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Get filing alertsWells Fargo say-on-pay vote draws 34% opposition; all directors elected, equity plan approved
Filed April 30, 2026 · Period ending April 28, 2026 · ~1 min read
Key Changes
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high
Executive compensation approved with only 65.5% support (1.6B for, 831M against), reflecting elevated shareholder concern about pay practices that warrants board attention.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Shareholders approved amendment to 2022 Long-Term Incentive Plan with 95.9% support, authorizing continued equity-based compensation under updated terms.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
low
All 12 directors elected with 93.9%–98.6% support; Wayne Hewett received lowest support at 93.9%, Felicia Norwood highest at 98.6%.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Six shareholder proposals rejected, including independent board chair (33.9% support) and majority voting governance (47.9% support).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
KPMG ratified as 2026 auditor with 93.6% support (2.6B for, 167M against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Wells Fargo's April 28 annual meeting produced a mixed governance outcome. The most notable result was the say-on-pay vote, where executive compensation received only 65.5% approval—831 million votes against versus 1.6 billion for. While the proposal passed, the 34.5% opposition level is elevated and signals meaningful shareholder dissatisfaction with current pay practices.
This level of pushback typically prompts boards to review compensation design and enhance disclosure in the next proxy cycle. Shareholders approved the amended 2022 Long-Term Incentive Plan with strong 95.9% support, allowing the company to continue granting stock-based awards under updated terms.
All 12 directors were re-elected with comfortable margins (93.9%–98.6%), and KPMG's auditor appointment was ratified at 93.6%. Six shareholder proposals addressing governance and ESG matters all failed, though the independent board chair proposal drew 33.9% support and the majority voting proposal reached 47.9%—levels that may influence future board deliberations on governance structure.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
At the 2026 Shareholder Meeting, shareholders approved an amendment and restatement of the Company’s 2022 Long-Term Incentive Plan (the “Plan”).
Shareholders voted to amend and restate the company's equity compensation plan at the annual meeting held April 28, 2026. The amended plan governs how the company grants stock-based awards to executives and employees. Details of the material terms appear in the proxy statement pages 87-94.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Wells Fargo shareholders elected all 12 directors, approved executive compensation with 65.5% support, and rejected all six shareholder proposals.
Added in current filing · verify on EDGAR →
1,604,792,488 65.53%831,262,731 12,859,553 282,105,559
Shareholders approved executive compensation with 65.53% support (1,604,792,488 votes for vs. 831,262,731 against). The 34.47% opposition level is elevated and indicates notable shareholder concern about executive pay practices, warranting board attention to compensation design and disclosure.
Added in current filing · verify on EDGAR →
2,337,239,396 95.93%99,219,067 12,456,309 282,105,559
Shareholders approved the amendment and restatement of the 2022 Long-Term Incentive Plan with 95.93% support (2,337,239,396 votes for vs. 99,219,067 against). This authorizes the company to continue granting equity-based compensation to executives and employees under updated plan terms.
Added in current filing · verify on EDGAR →
830,200,706 33.90%1,589,896,934 28,817,132 282,105,559 Shareholder Proposal – Govern by Majority Vote FOR %2 AGAINSTABSTENTIONS BROKER NON-VOTES 1,174,113,467 47.94%1,258,184,662 16,616,643 282,105,559 Shareholder Proposal – Energy Supply Ratio FOR %2 AGAINSTABSTENTIONS BROKER NON-VOTES 498,482,511 20.36%1,920,162,032 30,270,229 282,105,559 Shareholder Proposal – Report on High-Carbon Financing Litigation Risk FOR %2 AGAINSTABSTENTIONS BROKER NON-VOTES 225,133,190 9.19%2,193,366,868 30,414,714 282,105,559 Shareholder Proposal – Board Committee on Indigenous Peoples' Rights FOR %2 AGAINSTABSTENTIONS BROKER NON-VOTES 128,966,428 5.27%2,282,706,541 37,241,803 282,105,559 Shareholder Proposal – Report on Respecting Vendor Civil Liberties FOR %2 AGAINSTABSTENTIONS BROKER NON-VOTES 43,192,582 1.76%2,376,132,347 29,589,843 282,105,559
All six shareholder proposals failed to receive majority support. The proposals addressed independent board chair (33.90% support), majority voting (47.94%), energy supply ratio reporting (20.36%), high-carbon financing litigation risk (9.19%), Indigenous peoples' rights committee (5.27%), and vendor civil liberties (1.76%). The governance-related proposals received the highest support levels but still fell well short of passage.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify