WELLS FARGO (WFC)
Sector: Financials
2026 Annual Meeting Analysis
WELLS FARGO · Meeting: April 28, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of 12 Director Nominees
Wells Fargo's 3-year price return of 113.2% outpaces the QABA benchmark by +79.8 percentage points, which exceeds the 65pp trigger threshold for strong-positive TSR, so no underperformance concern applies; Black has extensive financial services and risk management experience appropriate for a major bank.
No TSR underperformance trigger fires given WFC's strong outperformance vs. QABA (+79.8pp vs. 65pp threshold); Chancy brings 30+ years of financial services experience including CFO and COO roles at SunTrust, is a designated financial expert, and has no overboarding, independence, or attendance concerns.
No TSR underperformance trigger fires; Craver has deep financial services and regulatory experience, serves as Audit Committee Chair, is a designated financial expert, and holds only one other public company board seat with no overboarding concern.
No TSR underperformance trigger fires; Davis brings extensive banking experience as former CEO of U.S. Bancorp, serves as GNC Chair, and currently holds two other public company board seats (Mastercard and Dow) which does not exceed the four-board limit.
Garcia joined in April 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; he brings relevant consumer, marketing, and international experience to the board.
No TSR underperformance trigger fires; Hewett has strong operational and financial reporting experience and holds three other public company board seats (Home Depot, UPS, and Resolute), which combined with WFC equals four total — exactly at the policy limit and not exceeding it.
No TSR underperformance trigger fires; Morken brings relevant technology, digital, and human capital experience and holds only one other public company board seat with no overboarding or independence concerns.
No TSR underperformance trigger fires; Morris has extensive financial services, risk management, and human capital experience and holds two other public company board seats (S&P Global and Allstate) with no overboarding concern.
No TSR underperformance trigger fires; Norwood brings regulatory, healthcare, and government experience and has no overboarding, independence, or attendance concerns.
No TSR underperformance trigger fires; Sargent brings consumer retail and human capital management experience as HRC Chair and holds two other public company board seats (Five Below and Kroger) with no overboarding concern.
As CEO-director, Scharf is subject to the same TSR trigger as all other directors, but no trigger fires given WFC's strong outperformance vs. QABA (+79.8pp exceeds the 65pp threshold); he currently holds one other public company board seat (Microsoft) and is therefore not overboarded as a sitting CEO, since the policy allows up to two outside board seats for a sitting CEO.
No TSR underperformance trigger fires; Vautrinot brings critical cybersecurity and technology expertise and currently holds three other public company board seats (CSX, Ecolab, and Parsons), which combined with WFC equals four total — exactly at the policy limit and not exceeding it.
All 12 director nominees receive a FOR vote. Wells Fargo's 3-year price return of 113.2% outpaces the QABA benchmark (First Trust NASDAQ ABA Community Bank Index) by +79.8 percentage points, which exceeds the 65-percentage-point trigger threshold applicable to companies with strong positive absolute TSR, so no underperformance concern applies to any director. No director exceeds the overboarding limit, no non-independent directors sit on the audit or compensation committees, no familial relationships with senior management are identified, and board attendance averaged over 98% in 2025.
Say on Pay
✗ AGAINSTCEO
Charles W. Scharf
Total Comp
$94,522,642
Prior Support
92.4%%
CEO Charles Scharf's total reported compensation of approximately $94.5 million — consisting of $40 million in regular annual pay plus a special one-time stock award of approximately $60 million — is exceptionally high even for a large-cap bank CEO, materially exceeding the benchmark for this role, title, and market cap. The special award is described as a single large grant covering multiple future years reported all at once, awarded to recognize the asset cap removal; while the company's long-term stock performance is strong, the policy's CEO pay level threshold requires a vote against when individual CEO compensation is more than 20% above benchmark, and a $94.5 million total clearly surpasses that threshold by a wide margin. The prior-year Say on Pay vote was 92.4%, which is strong, but the compensation structure this year — particularly the discretionary special award outside the normal incentive framework — raises meaningful pay governance concerns that warrant an AGAINST vote.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
KPMG is a Big 4 firm appropriate for a company of Wells Fargo's size and complexity. The fee table data was not fully extractable from the truncated filing text, so the non-audit fee ratio trigger cannot be confirmed; however, no affirmative trigger has fired, KPMG tenure was not disclosed with sufficient precision to confirm the 25-year threshold, and in the absence of confirmed disqualifying data the policy default is FOR. No material restatements are indicated in the filing.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 5
Shareholder Proposal – Request for Board of Directors to Adopt Policy for an Independent Chair
The National Legal and Policy Center is a conservative ideological advocacy organization, not a neutral governance-focused investor, and under our policy ideological filers from either direction are disqualified from support regardless of the surface content of their proposal. While independent chair proposals from credible governance activists or institutional investors can be worth supporting on the merits, this proposal's filer motivation is political rather than purely fiduciary. Accordingly, the vote is AGAINST.
Proposal 6
Shareholder Proposal – Govern by Majority Vote
John Chevedden is one of the most recognized and credible individual governance activists, with a long track record of shareholder-value-focused proposals, and this type of governance improvement — eliminating supermajority voting requirements — is a mainstream ask that generally benefits all shareholders. A prior-year support level of approximately 78% is an overwhelming signal that shareholders want this change; the policy calls for a FOR vote when prior support exceeds 50% unless the company has fully remediated, and here one supermajority provision remains in the bylaws. Although the company argues the remaining provision has limited practical applicability, the principle that all matters should be decided by a true majority rather than supermajority thresholds is sound governance, and shareholders should not be asked to accept an incomplete fix.
Proposal 7
Shareholder Proposal – Energy Supply Ratio
The NYC pension funds are credible institutional investors and the disclosure ask — publishing an Energy Supply Ratio showing the mix of low-carbon vs. fossil fuel financing — is in principle the kind of transparency proposal worth taking seriously. However, the prior-year support of under 18% is well below the threshold that would suggest broad shareholder concern, and the company's response is substantively reasonable: an unaffiliated third party already publishes ESR estimates for Wells Fargo using a consistent methodology that allows comparability across banks, while bank-calculated ratios have varied so much in methodology that they have reduced rather than improved comparability. Given the very low prior-year support and the existence of third-party data already serving the informational purpose of this proposal, a vote AGAINST is appropriate.
Overall Assessment
The 2026 Wells Fargo annual meeting ballot is largely routine, with all 12 director nominees receiving FOR votes on the strength of the company's outstanding 3-year stock performance versus the QABA benchmark and clean governance profiles across the slate. The primary exception is the Say on Pay vote, which receives an AGAINST recommendation due to the CEO's total reported compensation of approximately $94.5 million — including a discretionary $60 million special one-time stock award — which substantially exceeds reasonable benchmarks for the role even at this market cap; of the six stockholder proposals, Chevedden's majority-vote governance proposal receives a FOR vote given near-overwhelming prior-year support of ~78%, while the independent chair proposal is voted against due to its ideological conservative filer and the energy supply ratio proposal is voted against given less than 18% prior-year support and the availability of comparable third-party data.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing