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AGM 2024

Apr 30, 2024

Operator

Good day, and welcome to the Wells Fargo and Company Annual Meeting of Shareholders. Wells Fargo owns all rights to any photographs and audio or video recordings of the annual meeting. Any rebroadcast, retransmission, or other audio or video distribution of the annual meeting without the express written consent of Wells Fargo is prohibited. Remarks made during today's annual meeting may contain forward-looking statements. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties. Factors that may cause actual results to materially differ from expectations are detailed in Wells Fargo's filings with the Securities and Exchange Commission, including the 2023 Form 10-K, available on the Investor Relations page of Wells Fargo's website at www.wellsfargo.com.

Information about any non-GAAP financial measures referenced, including a reconciliation of those measures to GAAP measures, can also be found in Wells Fargo's SEC filings and earnings materials available on Wells Fargo's website. I would now like to turn the meeting over to Steven D. Black, Chair of the Board of Directors, who will preside over this meeting.

Steven D. Black
Chair of the Board of Directors, Wells Fargo

Thank you, operator, and welcome, everyone. I'm Steve Black, Chair of the Board of Directors of Wells Fargo and Company. On behalf of the independent directors of the board, Charlie Scharf, our CEO, and the rest of our senior management team, I welcome all shareholders and guests to our annual meeting. All of our director nominees for election are in virtual attendance today at the meeting, so thank you for joining us. Please note that if we experience technical issues, such as a loss of audio or webcast connection, we ask that shareholders and guests stand by and allow us time to try and resolve the issue and resume the meeting or otherwise provide an update related to the meeting. If a technical disruption occurs that prevents us from continuing the meeting and the polls have been open, but the meeting is not adjourned, the polls will be closed immediately.

In that situation, votes received prior to the time the polls were closed will be counted, the meeting will not be reconvened, and the results will be announced publicly. As we get underway, I would first and foremost like to thank all of our shareholders for your investment in Wells Fargo. We truly appreciate the trust you have placed in us. Please take a look at our agenda today, posted under Meeting Materials, located on the virtual meeting site, as it lists the order of business for our time together. Our rules of conduct for the meeting also are posted under Meeting Materials. The rules of conduct explain how we will conduct the meeting, including the two question-and-answer sessions. During the first question-and-answer session, shareholders may submit questions on the items of business to be considered at the meeting. After the company update, we will hold a general question-and-answer period.

To allow all shareholders an opportunity to ask questions, each shareholder may be limited to two questions. As noted in our rules of conduct, the only business matters to be conducted at the annual meeting are the matters set forth in the Notice of Annual Meeting and Proxy Statement, dated March eighteenth, two thousand and twenty-four. The company does not intend to address questions or comments relating to certain types of matters, including matters not pertinent to the meeting or business of the company, and matters about a personal concern or grievance. If you have a personal, financial, or employee workplace matter to discuss, we have customer service and human resource representatives available to help you.

Contact information for each of those groups is included in our rules of conduct, and in addition, we are, if we are unable, for any reason, to answer all of your questions during today's meeting, please contact us directly through our investor relations website. We may group, summarize, and answer together questions from multiple shareholders on the same topic or that are otherwise related. I will start with some brief remarks, after which we will proceed to the presentation of business items to be considered at this meeting. Following a presentation of all company and shareholder proposals, we will hold a question-and-answer session on the proposals. At the end of that question-and-answer session, we will close the polls and announce the preliminary voting results. We will then adjourn the business portion of the meeting.

After the business portion of the meeting, our CEO, Charlie Scharf, will provide an update on the company, and then we will hold a general question-and-answer session. Before we get to the business of the meeting, I would like to spend a few minutes highlighting some of the board's area of focus during the past year and the company's progress as we continue to move forward in 2024. In 2023, Wells Fargo continued making strides on a multi-year transformation, and our management team continued to focus on advancing the company's risk and control priorities in fostering a customer-centric culture. Under our board's oversight and management's leadership, our talented base of employees has advanced the company's progress on our risk and control infrastructure. To reiterate what we have said before, this work has been, and continues to be, the company's number one priority.

Our board is proud of the work accomplished on the risk and control priorities under Charlie Scharf's leadership. As a board, we are focused on having the appropriate mix of skills, experiences, and backgrounds to provide effective oversight of the company's strategy and risk management. As part of our refreshment process, the board has nominated a new candidate for election at this year's meeting. Fabian Garcia, a senior executive of a global consumer goods company, brings valuable strategic planning and business operational experience.... Having previously served as a public company CEO, Fabian has a valuable perspective on risk and human capital management and on consumer and retail matters, areas of importance for our company.

Overall, we believe the slate of nominees up for election at today's meeting, which is the result of a thoughtful and deliberate planning process, brings the right balance of skills, capabilities, and diverse perspectives required to oversee this great franchise. I would like to conclude these remarks by expressing my gratitude on behalf of our entire board. First, to Wells Fargo employees, the work accomplished in the last couple of years is nothing short of remarkable. Under Charlie and the management team's leadership, our employees have demonstrated a great deal of resiliency and a strong commitment to our brand. You are what makes our company great. Second, to our shareholders, thank you for your investment in Wells Fargo. We value your support and appreciate the opportunity to engage with many of you. Your feedback is valuable to us and informs our decision-making.

We have a demonstrated history of responsiveness and will continue to engage and listen to our investors and other stakeholders. I'm very excited for the future of Wells Fargo and extremely proud to serve as chair of our board. We will now proceed to present the items of business to be considered at this annual meeting. The first five items on the agenda are management proposals that will be presented on behalf of the company. The next eight items on the agenda are shareholder proposals. The shareholder proponents or their authorized representatives will present their respective proposals. While the items of business are being presented, shareholders may submit questions on these items by typing them in the Ask a Question box in the virtual meeting website. After all agenda items have been presented, we will respond to questions on those proposals.

I confirm that the notice of the annual meeting of shareholders and the affidavit of the mailing of the notice has been filed with the Corporate Secretary as part of the record of this meeting. We have appointed Kylie Roth of EQ Shareowner Services, as Inspector of Election. Also joining us today is Emma Bailey, our Corporate Secretary. Emma, please confirm the presence of a quorum.

Emma Bailey
Corporate Secretary, Wells Fargo

The Inspector of Election has advised me that holders of shares of common stock, representing at least 89% of the total number of common shares outstanding and entitled to vote, are present in person or represented by proxy, which constitutes a quorum.

Steven D. Black
Chair of the Board of Directors, Wells Fargo

Thank you, Emma. I declare that a quorum is present and that this meeting is duly convened for the purpose of acting on the items of business that are properly presented at this meeting. We are ready to proceed with the items to be voted upon in the meeting. It is 10:13 A.M. Eastern Time, and the polls are now open. I move for a vote by the shareholders on items one through five which are management proposals, and if properly presented, items six th rough 13, which are shareholder proposals, including in the company's proxy statement. For the proposals listed in the proxy statement, most of you have already submitted your proxy to vote, and you do not need to vote again unless you want to change your vote.

If you wish to change your vote and you are a record holder of Wells Fargo shares, you may vote online by following the instructions in the proxy material sent to you. If you wish to change your vote and you are a beneficial holder of Wells Fargo shares, you may vote by proxy by following the instructions in the proxy materials. At this time, I would like to introduce the Wells Fargo executive officers who will vote the proxies submitted. Derek A. Flowers, Chief Risk Officer, and Michael P. Santomassimo, Chief Financial Officer. Both of those are attending virtually today. If you've submitted your proxy, Derek and Mike, as proxies, will vote your shares as you have instructed. We will now move to the formal presentation of items of business to be considered at this year's annual meeting.

I will present them one, Item 1 through Item 5, the items being presented by the company. Item 1 on the agenda is the election of directors. The board has set the number of directors to be elected at 13 and has designated 13 nominees for election. Emma, will you please read the names of each nominee for director?

Emma Bailey
Corporate Secretary, Wells Fargo

The nominees for director are Steven D. Black, Mark A. Chancy, Celeste A. Clark, Theodore F. Craver, Jr., Richard K. Davis, Fabian T. Garcia, Wayne M. Hewett, CeCelia G. Morken, Maria R. Morris, Felicia F. Norwood, Ronald L. Sargent, Charles W. Scharf, and Suzanne M. Vautrinot.

Steven D. Black
Chair of the Board of Directors, Wells Fargo

Thank you, Emma. These individuals have been nominated according to our bylaws. Information about each of the nominees is presented beginning on page 12 of our 2024 proxy statement. Item 2 on the agenda is an advisory resolution to approve executive compensation. The proposal appears on page 53 of the proxy statement. Item 3 on the agenda is a proposal to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for 2024. The proposal appears beginning on page 103 of the proxy statement. Mark Segrest and Ryan Romanicki of KPMG are also in attendance virtually at today's annual meeting. Item 4 on the agenda is a proposal to approve an amendment to the company's amended and restated certificate of incorporation to remove super majority voting standards....

The proposal appears beginning on page 108 of the proxy statement. Item 5 on the agenda is a proposal to approve an amendment to the bylaws to remove the supermajority voting standard to amend the local director provision. The proposal appears beginning on page 108 of the proxy statement. As stated in the proxy statement, the board has recommended shareholder vote for each of the director nominees for election under Item 1 and for Items two, three, four, and five. Items 6 through 13 are proposals being presented by shareholders. As a reminder, the statements that you will hear in connection with the next several proposals are made by the proponents of the proposals or their duly qualified representatives, and naturally will reflect the points of view of the shareholder proponents. These statements may contain inaccuracies that we may or may not address.

If a shareholder's proponent statement in support of a proposal contains personal testimonials, assertions relating to his or her own employment, or any other matter outside the scope of the proposal itself, those statements will not receive a response in this form. As stated in the proxy statement, the board has recommended that shareholders vote against items six through 13, and more detail on the reasons for the board's recommendations can be found on page 112 through 139 of the proxy statement. Item 6 is a proposal from the Comptroller of the State of New York, Thomas P. DiNapoli, Trustee of the New York State Common Retirement Fund, a shareholder of the company, and one co-filer requesting the company prepare an annual report on prevention of workplace harassment and discrimination. The proposal appears beginning on page 113 of the proxy statement.

Gianna McCarthy, on behalf of the proponent, has submitted an audio presentation. Operator, please play the audio recording for Item 6.

Speaker 9

Good morning, Chair Black, members of the board of directors and management, and fellow Wells Fargo stakeholders. On behalf of New York State Comptroller Thomas DiNapoli, Trustee of the New York State Common Retirement Fund, owner of over 6.3 million shares of Wells Fargo, valued at approximately $365 million as of March 31, 2024, I am presenting proposal 6 on the proxy. The New York City pension funds are a co-filer of this resolution. The proposal requests a report describing and quantifying the effectiveness and outcomes of company efforts to prevent harassment and discrimination against protected classes of employees, including, but not limited to, sexual harassment and racial discrimination. Last year, the fund's proposal received majority support, yet Wells Fargo has not implemented the proposal.

The company's proxy statement in opposition to Item 6 pays lip service to Wells Fargo's 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. Due to the board's failure to implement the proposal and other issues, including the Federal Reserve-imposed asset cap remaining in place, the fund is voting against all incumbents on the board. Persisting 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. 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. Thank you.

Steven D. Black
Chair of the Board of Directors, Wells Fargo

Item 7 is a proposal from Segal Marco Advisors on behalf of the AFL-CIO Equity Index Fund, a shareholder of the company, and two co-filers requesting a third-party assessment of the company's respect for freedom of association and collective bargaining. The proposal appears beginning on page 118 of the proxy statement. Segal Marco Advisors has submitted an audio presentation. Operator, please play the audio recording for Item 7.

Speaker 9

Good morning. My name is Joanne Cretella, and I hereby introduce proposal number 7 on behalf of the AFL-CIO Equity Index Fund. This shareholder proposal requests that the board of directors commission a third-party assessment of Wells Fargo's respect for its employees' internationally recognized human rights of freedom of association and collective bargaining. I am a personal banker at Wells Fargo, Prospect, Connecticut branch. I've worked for the bank for 26 years. I also own Wells Fargo stock. On March 7, my branch stood up to incredible anti-union pressure from management and voted unanimously to join Wells Fargo Workers United, CWA, and become the 5th union branch in the country. Since then, another 5 branches have voted to join our union. We are exercising our freedom to come together into a union so we can collectively negotiate for improved working conditions.

Wages have not kept up with the inflation for those of us on the bottom rungs of the bank. In fact, I received a $0.65 raise, which is 2% last year. We are so understaffed that we are doing the work of two to three people. Some branches don't even have a branch manager. This is not sustainable. We are stressed out. The right to join a union is internationally recognized human right and is protected by the U.S. labor law. In this year's proxy statement, Wells Fargo announced its plan to amend the company's human rights statement later this year to affirm its commitment to adhering to applicable law, local laws regarding the freedom of association and collective employee action. We welcome Wells Fargo's willingness to finally recognize our international human rights to join a union.

However, we believe that Wells Fargo is still not living up to the international human rights obligations. I know firsthand how management spreads misinformation and anti-union propaganda in an effort to convince us not to exercise our freedom of association rights. It was very difficult and very stressful for me personally to stand up to that constant pressure from management. Further, Wells Fargo is facing various unfair labor practice charges that have been filed with the National Labor Relations Board, alleging violations of its employees' labor rights at the campus hub in Chandler, Arizona, and at branches in Albuquerque, New Mexico, and Atwater, California. Last year, Wells Fargo agreed to formal settlement with the NLRB regarding ULP charges in Hillsboro, Oregon, and Salt Lake City, Utah. A lot has changed since last year's vote on the similar stockholder proposal at Wells Fargo.

Every week, more employees contact us to learn how they can also organize a union. But many employees are fearful of retaliation because managers warn employees in their morning huddles that it's a bad idea and they are opposed to it. Meanwhile, other leading companies like Apple and Starbucks have already agreed to conduct third-party assessments to help ensure they are respecting their employees' rights to come together in a union. Respecting our international human rights to form a labor union is in the best interest of Wells Fargo and its shareholders, because workers with a union can help us improve productivity, reduce employee turnover, and retain experienced employees like me, and help us better serve the financial needs of our customers. Finally, with a voice on the job, we are better able to raise problems or ethical concerns with management without fear of retaliation.

For all those reasons, we urge the shareholders to vote in favor of this proposal. Thank you.

Steven D. Black
Chair of the Board of Directors, Wells Fargo

Item 8 is a proposal from American Baptist Home Mission Societies, a shareholder of the company, and six co-filers requesting a report on respecting indigenous people's rights. The proposal appears beginning on page 122 of the proxy statement. Tara Houska will now present proposal 8 on behalf of American Baptist Home Mission Societies. Ms. Houska, you may present the proposal.

Tara Houska
Tribal Attorney and Founder, Giniw Collective, American Baptist Home Mission Society

Hello and bonjour, everyone. My name is Tara Houska. I'm Bear Clan from Couchiching First Nation. I'm a lawyer and mother. I'm representing the American Baptist Home Mission Society and other faith-based co-filers today. I mean, I guess having spoken with Wells Fargo shareholders before and seen a growing support for these types of reporting that we're asking for, which is just simply that you are able to view and see a report of human rights as it relates to indigenous peoples. Knowing that projects across our territories, both in North America and beyond, in the rest of the world, are fiercely, fiercely resisted, particularly since the uprising of indigenous land defenders at Standing Rock in North Dakota in 2016 through 2017. I mean, our folks have cost your clients billions of dollars in delays, billions of dollars collectively.

That's just in North America. Thinking about Line 5, where Enbridge, the company that I've spent seven years of my, my life fighting, that's openly engaging in trespass on the Bad River Band's territory and property, and has lost in court several times, is now up to actually suing Michigan, the state of Michigan, fighting against Michigan's rights to actually oversee its own waters. I mean, those are the types of folks that are reporting back to you, that everything is well and good and that indigenous rights are respected. I am very, very hopeful that there is transparency for shareholders, that Wells Fargo moves in a direction of respecting climate, respecting human rights, respecting indigenous peoples. And yeah, we are asking for simply reporting this so you can actually see what's going on because your clients are not being truthful. Miigwech.

Steven D. Black
Chair of the Board of Directors, Wells Fargo

... Thank you, Ms. Houska. Item 9 is a proposal from the National Legal and Policy Center, a shareholder of the company, requesting an audit of climate transition policies. Proposal appears on, beginning on page 125 of the proxy statement. Luke Perlow, on behalf of the proponent, has submitted an audio presentation. Operator, please play the audio recording for item 9.

Speaker 9

Good morning. Wells Fargo claims its commitment to the carbon emissions reduction targets and net zero 2050 goals outlined in the Paris Agreement are necessary. To that end, the firm plans to dramatically reduce the carbon intensity of its energy sector lending portfolios by 2030. Wells Fargo believes that if more companies do not take similar commitments to catalyze the energy transition and reduce the global usage of hydrocarbon energy, anthropogenically driven climate change will result in catastrophic effects to the environment, to the planet, and to humans. Yet the research increasingly shows that the narrative of catastrophic climate change is over-exaggerated and misleading. Based on apocalyptic scenarios that are highly unlikely, nonetheless, they are sold by the corporate media as business as usual. This is because the climate models used to predict these scenarios are consistently inaccurate, and their projections usually fail to pan out.

They predict absurd, unrealistic temperatures, often due to data inputs with exaggerated and speculative adjustments, rather than those that reflect the true historical record and trends. So it's foolish to trust these models to predict the future. Conversely, the negative effects of rapidly reducing the supply of hydrocarbon energy are clear and obvious. First of all, developing nations rely heavily on affordable energy from fossil fuels. According to the International Energy Agency, nearly 760 million people, who primarily live in Africa and Asia, still lack access to electricity. Secondly, when energy prices rise, oil importing nations in Africa and Asia and Latin America are hit the hardest because of high import prices and weaker currencies, also according to the IEA. To pivot away from fossil fuels without adequate and affordable alternatives risks exacerbating poverty rather than alleviating it.

This transition, if not managed carefully, will inflate energy costs, reduce energy availability, and stifle economic growth in these vulnerable regions. As a result, Wells Fargo's allegiance to the Paris Agreement via its energy transition goals are at odds with its commitment to the United Nations Sustainable Development Goals, particularly the first goal of ending poverty. Our proposal asks Wells Fargo to conduct an audit of the economic and humanitarian effects, both adverse and beneficial, of its policies, particularly on developing nations. In its opposition to our proposal, Wells Fargo argues that it primarily serves domestic clients, so the impact of its domestic energy policies on emerging economies is limited. Yet it cannot deny the global nature of energy markets. Supply increases or decreases in the U.S. can have a major effect on global prices. The most obvious example is how the U.S. shale boom brought prices down worldwide.

OPEC supply cuts can demonstrate the same effect in reverse as international supply decreases lead to domestic price increases. Wells Fargo must also admit that its existing disclosures are inadequate. Its existing reports focus on the financial and social risks of catastrophic climate change, however unlikely they may be, yet they ignore the other side of the story. Some of the company's clients may be legitimately concerned with climate change. This is not the issue. The issue is that the company has made decisions on behalf of all its clients' assets based on the opinion of a small subset of the political spectrum. We urge the board to examine all sides of this issue by conducting an audit of the economic and humanitarian effects of its climate policies, and we urge our fellow shareholders to vote for Item 9. Thank you.

Steven D. Black
Chair of the Board of Directors, Wells Fargo

Item 10 is a proposal from the Sisters of St. Francis of Dubuque Charitable Trust, a shareholder of the company, and one co-filer, requesting an annual climate lobbying congruency report. The proposal appears beginning on page 128 of the proxy statement. Natalie Wasik, on behalf of the proponent, has submitted an audio presentation. Operator, please play the audio recording for item 10.

Speaker 9

Good morning, Mr. Black, members of the board, and shareholders. My name is Natalie Wasik, and on behalf of the Sisters of St. Francis of Dubuque and co-filer, School Sisters of Notre Dame, Central Pacific Province, who are members of the Interfaith Center on Corporate Responsibility, I present shareholder proposal number 10, which asks our board to analyze and report to shareholders on the alignment between its policy influence activities concerning our company's climate goals and the goals of the Paris Agreement. This proposal received a 32% vote at last year's shareholder meeting, and still, Wells Fargo appears not to have conducted such analyses or disclose information about how it assesses advocacy alignment. Investors increasingly expect companies to disclose information on their direct and indirect lobbying efforts on climate issues.

In the 2023 proxy season, a proposal at New York Community Bancorp, seeking disclosure regarding how its climate lobbying aligned with the goals of the Paris Agreement, received majority shareholder support, and five shareholder proposals requesting a climate lobbying report received support from a majority of shares voted in the 2021 proxy season. CEO Charles Scharf has said, "Climate change is one of the most urgent environmental and social issues of our time, and Wells Fargo is committed to aligning our activities to support the goals of the Paris Agreement and to helping transition to a net zero carbon economy." We commend Wells Fargo for the leadership represented by committing to achieve net zero greenhouse gas emissions, including finance emissions by 2050, by joining the Net Zero Banking Alliance and by establishing the Wells Fargo Institute for Sustainable Finance...

Without robust support of public policies, neither Wells Fargo's climate goals for itself and its clients, nor the Paris Agreement's broader goals can be accomplished. As long-term Wells Fargo investors, we believe that our company must align its public policy engagement with its long-term climate goals and those of the Paris Agreement, and that transparency regarding the governance of lobbying activities, trade association memberships and engagement, and efforts made to address misalignments between company policy and lobbying positions are key elements of managing climate risk. Wells Fargo argues that it already provides sufficient disclosure about its lobbying activities. We disagree. The company's current disclosures do not allow shareholders to analyze alignment with Wells Fargo's net zero commitment, and our company does not disclose definitions or a framework for assessing alignment or misalignments regarding climate advocacy positions.

Trade associations and other organizations, including the U.S. Chamber of Commerce and the Business Roundtable, to which Wells Fargo belongs, have engaged in lobbying and other influence activities that are not aligned with the company's own or the Paris Agreement's climate goals. We believe that the requested disclosures would be in the best interest of the company's risk management process, its oversight and governance performance, and its client support, not to mention the achievement of its own corporate goals, and would help ensure that Wells Fargo's direct and indirect public policy advocacy supports the kinds of policies needed to support clients' transitions and accomplish the goals of the Paris Agreement. Issuing the requested report would allow Wells Fargo to not only meet the increased expectations of investors, but also to join the leaders in the business community, increasingly providing their thinking and analysis of climate policy consistency.

We urge you to vote for proposal number 10 on Wells Fargo proxy card. Thank you.

Steven D. Black
Chair of the Board of Directors, Wells Fargo

Item 11 is a proposal from Harrington Investments, Inc., a shareholder of the company, requesting an annual report on congruency of political spending and corporate values. The proposal appears beginning on page 131 of the proxy statement. Anne Michelle Roberts will now present Proposal 11 on behalf of Harrington Investments, Inc. Ms. Roberts, you may present the proposal.

Anne Michel Roberts
Associate Director of Equity and Major Gifts, Corporate Accountability

Good morning. Thank you for this opportunity to introduce Item 11 on behalf of Harrington Investments regarding the congruency of Wells Fargo's stated policies and its political spending. My name is Anne Michelle Roberts, and I'm with Corporate Accountability. From past to present, Wells Fargo's history leaves little room for investors to trust on faith in its political values, alignment on race, especially focused on communities of color and specifically Black communities. Wells Fargo, through its acquisition of Wachovia, built wealth through institution using slave as collateral and business using convict labor. More recently, the bank has been accused of perpetuating race and gender inequality in its business and political spending. In 2011, Wells Fargo became the second-largest investor in GEO Group, a leading private prison corporation with 4.3 million shares, profiting off of a disproportionate number of Black people incarcerated in the U.S.

That same year, Wells Fargo agreed to pay $175 million to settle allegations that it discriminated against more than 30,000 Black Hispanic borrowers. As I speak, the corporation is seeking more time to respond to another national lawsuit alleging racial discrimination in the bank's mortgage lending practices against Black, Hispanic, and Asian American homebuyers, a lawsuit that could potentially involve up to 750,000 class members. The Consumer Financial Protection Bureau found statistically significant disparity in the rates in which Black and female borrowers got fewer pricing exceptions compared to other customers. These actions speak louder than any stated values, and it seems like Wells Fargo has only continued to profit from Black communities. Their history leaves little room for trust.

With regard to its political spending, we see notable discrepancies between what Wells Fargo says and what it actually does. In a leaked transparency report about Wells Fargo's PAC, it stated it aims to support candidates who are willing to work in a bipartisan manner and support diversity, equity, and inclusion. Immediately after January 6, 2021, Brian Smith, the head of government relations and public policy for Wells Fargo, stated the PAC would take into consideration the actions of elected officials who objected to the Electoral College voting during the critical period in our democracy. Wells Fargo's own report of its PAC spending for 2023 shows that it continues to donate to members of Congress who voted against certifying the Electoral College. Wells Fargo continues to invest in the expansion and increased militarization of police departments through supporting organizations called Police Foundations.

Today, a staff member of Wells Fargo serves on the board of trustees of the Atlanta Police Foundation, which has claimed to be funding the controversial police training facility dubbed Cop City, which would increase the policing of Black and brown communities while disrupting an urban forest in Atlanta, in which the community and the nation have loudly voiced their opposition to. We see Wells Fargo's presence on the board of trustees as its potential support for Cop City. Is it so? If so, then it seems contradictory to its stated values of the corporation. Shareholders and investors need to know the alignment between what the corporation says and what it does.

Today, we ask for you to vote in favor of this Item 11 to produce an annual congruency analysis assessing the alignment between Wells Fargo's stated values and political contributions around race, gender, and beyond. This is the very first step working towards this walk. Thank you.

Steven D. Black
Chair of the Board of Directors, Wells Fargo

Thank you, Ms. Roberts. Item 12 is a proposal from John Chevedden, a shareholder of the company, and one co-filer, requesting a transparency and lobbying annual report. The proposal appears beginning on page 134 of the proxy statement. Mr. Chevedden will now present proposal 12.

John Chevedden
Shareholder, Wells Fargo

Hello, this is John Chevedden. I move proposal 12 that I submitted together with co-filer Reiners McVeagh Capital Management, asking Wells Fargo to provide a report on its state and federal lobbying expenditures, including indirect funding of lobbying through trade associations and social welfare groups. Shareholders are asking companies to disclose all dark money payments to third-party groups that use that money to influence policy. Wells Fargo fails to do this. Wells Fargo does not issue a comprehensive report of its own direct lobbying. That data is scattered among federal and state regulators and is difficult to obtain. We know that for its direct lobbying, Wells Fargo has spent over $72 million on federal lobbying since 2010, and there is incomplete disclosure about Wells Fargo's spending at the state level, where finding this information is nearly impossible.

Wells Fargo is required to report its lobbying and already has this information, so it could easily be provided to shareholders. This proposal seeks full disclosure of dark money payments to trade associations or social welfare groups where there are no limits or disclosure requirements. Wells Fargo shareholders face a blind spot here. Trade associations spend hundreds of millions to lobby. The U.S. Chamber of Commerce has spent more than $1.8 billion since 1998. Wells Fargo lists its membership in 17 trade associations, but fails to disclose any of its payments nor the individual amounts used for lobbying. Wells Fargo belongs to the American Bankers Association, the Business Roundtable, Chamber of Commerce, and SIFMA, which together spent over $106 million on 2023 federal lobbying. How large are Wells Fargo's payments, and what amounts are used for lobbying?

Shareholders do not know, and that's a big problem. Many Wells Fargo trade associations lobbying positions contradict Wells Fargo's public policy positions, resulting in misalignment and reputation risk. For example, Wells Fargo publicly supports addressing climate change, yet its membership in the Business Roundtable opposed the Inflation Reduction Act in a historic investment to address climate change, and a chamber has been a central actor against climate legislation for two decades. Lobbying disclosure is a safety mechanism for Wells Fargo, its reputation and shareholders, as what gets disclosed gets managed. Full disclosure of Wells Fargo's lobbying, including all third-party payments, will ensure proper oversight of Wells Fargo's lobbying, and I urge shareholders to vote for Proposal 12.

Steven D. Black
Chair of the Board of Directors, Wells Fargo

Thank you, Mr. Chevedden. Item 13 is a proposal from American Conservative Values ETF, a shareholder of the company, requesting that the company prepare a report on the risk of politicized debanking. The proposal appears beginning on page 137 of the proxy statement. William Fleig, on behalf of the proponent, has submitted an audio presentation. Operator, please play the audio recording for Item 13.

Speaker 9

Good morning, shareholders and board members. My name is William Fleig, founder and CEO of Ridgeline Research, investment advisor to the American Conservative Values ETF, ticker symbol ACVF. On behalf of its shareholders, I move for shareholder proposal number 13, requesting a report to assess whether Wells Fargo has adequate safeguards to prevent politicized debanking. Shareholders request the board of directors to conduct an assessment and issue a report evaluating how it oversees risks related to discrimination against individuals based on factors such as social, political, or religious views, as well as race, color, religion, sex, national origin, and whether such discrimination may impact individuals' civil rights. We are concerned with recent evidence of religious and political discrimination against customers by companies in the financial services industry.

The 2023 edition of the Viewpoint Diversity Business Index shows that many of the largest financial institutions include vague and subjective grounds to deny service, like reputational risk, social risk, misinformation, hate speech, or intolerance. These kinds of terms allow financial institutions to deny or restrict services for arbitrary or discriminatory reasons. When companies engage in this kind of discrimination, they hinder the ability of Americans to access the marketplace. This undermines the fundamental freedoms of our country. Politicized debanking can also damage a company's reputation, negatively impacting shareholder value. This is a pro-shareholder proposal. This previously underappreciated risk exists for all financial service companies and needs to be recognized by shareholders and their representative boards. In the recent past, we have witnessed shareholders advocate for JPMorgan Chase, MasterCard, PayPal, Capital One, and Charles Schwab to assess whether they have adequate safeguards to prevent politicized debanking.

19 states' attorneys general and 14 states' financial officers specifically called out JPMorgan Chase, which likely damage their reputation and ability to operate in favorable regulatory environments. I encourage all shareholders to vote for shareholder Proposal 13, requesting a report on the risks of political debanking. Thank you.

Steven D. Black
Chair of the Board of Directors, Wells Fargo

As stated in the proxy statement, the board has recommended that shareholders vote against items six through 13. That concludes the presentation of the company and the shareholder proposals. Charlie and I will now respond to questions from shareholders or their proxies on these 13 items of business. Please refer to the rules of conduct for information about the question and answer sessions. We are joined today by John Campbell, our Head of Investor Relations, who will assist with our question and answer sessions. John, will you please let us know how many shareholders and guests are attending the meeting today, and if there are any questions on the company and shareholder proposals?

John Campbell
Head of Investor Relations, Wells Fargo

Thank you, Steve. There are approximately 165 shareholders and approximately 171 guests in attendance in today's meeting. We will now begin the Q&A session on the proposals. The first question is: freedom of association and collective bargaining are high-profile public issues for this company. How is Wells Fargo leadership responding to these calls for greater employee power?

Charles W. Scharf
CEO, Wells Fargo

Thanks for the question. I guess I would start out by saying that we have numerous places inside the company where we seek out employee opinions, and they carry a substantial amount of weight when we prioritize the work we should be doing. And so the voice of the employee inside the company is something that's very important to the management team. We certainly respect our employees' freedom of association, and we're committed to bargaining in good faith with the certified representatives of our employees where one has been designated by election.

And at the same time, I think it's important to make clear that we continue to believe that our employees are best served by working directly with Wells Fargo and our leadership team, and we intend to exercise our right to speak with our employees about these matters to make sure that they make informed decisions. And so we'll continue to move forward with both of those.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you. Our next question is: what is the risk to investors if proposals 4 and 5 are passed, such as outsized forced takeover attempts or a self-interested group with other goals adverse to the shareholders?

Steven D. Black
Chair of the Board of Directors, Wells Fargo

Again, thank you for the question. In 2023, shareholders supported a shareholder proposal requesting that the company replace voting requirements in the certificate and bylaws that call for a greater than simple majority vote with a majority of the votes cast standard. Currently, there are only two provisions that apply to the company's common stock and require a supermajority voting standard. Item 4, which is Delaware General Corporation Law, Section 203, and the company's related certificate of incorporation, and Item 5, which in Section 6.7 in the bylaws. The board has proposed amendments to our organizational documents to remove all remaining supermajority voting standards applicable to the company's common shareholders. The proposed amendments for Item 4 and 5, if approved, will effectively remove supermajority voting standard requirements for each of the documents.

Our board believes these changes appropriately balance the varied views expressed by our shareholders and the investment community, supporting removal of supermajority voting standards, while providing that certain significant changes at the company should still be approved by a sufficiently large group of shareholders rather than a majority of votes cast.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you, Steve. Our final question is: Wells Fargo continues to finance clients that violate indigenous rights. Is it not inherently risky to be working with clients with such blatant human rights violations? What is your plan to address the indigenous rights violations in your client portfolio?

Charles W. Scharf
CEO, Wells Fargo

Sure. Thanks for the question. First of all, let me start by just making clear that we've served Indigenous people's communities for more than 60 years, and we seek to help these communities achieve financial stability and prosperity. We respect the rights of Indigenous peoples, including the right to determine their own way of life in their own lands, and to take this into account when conducting our business activities. We do have existing policies and procedures that underscore the importance of respecting Indigenous people's rights and assessing potential risks to Indigenous communities. We periodically review and evaluate those policies and procedures consistent with our standard policy management process and our enterprise-wide risk and control framework.

More broadly, we've established risk management policies and practices, and procedures, including our Environmental and Social Impact Management Policy and related framework, to help us identify, evaluate, manage complex environmental and social issues in our financing and investment bank, in our investment businesses.

Steven D. Black
Chair of the Board of Directors, Wells Fargo

Thank you, John. This concludes the question and answer period for the business items presented for consideration at the annual meeting. I now declare the polls closed for the items of business for the annual meeting at 10:53 A.M. Eastern Time. We will pause for a moment to receive the preliminary voting results. The Inspector of Elections has given the corporate secretary the preliminary voting results on the item presented at this meeting. Emma, please read the results.

Emma Bailey
Corporate Secretary, Wells Fargo

...For Item 1, the inspector's preliminary report indicates that each of the nominees received more than 91% of the votes cast in favor of his or her election and has been elected to the board. Item 2, the advisory resolution to approve executive compensation, received majority support of the shares present in person or by proxy and entitled to vote on the proposals. Item 3, ratification of KPMG as the company's auditor for 2024, received majority support of the shares present in person or by proxy and entitled to vote on the proposals. Item 4, an amendment to the company's restated certificate of incorporation, received majority support of the shares present in person or by proxy and entitled to vote on the proposals.

Item 5, an amendment to the company's bylaws, did not receive at least 80% support of the shares outstanding at the time of the vote. The inspector's preliminary report also indicates that the following shareholder proposals, Item 6, Annual Report on Prevention of Workplace Harassment and Discrimination, Item 7, Third Party Assessment of Respect for Freedom of Association and Collective Bargaining, Item 8, Report on Respecting Indigenous People's Rights, Item 9, Audit of Climate Transition Policies, Item 10, Annual Climate Lobbying Congruency Report, Item 11, Annual Report on Congruency of Political Spending and Corporate Values, Item 11, Transparency and Lobbying Annual Report, and Item 11, Report on Risks of Politicized Debanking, did not receive majority support of the shares present in person or by proxy and entitled to vote on the proposals.

The company will report the final voting results on Form 8-K to be filed with the SEC.

Steven D. Black
Chair of the Board of Directors, Wells Fargo

Thank you, Emma. This concludes the business portion of the annual meeting, and I declare that the formal portion of the meeting is now adjourned. On behalf of the board of directors and the management of the company, I want to thank you for participating in the meeting. Now, I'm pleased to introduce Charlie Scharf, the company's CEO, to provide an update on the company.

Charles W. Scharf
CEO, Wells Fargo

Thank you, Steve, and thanks to all the shareholders who've joined us today. 2023 was a year of continued progress for Wells Fargo. We delivered stronger financial performance versus 2022, and we continued to execute on our strategic priorities. Our results benefited from the strong economic environment, higher interest rates, our continued focus on efficiency, and strong credit discipline. In addition, we're beginning to see the impacts of investments we've made to better serve our customers and grow more quickly. We are moving forward with our risk and control work. We're investing to build a faster, growing and higher-returning company, and in parallel, we continue to become more efficient. I'll walk through a few of these areas this morning before answering questions. First, let me discuss our financial performance.

In 2023, Wells Fargo generated $19.1 billion in net income, or $4.83 per diluted common share. We grew net income and diluted earnings per common share from a year ago, with higher revenue and lower expenses. Our revenue increased 11% from the previous year. The higher rate environment drove strong growth in net interest income, which was up 17% from a year ago. We also grew non-interest income with strong growth in trading activities, investment banking fees, and commissions and brokerage service fees, reflecting improved markets as well as the investments we've made in our wholesale businesses. This growth was partially offset by a decline in mortgage banking, primarily driven by our efforts to simplify the home lending business, as well as lower deposit-related fees, reflecting our efforts to help customers avoid overdraft fees.

Expenses declined 3% from a year ago and included the impact of our efficiency initiatives, which have resulted in $10 billion of gross saves over the past three years. We reduced expenses even as we incurred a $1.9 billion FDIC special assessment as a result of regional bank failures early in 2023, in addition to higher severance expense as we continued our focus on efficiency. Additionally, we continued to make investments in our risk and control infrastructure and in strategic initiatives across our businesses. As expected, net loan charge-offs increased from historically low levels. We continued to closely monitor our portfolios, taking credit tightening actions as appropriate. We also increased our allowance for credit losses throughout the year.

The change was driven by our expectations for potential losses in parts of our loan portfolio due to both changes in balances as well as our expectations for higher losses, especially in office loans. As of year-end, we had approximately 11% reserved for our commercial real estate office exposure in our Corporate and Investment Banking business. We will continue to monitor for potential losses across our entire loan portfolio going forward and adjust our allowance accordingly. Average loans outstanding increased by 2% from a year ago, with growth in the first half of the year, offsetting declines later in the year, reflecting weaker loan demand as well as credit tightening actions. Average deposits decreased 5%, driven by consumer spending, as well as customers continuing to migrate to higher-yielding alternatives in a rising rate environment.

Our capital levels remain strong, while we continued to return a significant amount of capital to shareholders, including increasing our quarterly common stock dividend from $0.30 per share to $0.35 per share, and we repurchased $12 billion of common stock. Our return on equity was 11%, and our return on tangible common equity was 13.1%. Let me now say a few words about our industry before turning to a broader discussion of our company's progress and priorities. At about this time last year, Wells Fargo, along with 10 other large banks, used its strength and liquidity to make a $5 billion uninsured deposit into First Republic Bank.

We were able to do so because we have a diversified business model, one that provides unique benefits that allows us to serve customers, communities, and the broader economy in important and differentiated ways. We are predominantly a U.S. bank, and we have scale and diversification across the country. We have a diversified set of risks that we actively manage, and we seek to avoid concentrations that could be outsized for our company. Our funding sources are diversified, we have strong capital base, and as one of eight GSIBs in the U.S., we operate with heightened regulation and supervision. This enhances our strength. When there are disruptive events, as there were last year, the benefits of our business model become even clearer. Our deposit into First Republic helped it provide liquidity to its customers and calm the markets for a period of time.

At the same time, we were viewed as a safe institution to serve customers during this period. Our customers, and ultimately our communities, benefit from this stability. Let me now move on to Wells Fargo's areas of strategic focus. I've been clear since I joined the company that closing gaps in Wells Fargo's risk and control environment is our top priority. To get this work done, we have developed plans and have been executing them now for several years. We are completing these plans with increasing confidence. We have detailed project plans that track interim deliverables, not just the dates when the work is to be finalized and turned over to our regulators for validation. As we have completed interim deliverables, our control environment has become increasingly stronger.

The numerous internal metrics we track show that the work is clearly improving our control environment, but we will not be satisfied until all of our work is complete. We are making progress because we are managing this work differently than we did historically. We've prioritized it as the most important body of work we have to accomplish at the company, and it will remain our priority until the work is complete. We have much more effective reporting and processes in place to provide appropriate oversight. We have added approximately 10,000 people across numerous risk and control-related groups since 2018. We spent over $2.5 billion more in 2023 than in 2018 in these areas, and we are a stronger, better company for our customers, communities, and employees.

Critical to our progress is the experienced people we now have at the company, who have the skills and commitment to complete this work. In February 2024, we reached an important milestone when the OCC announced the termination of a consent order issued in 2016 regarding sales practice misconduct at the company. Since the order was put in place, we have revamped how we offer and sell products and services, and we've taken additional actions to protect our customers and employees. The closure of this order is an important step forward and is a demonstration of what I said a moment ago. We've prioritized risk and control work, we have put substantial resources behind it, and we're seeing results.

The OCC's action is confirmation that we operate much differently today around sales practices, and it is the sixth enforcement action against Wells Fargo that our regulators have closed since 2019. This is not to say that we are done. We remain focused on the work ahead, and again, we are moving forward with confidence. At the same time, I will repeat what I've said in the past: regulatory pressure on banks with long-standing issues, such as ours, is high, and until we complete our work, and until it is validated by our regulators, we remain at risk of further regulatory actions. Additionally, as we implement heightened controls and oversight, new issues could be found that need to be remediated, and these may result in additional regulatory actions. Let me now discuss our businesses. First, how we continue to reorient our business mix.

We continue to look at our business mix and react to changes in regulations, market dynamics, and the external environment to put us in a strong position to serve our customers. Most significantly, in 2023, we implemented a meaningfully different home lending business model than we had been operating for decades. We made the decision to significantly downsize the business and focus on serving customers who have a broader relationship with Wells Fargo, while continuing to provide support for underserved communities. Our decision reflects our belief that much has changed regarding regulation, capital requirements, and reputational risk for large banks who operate large home lending businesses, as well as the different standards in this space for smaller banks and non-banks.

Simply put, we do not believe the risk-adjusted returns and the reputation risk we bear are attractive to operate the business at the scale we did previously. We still view home lending as an important product to offer our customers, and we will continue to support their needs. We can do this with a smaller business than we've had in the past. In addition to executing on a more focused home lending strategy, we continue to look at other activities with aim towards simplifying the company. To that end, we sold approximately $2 billion of private equity investments in certain Norwest Equity Partners and Norwest Mezzanine funds in 2023. This builds on numerous sales and exits we completed between 2019 and 2022. Moving now to how we're investing in our core businesses to better serve our customers.

I won't provide an exhaustive list of investments, but we'll provide some key examples. My purpose is to show the degree to which we are investing in our businesses and in the customer experience, while we, at the same time, focus on our risk and control work and efficiency initiatives. In our credit card business, we have built a broader platform with cards that each offer a clear value proposition. The results are also clear. In total, spend on our cards grew 15% between 2022 and 2023, significantly more than the industry average. Our credit card balances grew 13%, and credit quality remains within our expectations. We have made disciplined investments in our corporate and investment banking. More than 50 new senior hires have joined CIB since 2019, with many of these in key coverage and product groups within banking.

Here, too, the results are encouraging. In the past year, we've seen increases in our industry market share and rank in M&A and overall investment banking. In our commercial bank, we announced that we entered into a strategic relationship with Centerbridge Partners, focused on direct lending to non-sponsored North American middle-market companies. Providing our middle-market clients with greater access to capital that can be used to pursue a broader set of growth and value creation initiatives across a variety of market conditions, should be an important differentiator. It will help strengthen our client relationships while adding fee-based revenue to Wells Fargo. In Consumer, Small and Business Banking, over the past several years, we've worked to fundamentally change how we do business. We've revamped how we offer and sell products. We've put in place new systems, processes, and controls across the retail bank, and we've established stronger oversight.

In parallel to these risk and control-focused changes, we've worked to build a foundation to grow our business and improve the customer experience, both digitally and in our branches. This includes significant enhancements to our mobile app, including the launch of Fargo, our new AI-powered virtual assistant, as well as digital enhancements in our branches. We're also continuing to upgrade our branches across the U.S. Finally, in Wealth and Investment Management, we continue to grow our ranks of financial advisors and to invest in our broad product set. These are beginning to yield positive results. Let me now focus on our work with communities. We believe that for us to be a successful company, we must consider a broad set of stakeholders in our decisions and actions beyond shareholders. This is not in lieu of shareholders. In fact, we believe it will enhance returns to shareholders over time.

Here are a few key examples of work we did on our communities last year. We donated approximately $300 million to over 3,000 nonprofits in support of housing, small business, financial health, sustainability, and other community needs. We strengthened local communities through approximately 800,000 hours of volunteer service from Wells Fargo employees. As part of our Banking Inclusion Initiative, we introduced HOPE Inside centers in 15 markets, now supporting 57 retail branches that provide financial education workshops and free one-on-one coaching. We exceeded our $150 million special purpose credit program commitment to advance racial equity in homeownership, helping customers refinance their mortgages to below-market rate loans with reduced closing costs. We announced the Invest Native Initiative, a $20 million commitment to advance economic opportunities in Native communities.

You can read about our ESG-focused initiatives in our 2023 Diversity, Equity, and Inclusion Report, as well as in our Sustainability and Governance Report, our July 2023 TCFD report, and our CO2e emission reporting, which all are available on our website. Finally, let me turn to the work we've done to support our employees. Our employees are core to who we are and what we do as a company. We invest in them, and we listen to them. Let me describe some of the investments we've made in our employees in recent years. Since 2019, we have increased wages for U.S. hourly employees by nearly 20%. We have also increased the average pay rate for tellers by 34%.

Earlier this year, we provided a special cash bonus of $1,000 to all eligible U.S. employees making $75,000 or less in annual salary and less than $85,000 in total cash compensation. This award went to almost 100,000 people. We provide eligible U.S. employees with numerous benefits designed to protect their physical and financial health and to help them make the most of their financial future. These include contributing up to 85% of per paycheck costs of medical coverage, depending on compensation level, making approximately $1 billion in annual 401(k) contributions.

Eligible U.S. 401(k) plan participants receive a dollar-for-dollar company match up to 6% for eligible compensation, and eligible U.S. employees earning less than $75,000 a year receive an additional company 401(k) contribution of 1% a year of eligible compensation. Beyond retirement benefits, we provide backup care benefits, family-building benefits, wellness benefits, and others. We also invest in our employees' development. This includes investing approximately $200 million in learning and development programs in 2023, annual tuition reimbursement for eligible employees, early talent programs, sponsorship programs, a global mentoring program, and more. These are examples. We list further examples in our proxy statement. We have several ways for employees to share ideas or voice concerns. Their voice matters. We take their feedback seriously, and we act on their comments.

The forums we have in place allow employees to share their voice or insights in a public or private manner, including directly to their managers or any manager with whom they feel comfortable. Through our confidential ethics line, which employees can access by phone or online at any time to anonymously report complaints, violations, and other concerns. Through Employee Relations, a team within human resources that specialize in helping employees and managers resolve workplace conflicts. At town halls, including those I hold approximately once per quarter, and through Loudspeaker, a company-wide employee feedback platform where employees can provide feedback and ideas. Let me close here by thanking our employees. Many of you are listening today. Your dedication is unmatched. I'm thankful for all that you do, and I remain committed to leading Wells Fargo to be one of the most respected financial institutions in the country.

I would also like to thank the many others of you for attending today's meeting and for continued interest and support in Wells Fargo. Over the past five years, we have become a simpler, more efficient, and more valuable company. Much work remains ahead, and we will continue to make the investments necessary to continue to strengthen our company on behalf of our employees, our customers, our shareholders, and our many other stakeholders. I'd now like to open the call to general questions.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you, Charlie. As a reminder, shareholders may submit questions by typing them in the Ask a Question box of the virtual meeting website. Our first question is in regard to capital return. What do future dividends look like for 2024?

Charles W. Scharf
CEO, Wells Fargo

Sure. I would start by just reiterating what we've said several times, which is returning excess capital to shareholder remains a priority. In that light, in 2023, we repurchased approximately $12 billion in common stock, and we currently expect to be able to repurchase more than this amount in 2024. In the first quarter, we repurchased a little over $6.1 billion in common stock. In 2023, we also increased the common stock dividend from $0.30- 0.35. You know, I would say, you know, it's a topic of conversation that the board has on a regular basis. We think about, you know, the total levels of capital that we want to run the company with, and therefore, what's appropriate in terms of a dividend and share repurchases.

We consider a number of factors, including the current market conditions, interest rate movements, risk-weighted asset levels, the economic environment, and certainly the stress test results. So, it's something that, you know, the board will continue to make sure that we consider, and it's, we'd certainly like to be in a position to continue to return excess capital consistently to shareholders, not just this year, but as we look forward.

John Campbell
Head of Investor Relations, Wells Fargo

Our next question is about the economy. I am reading information that the consumer savings rate is starting to decrease and defaults on loans are increasing. What is Wells Fargo seeing with the consumer?

Charles W. Scharf
CEO, Wells Fargo

Sure. You know, I guess, you know, broadly speaking, I would say is, you know, we do see continued strength, in the U.S. economy, which is still fairly broad. When we look at the spending patterns of consumers using our debit and credit cards, they generally remain very consistent, for quite some time now, when we look at just what that growth is year-over-year. And consumer credit, while delinquencies are rising, are performing as we would expect, and so we don't have a lot of surprises there. When we look, you know, whether it's consumers, or our business customers, again, I think that degree of consistency we're seeing is, you know, something that's, you know, that's, very, very telling.

Having said that, average deposit balances per customer are declining from their peak, which is not a surprise, given just all the stimulus that we saw and all the money that came into the system. But on average, the levels remain above pre-pandemic levels, and wage growth that we've seen looks like it's more than offsetting the increase in spending that we see. So, I... You know, we've been consistent in saying that, while that's the case overall, there are certain cohorts of customers that certainly appear more stressed, and that's something that we're watching closely. But at this point, we don't see a whole lot of change versus what we've seen in prior periods.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you. Our next question is: Is the board concerned that the exit of Wells Fargo and other major banks from the Equator Principles will jeopardize the existence of the EP signatory group? What does it signal about Wells Fargo's commitments to climate and human rights, that you publicly left the group of which you were a co-signatory?

Charles W. Scharf
CEO, Wells Fargo

Sure. Well, first of all, you know, we're not backing away from our previously articulated priorities. And, you know, these are things that we look at regularly, and will continue to do so. While we're not becoming a member of the new Equator Principles organization, we do incorporate the elements of, you know, that are embedded in the Equator Principles for project financing into our due diligence process, you know, where we think it's appropriate. And we'll continue to assess the risks and apply appropriate due diligence in order to both protect and meet the needs of our customers, our clients, and communities.

John Campbell
Head of Investor Relations, Wells Fargo

The next question is on board governance. The company has in place a director resignation governance policy that provides the board post-election discretion to determine whether to accept or reject the resignation of an incumbent director who fails to be reelected. Does the policy undermine the voting rights of shareholders by allowing the board to have the final say on the unelected director's status?

Steven D. Black
Chair of the Board of Directors, Wells Fargo

Thank you, John. Our board is duly elected annually by shareholders, so the directors are accountable for their oversight of all governance issues. Because the directors are annually elected to represent the shareholders' interests, we feel that the board is best positioned to evaluate important governance matters, including the director resignation policy.

John Campbell
Head of Investor Relations, Wells Fargo

The next question is on governance as well. Do you expect to name any new directors in the year ahead?

Steven D. Black
Chair of the Board of Directors, Wells Fargo

Thank you, John. Having shareholders vote for directors each year allows shareholders to hold directors accountable for their oversight responsibilities, and we believe that directors should not have an expectation of being automatically renominated annually. It is important that the board refreshment be periodic and that we maintain an appropriate balance of tenure, experience, and perspective.

John Campbell
Head of Investor Relations, Wells Fargo

Thanks, Steve. The next question is on technology. Please give an example of using artificial intelligence to improve profits.

Charles W. Scharf
CEO, Wells Fargo

Sure. I guess I'd start by saying, you know, AI itself is not new, and we and others across this industry, and beyond, have been, you know, using it for years. Generative AI is something that is new and, you know, quite interesting. But, you know, when we look at things that we do in order to serve our customers as well as we can, you know, there's a tremendous amount of AI embedded in what we do. An example of that is our rollout of Fargo last year, which is embedded in our consumer mobile banking app. It's an AI-powered virtual assistant, which allows us to provide a more personalized and convenient, and quite simply, just a very simple consumer banking experience for our customers. We continue to embed AI capabilities into other client and consumer experiences.

It's true on the wholesale side, where we have something called Wells Fargo Advantage, which serves both commercial and corporate customers. I would say, you know, we're learning as much as we can about generative AI, both the opportunities and making sure we understand the risks that are there. But, you know, believe that, you know, AI itself will continue to help us find ways to serve our customers in a more productive way, which is good for them and ultimately will benefit the company.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you, Charlie. The next topic is environmental sustainability. Wells Fargo continues to be one of the largest funders of fossil fuel expansion and fossil fuel projects in the world. How will the Wells Fargo board and management achieve net zero by 2050 if it continues to fund fossil fuel expansion?

Charles W. Scharf
CEO, Wells Fargo

Sure. I guess I'll start by saying, you know, what I've said in the past, which is, you know, we do believe that climate change continues to be one of the most urgent, environmental and social issues of our time. And because of that, we announced in 2021 that we're setting a goal of net zero greenhouse gas emissions by 2050. And we've also said, and I'm going to repeat that, you know, for us to achieve that, we cannot do that on our own. That it does require action by a host of other stakeholders in order for us to achieve that goal. We believe that, you know, a transition needs, you know, to support the energy needs of today.

At the same time, we're investing in tomorrow, and our strategy is about to pursue the climate goals. You know, it really is centered around supporting our clients' transition plans.

John Campbell
Head of Investor Relations, Wells Fargo

Continuing with that topic, the next question is: Wells Fargo's environmental and social impact management framework states, "Wells Fargo will not provide new direct credit, capital markets origination, or corporate advisory services to, or make corporate principal investments in clients deriving the majority of their revenues from the extraction of coal." The question is, does Wells Fargo plan to improve the scope for what it defines as a thermal coal miner to something more ambitious and in line with the Net-Zero Banking Alliance, which defines a thermal coal miner as any client with more than 5% of their revenues coming directly from thermal coal mining? Or will Wells Fargo leave itself open to reputational risk and continue financing companies that aren't excluded based on the revenue threshold, but are still pursuing massive thermal coal expansion plans?

Charles W. Scharf
CEO, Wells Fargo

Yeah, you know, we have expectations and requirements for the way we identify and assess and manage the actual and potential environmental and social adverse impacts associated with you know, certain of our commercial clients and financings that we participate in. And we'll continue to look at that in the context of the comments I made in the answer to the prior question.

John Campbell
Head of Investor Relations, Wells Fargo

Continuing with this theme, the next question is: The impact of Wells Fargo's clients and projects funded in fossil fuel industries is a growing concern for shareholders. What steps is Wells Fargo taking to ensure these clients can implement better environmental practices and a measurable reduction in client, excuse me, climate impacts?

Charles W. Scharf
CEO, Wells Fargo

Yeah, I'll repeat what I've, you know, said, you know, before here, which is that we do favor a transition that supports the energy needs of today, at the same time that we're investing for the future. And, you know, we believe that, you know, that trend—this is a transition. It's something that'll take place over time. And we do need to support the needs of today, you know, while we're thinking about tomorrow.

John Campbell
Head of Investor Relations, Wells Fargo

The next question goes back to board governance. When was the board retirement age increased to 75? Did Wells Fargo consider and evaluate instituting term limits of 15 years on the board to ensure beneficial refreshment of board members occurs?

Steven D. Black
Chair of the Board of Directors, Wells Fargo

Thanks, John. Our board has adopted a retirement age policy pursuant to which individuals will not be nominated for election for a term that would begin after the individual's 75th birthday. The board may approve the nomination of such individuals if, due to special or unique circumstances, the board determines that it is in the best interest of our company and our shareholders for the individual to be nominated for election. The board recently, in 2023, increased our retirement age policy from 72 years old to help facilitate the board's recruitment of new directors with appropriate skills, experience, and backgrounds, while providing for continuity and an orderly transition of leadership on our board and its committees.

The board values contributions of both new directors with fresh perspectives, and directors who have developed extensive experience and insight into the company during the course of their service on the board. For that reason, the board has determined that arbitrary term limits on director services are not appropriate.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you, Steve. The next question is about the efficiency of the company. Efficiency ratio continues to be a challenge for Wells Fargo. Improvements have been marginal. Please speak to specific efforts to improve this ratio in 2024.

Charles W. Scharf
CEO, Wells Fargo

Sure. We actually feel like we've made substantial progress on improving the efficiency of the company, by a whole range of measures. Having said that, we've also been very clear, that we continue to believe that opportunity exists for us to continue to make progress, on efficiency. I do want to just remind everyone that while we're focused on efficiency, we're also focused on spending everything that we need to spend, to ensure that we're building the appropriate control environment, which is our responsibility as a management team, and we believe ultimately should satisfy our regulators. At the same time as doing those things, we're also investing in our businesses to help serve our customers better ultimately, which will result in more growth for the company.

We have delivered on our commitment of approximately $10 billion of gross expense saves, and we expect approximately $2.7 billion of gross reductions in 2024 due to these initiatives. And as I've said, you know, we're pursuing efficiency in some parts of the company, while we're spending what's necessary to build the control environment, and invest in some, you know, basic things for the company, such as, you know, looking at our branch footprint and refreshing our branches and ATMs, as well as, you know, investing within technology and other parts of the business to build for the future.

John Campbell
Head of Investor Relations, Wells Fargo

Our next question is: Does Wells Fargo have a representative on the T.D. Jakes Foundation, where they denote, excuse me, donated $1 billion? I am aware that the current director is a former Wells Fargo employee, but that doesn't mean oversight for Wells Fargo, or does it?

Charles W. Scharf
CEO, Wells Fargo

We do not have a seat on that board. The head of the Wells Fargo Foundation approves joint investments in the T.D. Jakes Foundation.

John Campbell
Head of Investor Relations, Wells Fargo

The next question is about the economy. What effects is the higher interest rate environment having on the company's financial performance, both now and for the next year?

Charles W. Scharf
CEO, Wells Fargo

Sure. You know, when you look at the company's business mix, and what we do, substantial portion of the revenues and profits of the company are driven by net interest income. So, therefore, you know, the impact of higher rates does have an impact on that. Our business does remain sensitive to interest rates, and I would say just the overall health of the U.S. economy. But we're also not just looking at the impact of things going on around us, we're doing things ourselves to make sure that we're doing all we can to continue to improve the performance of the company.

So I think, you know, you know, there's a series of dynamics in play when we consider our rate sensitivity and, you know, if rates remain at or close to peak levels, we would expect deposit pricing lag to extend and further reduce the benefit from higher rates. But depending on how long higher rates persist, it's very much there's an interrelationship, not just with rates itself, but the impact on, you know, the impact on a series of variables in the U.S. economy, which will affect the overall company. So, you know, we spend a lot of time thinking through what the different scenarios, how they could possibly play out, to make sure that we're, you know, as prepared as we possibly can be.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you. Our next question is: Will Wells Fargo contribute to loss and damage funding for climate change impacts as a result of financing of clients and projects that are expanding infrastructure for fossil fuels?

Charles W. Scharf
CEO, Wells Fargo

Yeah, I think I've, you know, I've covered this, you know, in respect of us thinking through what position, you know, we've taken on climate. You know, we've acknowledged, you know, our belief in the importance of the issue, and we've also laid out what we think is, you know, an appropriate position for us to take as we support our clients as we go through a transition. That will continue to evolve, and we would just, you know, encourage a much broader group of stakeholders to be engaged and involved as we are in the conversations that we have with our clients on the topic.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you, Charlie. Thank you, Steve. There are no further questions at this time.

Steven D. Black
Chair of the Board of Directors, Wells Fargo

Okay, thank you, John. That concludes our general question-and-answer session. On behalf of the board of directors and the management of the company, I want to thank you all again for joining us today. We appreciate the feedback we've received on proposals and during the question-and-answer sessions, and we'll continue to engage with our shareholders on these and other important topics.

Operator

This concludes our meeting. Thank you for attending.

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