision to step down on March 26, 2019. In addition, on March 26, 2019, the Board elected C. Allen Parker to the Board and as interim Chief Executive Officer and President, effective as of today. Mr. Parker, age 64, served as Senior Executive Vice President and General Counsel of the Company from March 2017 to March 2019. Mr. Parker has been a member of the Company’s Operating Committee, which is the Company’s senior-most business committee responsible for considering and deciding on key strategic, business, and operational matters.

(d) On January 3, 2019, the board of directors (the “Board”) of Wells Fargo & Company (the “Company”) elected Wayne M. Hewett to the Company’s Board, effective January 7, 2019. His election increases the size of the Company’s Board to 13 directors. Mr. Hewett is considered an independent director under the New York Stock Exchange’s corporate governance listing standards and the Company’s Corporate Governance Guidelines. He has been appointed to serve on the Board’s Human Resources Committee and Risk Committee. Since the beginning of 2018, Mr. Hewett, certain of his immediate family members, and affiliated entities of certain of his immediate family members entered into loans, other extensions of credit and/or banking or financial services transactions in the ordinary course of business with the Company’s banking and other subsidiaries.

On February 27, 2018, each of John S. Chen, Lloyd H. Dean, Enrique Hernandez, Jr., and Federico F. Peña notified Wells Fargo & Company (the “Company”) that he will not stand for reelection at the Company’s 2018 annual meeting of stockholders (the “Annual Meeting”) and will retire from the Board of Directors at the Annual Meeting. Their decisions to retire were not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Company’s news release (the “News Release”) announcing the retirements of the above directors is attached to this report as Exhibit 99.1 and is incorporated by reference into this

On January 13, 2018, Michael J. Loughlin notified Wells Fargo & Company (the “Company”) of his decision to retire as the Company’s Chief Risk Officer. The Company’s news release announcing Mr. Loughlin’s retirement is attached to this report as Exhibit 99.1 and is incorporated by reference into this

On November 28, 2017, the board of directors (the “Board”) of Wells Fargo & Company (the “Company”) elected Celeste A. Clark, PhD, Theodore F. Craver, Jr., and Maria R. Morris to the Company’s Board, effective January 1, 2018. Each of Dr. Clark, Mr. Craver, and Ms. Morris is considered an independent director under the New York Stock Exchange’s corporate governance listing standards and the Company’s Corporate Governance Guidelines. Dr. Clark has been appointed to serve on the Board’s Corporate Responsibility Committee, Mr. Craver has been appointed to serve on the Board’s Audit and Examination Committee, and Ms. Morris has been appointed to serve on the Board’s Risk Committee, in each case effective January 1, 2018. Since the beginning of 2016, Dr. Clark and Mr. Craver, certain immediate family members of Dr. Clark, Mr. Craver, and Ms.

Election of New Independent Director On August 15, 2017, the board of directors (the “Board”) of Wells Fargo & Company (the “Company”) elected Juan A. Pujadas to the Company’s Board, effective September 1, 2017. As a result of his election, the size of the Company’s Board will be 16 directors. Mr. Pujadas is considered an independent director under the New York Stock Exchange’s corporate governance listing standards and the Company’s Corporate Governance Guidelines. Mr. Pujadas has been appointed to serve on the Board’s Risk Committee, Credit Committee, and Finance Committee, effective September 1, 2017. Since the beginning of 2016, an affiliated entity of one of Mr. Pujadas’ immediate family members entered into loans, other extensions of credit and/or banking or financial services transactions in the ordinary course of business with the Company’s banking and other subsidiaries.

On May 26, 2017, David M. Carroll notified Wells Fargo & Company (“Wells Fargo” or the “Company”) of his decision to retire as head of Wealth and Investment Management, effective July 1, 2017. Mr. Carroll is expected to remain as an employee of the Company until July 31, 2017. The Company’s news release announcing Mr. Carroll’s retirement is attached to this report as Exhibit 99.1 and is incorporated by reference into this

On April 7, 2017, the Board of Directors (the “Board”) of Wells Fargo & Company (the “Company”) determined to claw back additional compensation from former Chairman and Chief Executive Officer John G. Stumpf and former Senior Executive Vice President and head of Community Banking Carrie L. Tolstedt. In Mr. Stumpf’s case, the Company will claw back compensation of approximately $28 million (the value at the time of distribution in March 2016 of shares issued to him following vesting of his Performance Share award granted on March 8, 2013), which the Board may effect through compensation that would otherwise be paid to him. In Ms. Tolstedt’s case, the Company will cause to be forfeited all of her outstanding stock options (valued at approximately $47 million based on the closing price of the Company’s common stock on April 7, 2017).

(b) On February 28, 2017, Susan E. Engel, a member of the Board of Directors (the “Board”) of Wells Fargo & Company (the “Company”), informed the Company that she will not stand for re-election and will retire as a member of the Board at the Company’s upcoming Annual Meeting of Stockholders scheduled to be held on April 25, 2017.

(d) On February 20, 2017, the board of directors (the “Board”) of Wells Fargo & Company (the “Company”) elected Karen B. Peetz and Ronald L. Sargent to the Company’s Board, effective immediately. As a result of their election, the size of the Company’s Board is 16 directors. Each of Ms. Peetz and Mr. Sargent is considered an independent director under the New York Stock Exchange’s corporate governance listing standards and the Company’s Corporate Governance Guidelines. Ms. Peetz has been appointed to serve on the Board’s Human Resources Committee and Finance Committee. Mr. Sargent has been appointed to serve on the Board’s Human Resources Committee and Governance and Nominating Committee. Each of Ms. Peetz and Mr.

(b) On November 29, 2016, President-elect Donald J. Trump announced his intent to nominate Elaine L. Chao, a member of the Board of Directors (the “Board”) of Wells Fargo & Company (the “Company”), to serve as Secretary of the United States Department of Transportation, and Ms. Chao announced that she was honored to be nominated to serve as Secretary of Transportation. On December 2, 2016, Ms. Chao notified the Company that she will resign from the Board effective if and when she is confirmed as Secretary of Transportation. Ms. Chao’s decision to resign was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. 2

On October 12, 2016, John G. Stumpf notified Wells Fargo & Company (the “Company”) of his decision to retire as Chairman and Chief Executive Officer and a director of the Company, effective immediately. Also on October 12, 2016, and effective immediately, the Company’s Board of Directors (the “Board”): (i) elected President Timothy J. Sloan to the Board and as the Company’s Chief Executive Officer; (ii) elected Lead Director Stephen W. Sanger as the Company’s non-executive Chairman; and (iii) elected director Elizabeth A. Duke as the Company’s non-executive Vice Chair. Mr.

On October 10, 2016, Wells Fargo & Company (the “Company”) announced the formation of a new Payments, Virtual Solutions and Innovation group to be headed by Senior Executive Vice President and current head of Consumer Lending Avid Modjtabai and the appointments of Franklin R. Codel as head of Consumer Lending and Perry G. Pelos as head of Wholesale Banking. These organizational changes will be effective November 1, 2016. All three executives will report to President and Chief Operating Officer and current head of Wholesale Banking Timothy J. Sloan. The Company’s news release announcing these organizational changes is attached to this report as Exhibit 99.1 and is incorporated by reference into this

On September 27, 2016, the Board of Directors of Wells Fargo & Company (the “Company”) announced certain compensation and employment actions relating to recent legal and regulatory settlements entered into by the Company regarding its retail banking sales practices. As part of these actions, the Company agreed with Carrie Tolstedt, former Senior Executive Vice President (Community Banking), that Ms. Tolstedt would separate from employment effective September 27, 2016, that Ms. Tolstedt would not exercise any outstanding stock options previously awarded by the Company until the completion of the ongoing investigation being conducted by the Company and its Board of Directors and that, at the conclusion of such investigation, the Board of Directors would have the authority to determine the extent to which such options will be forfeited.

On July 6, 2016, Carrie L. Tolstedt notified Wells Fargo & Company (the “Company”) of her decision to retire as Senior Executive Vice President (Community Banking) of the Company, effective on July 31, 2016. Ms. Tolstedt is expected to remain as an employee of the Company until December 31, 2016. The Company’s news release announcing Ms. Tolstedt’s retirement is attached to this report as Exhibit 99.1 and is incorporated by reference into this

(b) On January 26, 2016, Judith M. Runstad, a member of the Board of Directors (the “Board”) of Wells Fargo & Company (the “Company”), informed the Company that she will not stand for re-election and will retire as a member of the Board at the Company’s upcoming Annual Meeting of Stockholders scheduled to be held on April 26, 2016.