Wells Fargo (WFC) Proxy Filing summary

Executive summary

• The 2026 annual shareholder meeting is scheduled for April 28, 2026, in a virtual-only format, with shareholders able to vote and ask questions online.

• The agenda includes the election of 12 directors, advisory approval of executive compensation, amendments to the long-term incentive plan, ratification of KPMG as auditor, and six shareholder proposals.

• The company highlights strong financial performance in 2025, including $83.7B in revenue, $21.3B net income, 12.4% ROE, and $23B capital returned to shareholders.

• Major milestones include the termination of all outstanding consent orders and removal of the asset cap, positioning the company for future growth.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 12 director nominees, all but one of whom are independent.

• Advisory vote on executive compensation (Say on Pay) is recommended for approval by the board.

• Proposal to amend and restate the 2022 Long-Term Incentive Plan to add 45 million shares and extend the plan to 2036.

• Ratification of KPMG as independent auditor for 2026 is recommended.

• Six shareholder proposals are on the ballot, including requests for an independent chair, majority voting, energy supply ratio disclosure, litigation risk reporting, a board committee on Indigenous Peoples' rights, and a report on vendor civil liberties; the board recommends voting against all.

Board of directors and corporate governance

• The board consists of 12 nominees with diverse backgrounds and skills in strategic planning, risk management, financial services, regulatory, and sustainability.

• 92% of nominees are independent, with an average tenure of 6 years.

• The board combined the roles of Chair and CEO in October 2025, with a Lead Independent Director appointed to ensure independent oversight.

• Annual board and committee self-evaluations, director succession planning, and robust shareholder engagement are emphasized.