23
Wells Fargo
§ The Board has circumvented a shareholder proposal
§ The Board implemented a 25% capital requirement to call an EGM, in contradiction
to a 2011 shareholder proposal with a 10% threshold
§ The Board may amend bylaws without shareholder approval
§ A shareholder proposed amendment needs support of 50% of outstanding shares
§ The Board has authority to issue new preferred stock
§ Can potentially be used as a takeover defense
§ Combined roles of CEO and Chairman
§ Wells Fargo has failed to explain the re-nomination of directors
receiving relatively low shareholder support over several years
§ Directors should be assessed on how they have served shareholders across all
boards where they have been entrusted with a board seat
§ Low shareholder support expresses shareholder concerns on board accountability,
independence and transparency