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 January 24, 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 Z," authorized 80,500
shares of Non-Cumulative Perpetual Class A Preferred Stock, Series Z, without
par value and with a liquidation preference amount of $25,000 per share
(referred to herein as the "Series Z 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 Z
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.
Item 9.01. Financial Statements and Exhibits
On January 27, 2020, the Company sold 80,500,000 Depositary Shares, each
Depositary Share representing a 1/1,000th interest in a share of the Company's
Series Z Preferred Stock (the "Depositary Shares"). Exhibits are filed herewith
in connection with the Registration Statement on Form S-3, as amended (File
No. 333-216234) 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 January 15, 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 January 24, 2020;
(iii) Deposit Agreement dated as of January 27, 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 Z Preferred Stock, Deposit Agreement, and Depositary Receipts.
(d) Exhibits
Exhibit No. Description Location
1.1 Underwriting Agreement, dated January 15, 2020, Filed herewith
among Wells Fargo & Company and Wells Fargo
Securities, LLC, as representative of the several
underwriters named therein.
4.1 Certificate of Designation of Wells Fargo & Filed herewith
Company with respect to the Non-Cumulative
Perpetual Class A Preferred Stock, Series Z dated
January 24, 2020.
4.2 Deposit Agreement dated as of January 27, 2020 Filed herewith
among Wells Fargo & Company, Equiniti Trust
Company, as depositary, and the holders from time
to time of Depositary Receipts.
4.3 Form of Depositary Receipt. Included as part of
Exhibit 4.2
5.1 Opinion of Richards, Layton & Finger, P.A. Filed herewith
regarding the Non-Cumulative Perpetual Class A
Preferred Stock, Series Z.
2
--------------------------------------------------------------------------------
5.2 Opinion of Faegre Baker Daniels LLP regarding the Filed herewith
Deposit Agreement and the Depositary Receipts.
23.1 Consent of Richards, Layton & Finger, P.A. Included as part of
Exhibit 5.1
23.2 Consent of Faegre Baker Daniels LLP. Included as part of
Exhibit 5.2
104 The cover page from this Current Report on Form 8-K, Filed herewith
formatted in Inline XBRL.
3
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses