8-K

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): November 17, 2015

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 17, 2015, the Board of Directors of Wells Fargo & Company (the “Company”) elected Timothy J. Sloan, age 55, as President and Chief Operating Officer of the Company, effective immediately. Mr. Sloan has served as a Senior Executive Vice President of the Company since September 2010, including as Chief Administrative Officer from September 2010 to February 2011, Chief Financial Officer from February 2011 to May 2014, and head of the Wholesale Banking group from May 2014.

John G. Stumpf will continue to serve as Chairman and Chief Executive Officer of the Company. Under Company policy, senior executives of the Company, including Mr. Stumpf, must retire no later than December 31 of the year in which they reach age 65 unless the Human Resources Committee of the Company’s Board of Directors determines that due to special or unique business circumstances it is in the best interests of the Company and its stockholders that they continue to work. Mr. Stumpf will turn 65 in 2018.

Since the beginning of 2014, Mr. Sloan and certain of his immediate family members had 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. All of these lending and financial services transactions were on substantially the same terms, including interest rates, collateral, and repayment (as applicable), as those available at the time for comparable transactions with persons not related to the Company, and did not involve more than the normal risk of collectability or present other unfavorable features.

The Company’s news release announcing Mr. Sloan’s election as President and Chief Operating Officer of the Company is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 5.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 News Release dated November 17, 2015

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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: November 17, 2015	WELLS FARGO & COMPANY
	By:	/s/ Anthony R. Augliera
		Anthony R. Augliera
		Senior Vice President and Secretary

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EXHIBIT INDEX

Exhibit No.	Description	Location
99.1	News Release dated November 17, 2015	Filed herewith

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EX-99.1

Exhibit 99.1

Media	Investors
Arati Randolph	Jim Rowe
E: Arati.Randolph1@WellsFargo.com O: 704-383-6996 C: 704-743-6968	415-396-8216

Tim Sloan Named Wells Fargo’s President and Chief Operating Officer

28-year Company Veteran to Oversee Business Operations

SAN FRANCISCO, Nov. 17, 2015 – Wells Fargo & Company (NYSE:WFC) announced today that its Board of Directors has named 28-year company veteran Timothy J. Sloan to be president and chief operating officer, reporting to Chairman and Chief Executive Officer John G. Stumpf, effective immediately.

Since 2014 Sloan has served as head of Wholesale Banking, a role he will retain. Reporting to him in his new roles are the heads of the company’s other major business operations: Carrie Tolstedt, Community Banking; Avid Modjtabai, Consumer Lending; and David Carroll, Wealth and Investment Management. Sloan and the business operations heads will continue to serve on the company’s Operating Committee, which Stumpf chairs.

Also serving on the company’s Operating Committee are Stumpf’s other direct reports: John Shrewsberry, chief financial officer; Hope Hardison, chief administrative officer; Michael Loughlin, chief risk officer; Kevin Rhein, head of Technology and Operations; David Julian, chief auditor; and Jim Strother, general counsel.

“As we prepare for Wells Fargo’s future, Tim is an ideal choice to lead one of the best teams in banking as they accelerate investments and drive change that position us for growth and enhance the many ways in which we help our customers succeed financially,” Stumpf said. “Tim has been a go-to leader throughout the post-financial crisis period and our historic Wachovia merger, having served as our CFO and CAO, and leading top businesses and organizations. He has earned the respect of his peers and our stakeholders by demonstrating his passion for putting customers first and for the kind of relationship-building that has been a hallmark of Wells Fargo’s finest leaders.

“I look forward to working with Tim and the rest of our senior leadership team, because there has never been a more exciting time to be in banking. Wells Fargo is becoming more agile and more innovative while keeping its focus on what customers demand from their financial institution: a trusted relationship. We will pursue Wells Fargo’s future without ever losing sight of the needs of our customers, team members, investors and communities.”

Prior to heading Wholesale Banking, Sloan served as Wells Fargo’s chief financial officer from 2011 to 2014. In 2010, he was named chief administrative officer, overseeing the staff functions responsible for the company’s brand, reputation management, stakeholder engagement and people development. These roles followed 23 years of experience in corporate, commercial and real estate banking, during which Sloan headed operations such as Commercial Banking, Commercial Real Estate and Specialized Financial Services. He joined Wells Fargo in 1987 after working three years at Continental Bank in Chicago.

About Wells Fargo

Wells Fargo & Company (NYSE: WFC) is a nationwide, diversified, community-based financial services company with $1.8 trillion in assets. Founded in 1852 and headquartered in San Francisco, Wells Fargo provides banking, insurance, investments, mortgage, and consumer and commercial finance through 8,700 locations, 12,800 ATMs, the internet (wellsfargo.com) and mobile banking, and has offices in 36 countries

to support customers who conduct business in the global economy. With approximately 265,000 team members, Wells Fargo serves one in three households in the United States. Wells Fargo & Company was ranked No. 30 on Fortune’s 2015 rankings of America’s largest corporations. Wells Fargo’s vision is to satisfy our customers’ financial needs and help them succeed financially. Wells Fargo perspectives are also available at Wells Fargo Blogs and Wells Fargo Stories.

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