UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 17, 2012
WELLS FARGO & COMPANY
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-02979 | No. 41-0449260 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 420 Montgomery Street, San Francisco, California |
94104 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
1-866-249-3302
(Registrant’s Telephone Number, Including Area Code)
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 8.01. Other Events.
Pursuant to the Preliminary Approval Order of the United States District Court, Northern District of California, dated December 17, 2012, Wells Fargo & Company (“Wells Fargo”) is hereby providing, as Exhibit 99 to this report, the Notice of Proposed Settlement of Wells Fargo & Company Shareholder Derivative Litigation, Final Settlement Hearing and Right to Appear. The Notice relates to the proposed settlement of two shareholder derivative actions. The proposed settlement will not involve the payment of any funds by the defendants to Wells Fargo or to any of the plaintiffs. Wells Fargo will pay attorneys’ fees to plaintiffs’ counsel as ordered by the Court.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99 | Notice of Proposed Settlement of Wells Fargo & Company Shareholder Derivative Litigation, Final Settlement Hearing and Right to Appear |
SIGNATURE
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: December 21, 2012 | WELLS FARGO & COMPANY | |||
| By: | /s/ James M. Strother | |||
| James M. Strother | ||||
| Senior Executive Vice President and | ||||
| General Counsel | ||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99 | Notice of Proposed Settlement of Wells Fargo & Company Shareholder Derivative Litigation, Final Settlement Hearing and Right to Appear | |
Exhibit 99
NOTICE OF PROPOSED SETTLEMENT OF WELLS FARGO & COMPANY
SHAREHOLDER DERIVATIVE LITIGATION, FINAL SETTLEMENT HEARING
AND RIGHT TO APPEAR
| TO: | ALL HOLDERS OF WELLS FARGO & COMPANY (“WELLS FARGO”) COMMON STOCK AS OF DECEMBER 13, 2012, WHO CONTINUE TO HOLD SUCH SHARES AS OF MARCH 5, 2013 (“CURRENT WELLS FARGO SHAREHOLDERS”) |
PLEASE TAKE NOTICE that the parties have reached a proposed settlement to resolve the derivative claims asserted on behalf of Wells Fargo in Feuer v. Thompson et al., Civil Action No. 10-0279 YGR, Northern District of California, and Rogers v. Thompson et al., Civil Action No. 12-0203 YGR, Northern District of California, referred to collectively below as “the Derivative Actions.” The proposed settlement also will resolve claims set forth in certain Demand Letters (as defined in the parties’ Stipulation of Settlement). The claims asserted in the Derivative Actions, the Demand Letters, and certain other proceedings are collectively referred to as the “Released Claims.”
PLEASE BE FURTHER ADVISED that pursuant to an Order of the United States District Court for the Northern District of California, a hearing will be held before the Honorable Yvonne Gonzalez Rogers, in Courtroom 5 of the United States Courthouse, 1301 Clay Street, Oakland, California, at 3:00 p.m., on March 5, 2013, to determine whether (i) the proposed settlement should be approved by the Court as fair, reasonable, and adequate; (ii) the Derivative Actions should be dismissed with prejudice; (iii) the individual defendants should be released from liability for any of the Released Claims; and (iv) the Court should award attorneys’ fees and reimbursement of expenses for Plaintiffs’ Counsel, and in what amount.
Plaintiffs’ Counsel intend to apply to the Court for an award of attorneys’ fees and expenses (the “Fee Application”) in an amount not to exceed $2.5 million. Any attorneys’
| NOTICE TO SHAREHOLDERS | NO. 10-CV-00279 YGR | |||
| NO. 12-CV-00203 YGR |
fees and expenses awarded by the Court will be paid exclusively by Wells Fargo. The Fee Application will be filed with the Court by January 4, 2013, and available to Wells Fargo Shareholders by January 6, 2013. Wells Fargo has not agreed to any fee award and reserves the right to oppose the Fee Application, in whole or in part, regardless of the amount sought.
The proposed settlement obligates Wells Fargo’s Board of Directors to implement certain governance improvements as more fully set forth in the Stipulation of Settlement. It does not involve the payment of any funds by the defendants to Wells Fargo or to any of the plaintiffs. You may obtain detailed information about the terms of the proposed settlement, including the Complaints, motions to dismiss, the Stipulation of Settlement, the Preliminary Approval Order, the Fee Application and other documents, as well as all papers to be submitted in connection with the final approval process—at the website www.WFWachoviaDerivativeSettlement.com, or by contacting Counsel for Plaintiffs at any of the addresses below.
If you are a Current Wells Fargo Shareholder, you may have certain rights in connection with the proposed settlement, including the right to object to any aspect of the settlement. Every objection must be in writing and contain: (i) your name, address and telephone number; (ii) the number of shares of Wells Fargo stock you currently hold, together with third-party documentary evidence, such as the most recent account statement, showing such share ownership; and (iii) a detailed statement of your objections to any matter before the Court and all grounds therefore, including any supporting documents to be considered by the Court. If you do not submit written objections TO BE RECEIVED NO LATER THAN February 15, 2013, you shall not be entitled to contest the proposed settlement or Fee Application unless otherwise ordered by the Court for good cause shown. All such objections must identify the case number and must be filed with the Court at:
Clerk of the Court
United States District Court
1301 Clay Street
Oakland, CA 94612
| NOTICE TO SHAREHOLDERS | NO. 10-CV-00279 YGR | |||
| -2- | NO. 12-CV-00203 YGR |
and copies of all such papers must also be sent to the following Counsel in the case:
Counsel for Plaintiffs:
Richard D. Greenfield
Marguerite R. Goodman
Greenfield & Goodman, LLC
250 Hudson Street, 8th Floor
New York, NY 10013
Scott Shepherd
Rose F. Luzon
Shepherd Finkelman Miller & Shah LLP
401 West A Street, Suite 2350
San Diego, CA 92101
Counsel for Defendants:
Gilbert R. Serota
Gabriel N. White
Arnold & Porter LLP
3 Embarcadero Center, 7th Floor
San Francisco, CA 94111-4024
Jonathan C. Dickey
Gibson, Dunn & Crutcher, LLP
200 Park Avenue
New York, NY 10166-0193
Paul T. Friedman
Anna Erickson White
Morrison & Foerster LLP
425 Market Street, 32d Floor
San Francisco, CA 94105
If you do not take steps to appear in this action or to object to the proposed settlement in accordance with the procedures and within the time frames set out above (or if you make objections and those objections are rejected by the Court and the Court’s action is upheld on appeal), you will be bound by any Final Order and Judgment entered in the case by the Court, you will forever be barred from raising any (further) objection to such settlement in this or any other action or proceeding, and certain claims that you might have may be released.
| NOTICE TO SHAREHOLDERS | NO. 10-CV-00279 YGR | |||
| -3- | NO. 12-CV-00203 YGR |
PLEASE DO NOT TELEPHONE THE COURT OR WELLS FARGO REGARDING THIS NOTICE.
| NOTICE TO SHAREHOLDERS | NO. 10-CV-00279 YGR | |||
| -4- | NO. 12-CV-00203 YGR |