Wells Fargo & Company · NYSE:WFC

Wells Fargo & — Shareholder Meeting (April 2023)

15 slides from Wells Fargo &'s shareholder meeting presentation, Apr 14, 2023

  1. Slide 1: Schedule 14A Proxy Statement cover

    SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted

  2. Slide 2: Investor Presentation Spring 2023

    © 2023 Wells Fargo Bank, N.A. All rights reserved. Investor Presentation Spring 2023

  3. Slide 3: Executive Summary

    Executive Summary • Wells Fargo continued its investor engagement following the 2022 Annual Meeting; feedback received during these meetings helped inform the Company’s and the Board’s decision-making. • Our Board composition is the result of a thoughtful review process and intentional refreshment a

  4. Slide 4: Extensive and Board-led shareholder engagement

    Extensive and Board-led  We continued to expand our shareholder engagement program, engaging with investors on a broad range of topics, including our executive compensation program and other priority matters  Our independent directors, including our Board Chair and the Chair of the HRC, participat

  5. Slide 5: Board of Directors

    Steven D. Black Mark A. Chancy Celeste A. Clark, Ph.D. Theodore F. Craver, Jr. Richard K. Davis Former Co-CEO, Bregal Investments, Inc.; former Vice Chair, JPMorgan Committees: FC*, HRC Former Vice Chair and Co-COO, SunTrust Banks, Inc. Committees: AC, FC Principal, Abraham Clark Consulting, LLC; fo

  6. Slide 6: Ongoing Focus on Risk Management Oversight

    Ongoing Focus on Risk Management Oversight Our top priority is to strengthen our Company by building an appropriate risk and control infrastructure. While we have achieved some milestones, we have work to do, and we remain focused on our risk and control work. 5 • The Board oversees risk management

  7. Slide 7: Executive Compensation Program Overview

    **Negative Discretion Exercised by the Board • Decided to exercise negative discretion and recommended the Board keep the CEO’s total compensation flat to last year • Considered the remaining work to transform Wells Fargo and expressed strong confidence in the CEO’s leadership in driving this proces

  8. Slide 8: Enhancements to our executive compensation program

    7 The HRC has made significant enhancements to our executive compensation program since our 2021 Annual Meeting: What We Heard from Shareholders How We Responded D is cl os ur e Preference for more disclosure about the goals used to evaluate individual performance  Enhanced description of the goals

  9. Slide 9: Oversight of Sustainability, Social, and DE&I Priorities

    8 Oversight of Sustainability, Social, and DE&I Priorities Robust Board oversight and senior management leadership provide accountability for, and leadership over, sustainability, social, and DE&I strategies. Human Resources Committee Oversees DE&I efforts and engages in DE&I discussions Corporate R

  10. Slide 10: The Board Recommends a Vote AGAINST Each Shareholder Proposal

    The Board Recommends a Vote AGAINST Each Shareholder Proposal 9 Shareholder Proposal Key Points Simple Majority Vote • Only two supermajority voting requirements apply for common stockholders; they apply in very limited circumstances, are reasonable and are designed to protect shareholder interests.

  11. Slide 11: The Board Recommends a Vote AGAINST Each Shareholder Proposal

    The Board Recommends a Vote AGAINST Each Shareholder Proposal 10 Shareholder Proposal Key Points Climate Transition Report • We have taken meaningful steps since announcing our net- zero goal. • We published interim emissions targets for 2030 for our Oil & Gas and Power sectors and our methodology f

  12. Slide 12: Exhibit 1.1: Financial Performance

    Exhibit 1.1: Financial Performance Below we summarize the key financial results reviewed by the HRC, which together with our non-financial results informed the HRC’s assessment of Company performance as an input into the compensation outcomes for 2022. The HRC believed it was useful to consider adju

  13. Slide 13: Tangible common equity and ROTCE definitions

    We evaluate our business based on certain ratios that utilize tangible common equity. Tangible common equity is a non-GAAP financial measure and represents total equity less preferred equity, noncontrolling interests, goodwill, certain identifiable intangible assets (other than mortgage servicing ri

  14. Slide 14: Adjusted revenue, noninterest expense and PTPP reconciliation

    Adjusted revenue, adjusted noninterest expense usted pre-tax pre-provslon profit, and adjusted efficiency ratio (inmilions) Dec 31,2022 _Dec31,2021 Revenue 0 $73,785 78482 ‘Adjustments for notabeitems: Divesttures 2970 ‘Adjusted revenue @ 73705 7552 Nonimterest expense @ $97,282 sen Adjustments for

  15. Slide 15: Thank you; Forward-Looking Statements and Website References

    Thank you Forward-Looking Statements and Website References This document contains forward-looking statements. In addition, we may make forward-looking statements in our other documents filed or furnished with the Securities and Exchange Commission, and our management may make forward-looking statem

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