Form PX14A6G - Notice of exempt solicitation submitted by non-management
April 23 2024 - 1:06PM
Edgar (US Regulatory)
NOTICE OF EXEMPT SOLICITATION
Name of the registrant:
Wells Fargo & Company
Name of person relying on exemption:
New York State Comptroller Thomas P. DiNapoli, Trustee of the New York
State Common Retirement Fund
Address of person relying on exemption:
Office of the New York State Comptroller
Division of Legal Services
110 State Street, 14th Floor
Albany, NY 12236
Written material:
Text of April 22, 2024 email sent by Kyle Seeley, Head of Stewardship,
New York State Common Retirement Fund
Wells Fargo & Company
VOTE AGAINST ALL DIRECTORS
ITEMS 1a-m
and
VOTE FOR ITEM 6
Shareholder Proposal Requesting an Annual Report
on the Prevention of Workplace Harassment and Discrimination
Filed by the New York State Common Retirement
Fund
Annual Meeting: April 30, 2024
Dear Fellow Wells Fargo & Company Shareholder:
As we are all painfully aware, our Company remains
under a Federal Reserve imposed asset cap, limiting its growth. While old controversies are being settled, such as the recent $1 billion
settlement of a shareholder suit involving misleading statements about its compliance with federal consent orders following the notorious
scandal related to the opening of unauthorized client accounts, new ones seem to emerge. Further, very concerning is Wells Fargo’s
failure to implement a majority supported proposal we filed last year that is substantially similar to Item 6. For these, and other reasons,
we urge you to vote AGAINST the entire slate of directors, Items 1a-m, and FOR Item 6.1
The company’s proxy statement in opposition
to Item 6 pays lip service to Wells Fargo’s existing policy and processes around harassment and discrimination in the workforce,
but the data requested in the proposal is not provided. There is wholly insufficient information for shareholders to assess the effectiveness
of these programs.
Persistent controversies have surrounded Wells
Fargo’s workforce management:
| · | Its hiring practices came under scrutiny when
it was reported that the Company conducted interviews of diverse candidates for positions that had already been filled and subsequently
retaliated against those employees that complained about the sham interviews. |
| · | It has also been reported that the United States
Attorney in the Southern District of New York’s criminal division is investigating possible violations of federal laws. |
| · | A shareholder suit was filed alleging the board
ignored pervasive issues of discrimination. |
_____________________________
1 Fabian Garcia, a new nominee to the Company’s board,
is a senior executive at a public company and serves on another public company board. The Fund is concerned that given his commitments,
especially in light of the time needed to address the serious issues at Wells Fargo, that nominee Garcia is potentially overboarded.
| · | There have been numerous individual discrimination
and retaliation suits filed by employees. |
Wells Fargo stock has suffered short-term negative
market reactions from concerning news, but these issues may also have long term implications for the company’s share price. Failure
to address these issues at a fundamental level may further erode the market’s confidence in the company. A 2022 study entitled “How
Much Does Workplace Sexual Harassment Harm Firm Value” published in the Journal of Business Ethics found that companies that
have high incidences of sexual harassment may suffer significant long-term damage to firm value.
The shareholder proposal is requesting the report
outlined in Item 6 because workplace abuse, harassment, and discrimination can result in substantial costs to companies, including costs
related to employee turnover, increased absenteeism and reduced productivity, as well as legal costs
— all of which can harm firm value.
The New York State Common Retirement Fund urges
Wells Fargo shareholders to VOTE FOR Item 6, Shareholder Proposal Requesting an Annual Report on the Prevention of Workplace Harassment
and Discrimination and to VOTE AGAINST all directors, Items 1a-m.
For questions, please contact Gianna McCarthy at
the New York State Common Retirement Fund, gmccarthy@osc.ny.gov.
This is not a solicitation of authority to
vote your proxy.
Please do not send us your proxy card as
it will not be accepted.
Wells Fargo (NYSE:WFC-Q)
Historical Stock Chart
From Apr 2024 to May 2024
Wells Fargo (NYSE:WFC-Q)
Historical Stock Chart
From May 2023 to May 2024