WELLS FARGO COMPANY
WELLS FARGO & COMPANY
March 14, 2013
Dear Stockholder:
The 2013 annual meeting of stockholders of Wells Fargo & Company will be held on April 23, 2013 at 8:30 a.m., Mountain time, in The Grand America Hotel, 555 South Main Street, Salt Lake City, Utah. Please read the notice of meeting and proxy statement accompanying this letter carefully so that you will know what you are being asked to vote on at the meeting and what you will need to do if you want to attend the meeting in person.
Our proxy materials are available over the internet, and most of our stockholders will receive only a notice containing instructions on how to access the proxy materials over the internet and vote online. If you receive this notice but would still like to receive paper copies of the proxy materials, please follow the instructions on the notice or on the website referred to on the notice.
Your vote is important. Please vote as soon as possible even if you plan to attend the annual meeting. The notice and the proxy statement contain instructions on how you can vote your shares over the internet, by telephone, or by mail. If you need help at the meeting because of a disability, please call us at 1-866-878-5865, at least one week in advance of the meeting.
Thank you for your interest in Wells Fargo.
Sincerely,
John G. Stumpf Chairman, President and
Chief Executive Officer
WELLS FARGO & COMPANY
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
DATE AND TIME:
Tuesday, April 23, 2013, at 8:30 a.m., Mountain time
PLACE:
The Grand America Hotel 555 South Main Street Salt Lake City, Utah 84111
ITEMS OF BUSINESS:
(1) Elect as directors the 14 nominees named in the accompanying proxy statement;
(2) Vote on an advisory resolution to approve executive compensation;
(3) Approve the Company's Amended and Restated Long-Term Incentive Compensation Plan;
(4) Ratify the appointment of the Company's independent registered public accounting firm for 2013;
(5) Vote on a stockholder proposal to adopt a policy requiring an independent chairman, if properly presented;
(6) Vote on a stockholder proposal to provide a report on the Company's lobbying policies and practices, if properly presented;
(7) Vote on a stockholder proposal to review and report on internal controls over the Company's mortgage servicing and foreclosure practices, if properly presented; and
(8) Consider any other business properly brought before the meeting.
WHO CAN VOTE:
You may vote only if you owned shares of common stock at the close of business on February 26, 2013.
VOTING:
It is important that your shares be represented and voted at the meeting. You can vote your shares over the internet or by telephone. If you received a paper proxy card or voting instruction form by mail, you may also vote by signing, dating, and returning the proxy card or voting instruction form in the envelope provided. Voting in any of these ways will not prevent you from attending or voting your shares at the meeting. For specific instructions on how to vote your shares, see the information beginning on page 5 of the proxy statement. Please call us at 1-866-878-5865, if you need directions to attend the meeting and vote in person.
MEETING ADMISSION:
You may attend the meeting only if you owned shares of our common stock at the close of business on February 26, 2013. If you or your legal proxy holder plan to attend the meeting in person, you must follow the admission procedures described beginning on page 7 of the proxy statement. If you do not comply with these procedures, you will not be admitted to the meeting.
INTERNET AVAILABILITY OF PROXY MATERIALS:
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on April 23, 2013. Wells Fargo's 2013 Proxy Statement and Annual Report to Stockholders for the year ended December 31, 2012 are available at: wfc.
By Order of the Board of Directors,
Anthony R. Augliera Corporate Secretary
This notice and the accompanying proxy statement, 2012 annual report, and proxy card or voting instruction form were first made available to stockholders beginning on or about March 14, 2013.
PROXY STATEMENT SUMMARY
This summary highlights certain information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting.
Annual Meeting of Stockholders
Date and Time:
Tuesday, April 23, 2013 at 8:30 a.m., Mountain time
Place:
The Grand America Hotel 555 South Main Street Salt Lake City, Utah 84111
Record Date and Voting:
Only common stockholders as of the record date, February 26, 2013, are entitled to vote
Meeting Admission Requirements:
Only common stockholders and their duly appointed legal proxies who present the required identification and proof of stock ownership as of the record date will be admitted to the meeting.
Items of Business and Voting Recommendations
Items for Vote
Board Recommendation
1. Elect 14 directors 2. Advisory resolution to approve executive compensation (say-on-pay) 3. Approve the Amended and Restated Long-Term Incentive Compensation
Plan 4. Ratify the appointment of KPMG, LLP as the Company's independent
registered public accounting firm for 2013 5-7. Three stockholder proposals
FOR all nominees FOR
FOR
FOR AGAINST all proposals
Election of Directors (Item 1)
The following table provides summary information about each director nominee for election at the annual meeting.
Nominee John D. Baker II
Director Age Since Independent
Principal Occupation or Affiliation
64 2009 Yes
Executive Chairman and Director, Patriot Transportation Holding, Inc., Jacksonville, Florida (motor carrier and real estate company)
Committees
Audit and Examination; Corporate Responsibility; Credit
Elaine L. Chao
59 2011 Yes
Distinguished Fellow, Heritage Foundation, Washington, D.C. (educational and research organization)
Credit; Finance
John S. Chen
57 2006 Yes
Retired Chairman and Chief Executive Officer, Sybase, Inc., Dublin, California (computer software)
Human Resources
i
Nominee
Director Age Since Independent
Principal Occupation or Affiliation
Committees
Lloyd H. Dean Susan E. Engel
62 2005 Yes 66 1998 Yes
President, Chief Executive Officer and Director, Dignity Health, San Francisco, California (health care)
Chief Executive Officer, Portero, Inc., New York, New York (online retailer)
Corporate Responsibility; Governance and Nominating; Human Resources; Risk
Credit; Finance; Human Resources
Enrique Hernandez, Jr.
57 2003 Yes
Chairman, President, Chief Executive Officer and Director, Inter-Con Security Systems, Inc., Pasadena, California (security services)
Audit and Examination; Corporate Responsibility; Finance; Risk
Donald M. James
64 2009 Yes
Chairman, Chief Executive Officer and Director, Vulcan Materials Company, Birmingham, Alabama (construction materials)
Finance; Human Resources
Cynthia H. Milligan
66 1992 Yes
Dean Emeritus, College of Business Administration, University of NebraskaLincoln, Lincoln, Nebraska (higher education)
Corporate Responsibility; Credit; Governance and Nominating; Risk
Federico F. Pe?a
66 2011 Yes
Senior Advisor, Vestar Capital Partners, Denver, Colorado (private equity firm)
Audit and Examination; Governance and Nominating
Howard V. Richardson
62 2013 Yes
Retired Partner, PricewaterhouseCoopers LLP, New York, New York (accounting and auditing firm)
Audit and Examination
Judith M. Runstad
68 1998 Yes
Former Partner and currently Of Corporate Counsel, Foster Pepper PLLC, Responsibility; Seattle, Washington (law firm) Credit; Finance; Risk
Stephen W. Sanger
66 2003 Yes
Retired Chairman and Chief Executive Officer, General Mills, Inc., Minneapolis, Minnesota (packaged food producer and distributor)
Governance and Nominating; Human Resources; Risk
John G. Stumpf
59 2006 No
Chairman, Chief Executive
N/A
Officer and President, Wells
Fargo & Company, San
Francisco, California
Susan G. Swenson
64 1994 Yes
Retired President and Chief Executive Officer, Sage Software-North America, Inc., United Kingdom (business management software and services supplier)
Audit and Examination; Governance and Nominating
The Board recommends you vote FOR each of the nominees named above.
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