UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
Emerging growth company
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Article FOURTH of Wells Fargo & Company’s (the “Company”) Restated Certificate of Incorporation, as amended, authorizes the issuance from time to time of shares of Preferred Stock, without par value. On October 27, 2020, the Company filed with the Delaware Secretary of State a Certificate of Designation which, effective upon filing, designated a series of such Preferred Stock as “Non-Cumulative Perpetual Class A Preferred Stock, Series AA,” authorized 46,800 shares of Non-Cumulative Perpetual Class A Preferred Stock, Series AA, without par value and with a liquidation preference amount of $25,000 per share (referred to herein as the “Series AA Preferred Stock”), and set forth the voting powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the Series AA Preferred Stock which are not fixed by the Company’s Restated Certificate of Incorporation. A copy of the Certificate of Designation is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
On October 27, 2020, the Company also filed corrected certificates of elimination (each, a “Certificate of Elimination”) with respect to the Company’s 8.00% Non-Cumulative Perpetual Class A Preferred Stock, Series J (the “Series J Preferred”), and Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series K (the “Series K Preferred”). Each Certificate of Elimination was effective upon filing and eliminated from the Company’s Restated Certificate of Incorporation all matters set forth in the Certificate of Designations for the Series J Preferred filed with the Delaware Secretary of State on December 30, 2008 and all matters set forth in the Certificate of Designations for the Series K Preferred filed with the Delaware Secretary of State on December 30, 2008. The Certificate Eliminating the Certificate of Designations with respect to the Series J Preferred is filed herewith as Exhibit 3.1 and incorporated herein by reference, and the Certificate Eliminating the Certificate of Designations with respect to the Company’s Series K Preferred is filed herewith as Exhibit 3.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
On October 28, 2020, the Company sold 46,800,000 Depositary Shares, each Depositary Share representing a 1/1,000th interest in a share of the Company’s Series AA Preferred Stock (the “Depositary Shares”). Exhibits are filed herewith in connection with the Registration Statement on Form S-3, as amended (File No. 333-236148) filed by the Company with the Securities and Exchange Commission. The following documents are being filed with this report on Form 8-K: (i) Underwriting Agreement, dated October 21, 2020, among the Company and Wells Fargo Securities, LLC, as representative of the several underwriters named therein; (ii) Certificate of Designation of the Company dated October 27, 2020; (iii) Deposit Agreement dated as of October 28, 2020 among the Company, Equiniti Trust Company, as depositary, and the holders from time to time of Depositary Receipts; (iv) form of Depositary Receipt; and (v) opinions with respect the Series AA Preferred Stock, Deposit Agreement, and Depositary Receipts.
| (d) | Exhibits |
| Exhibit No. | Description | Location | ||
| 1.1 | Filed herewith | |||
| 3.1 | Filed herewith | |||
| 3.2 | Filed herewith | |||
| 4.1 | Filed herewith | |||
| 4.2 | Filed herewith | |||
| 4.3 | Included as part of Exhibit 4.2 | |||
| 5.1 | Filed herewith | |||
| 5.2 | Filed herewith | |||
| 23.1 | Included as part of Exhibit 5.1 | |||
| 23.2 | Included as part of Exhibit 5.2 | |||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
Filed herewith | ||
2
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.
| WELLS FARGO & COMPANY | ||||||
| DATED: October 28, 2020 | /s/ Le Roy Davis |
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| Le Roy Davis | ||||||
| Senior Vice President and Assistant Treasurer | ||||||