Wells Fargo & Company (WFC)
NYSE: WFC · Real-Time Price · USD
81.40
+0.84 (1.04%)
Apr 28, 2026, 2:52 PM EDT - Market open
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AGM 2026

Apr 28, 2026

Operator

Good day, and welcome to the Wells Fargo & Company shareholder meeting. Wells Fargo owns all rights to any photographs and audio or video recordings of the shareholder meeting. Any rebroadcast, retransmission, or other audio or video distribution of the shareholder meeting without the express written consent of Wells Fargo is prohibited. Remarks made during today's shareholder meeting may contain forward-looking statements. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties.

Factors that could cause actual results to differ materially from our expectations are detailed in Wells Fargo's filings with the Securities and Exchange Commission, including the most recent Form 10-K and subsequent filings available on Wells Fargo's website at 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 the earnings materials available on Wells Fargo's website. I would now like to turn the meeting over to Charlie Scharf, Chairman and Chief Executive Officer, who will preside over this meeting.

Charlie Scharf
Chairman and CEO, Wells Fargo

Thank you, operator. I'm Charlie Scharf, Chairman and CEO of Wells Fargo & Company. On behalf of the board and the rest of our senior management team, I welcome everyone to our shareholder meeting. Thank you for joining us. All Director nominees for election are in virtual attendance today at the meeting. It is April 28th, 2026 at 10:02 A.M. Eastern Time, and the polls are now open. Janet McGinnis, our Corporate Secretary, will walk us through a few administrative matters.

Janet McGinnis
Corporate Secretary, Wells Fargo

Thank you, Charlie. If we experience technical issues such as a loss of audio or webcast connection, we ask that you stand by and allow us time to try to resolve the issue and resume the meeting or otherwise provide an update relating to the meeting.

If a technical disruption occurs that prevents us from continuing the meeting and the polls have been opened 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. Our agenda for today is posted under Meeting Materials on the virtual meeting site, and 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.

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 shareholder meeting are the matters set forth in the Notice of Annual Meeting of Shareholders and Proxy Statement dated 18th March 2026 . 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, or 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 resources representatives available to help you. Contact information for each of these groups is included in our rules of conduct. In addition, if we are unable for any reason to answer all your questions during today's meeting, please contact us directly through our investor relations website. Finally, we may group, summarize, and answer together questions from multiple shareholders on the same topic or that are otherwise related.

Charlie Scharf
Chairman and CEO, Wells Fargo

Thank you, Janet. After some brief opening remarks by me, we will proceed to the presentation of business items to be considered at this meeting. Following the 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, I will provide an update on the company, and then we will hold a general question and answer session. 2025 was without a doubt a transformational year for Wells Fargo.

The company achieved key regulatory milestones, including the removal of the asset cap and termination of all outstanding consent orders. Our work on these matters not only helped us satisfy regulatory requirements but also enabled us to operate more effectively and to deliver better results. While this work was critical, during my business update later, I will share some of the reasons that as we look ahead, we are even more excited about the next phase in our company's history. Throughout my tenure, while management focused on rebuilding Wells Fargo into a more resilient and disciplined institution.

The board focused on its own effectiveness as a governing body, recruiting independent directors with a mix of experiences and perspective, holding senior management accountable for performance and for maintaining a culture designed to effectively manage risks and execute on strategy, and working with management to facilitate the board's ability to receive the right information to help it make well-informed decisions. In 2025, to reflect the company's transformation and the board's evolving effectiveness, the board's independent directors appointed me as Chairman of the Board and Steve Black as Lead Independent Director. I would like to thank Steve for his leadership and the board for its confidence in me.

I look forward to continuing to work with Steve and the rest of our independent directors as Wells Fargo navigates its next chapter. I would also like to express my gratitude on behalf of our entire board to our employees. Wells Fargo progress is a huge accomplishment that would not have been possible without their ongoing dedication to our customers and communities. Finally, to our shareholders, your continued investment and confidence in Wells Fargo has also been key, and we are grateful for the trust you have placed in us. Thank you. Janet now will present the items of business to be considered at this shareholder meeting.

Janet McGinnis
Corporate Secretary, Wells Fargo

The first four items on the agenda are management proposals that will be presented on behalf of the company. The next six 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 these proposals. As the Corporate Secretary, I confirm that the notice of the shareholder meeting and the affidavit of the mailing of the notice have been filed as part of the record of this meeting.

We have appointed Jim Raitt as of American Election Services as Inspector of Election, and I now confirm the presence of a quorum. The Inspector of Election has advised me that holders of shares of common stock representing at least 88.81% of the total number of common shares outstanding and entitled to vote are present in person or represented by proxy, which constitutes a quorum.

Charlie Scharf
Chairman and CEO, Wells Fargo

Thank you, Janet. 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. I move for a vote of shareholders on items one through four, which are management proposals, and if properly presented, items five through 10, which are shareholder proposals included in the company's proxy statement.

Janet McGinnis
Corporate Secretary, Wells Fargo

Thanks, Charlie. 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 materials sent to you. At this time, I would like to introduce the Wells Fargo executive officers who will vote the proxies submitted by our shareholders. Derek Flowers, our Chief Risk Officer, and Mike Santomassimo, our Chief Financial Officer. Both are attending virtually today.

If you have 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 the items of business to be considered at this year's shareholder meeting. I will present items one through four, the items being presented by the company. Item one on the agenda is the election of directors. The board has set the number of directors to be elected at 12 and has designated 12 nominees for election. The nominees for director are Steve Black, Mark Chancy, Theodore Craver, Richard Davis, Fabian Garcia, Wayne Hewett, CeCe Morken, Maria Morris, Felicia Norwood, Ron Sargent, Charlie Scharf, and Suzanne Vautrinot.

These individuals have been nominated according to our bylaws, and information about each of them is presented beginning on page six of our 2026 proxy statement. Item number two on the agenda is an advisory resolution to approve executive compensation. The proposal appears beginning on page 45 of the proxy statement. Item three on the agenda is a proposal to amend and restate the company's 2022 long-term incentive plan.

The proposal appears beginning on page 87 of the proxy statement. Item four on the agenda is a proposal to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for 2026. The proposal appears beginning on page 98 of the proxy statement. Corey King and Dave Reavey of KPMG are also in attendance virtually at today's shareholder meeting. As stated in the proxy statement, the board has recommended that shareholders vote for each of the director nominees on, for election under item one and for items two through four. Items five through 10 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 or reflect a misunderstanding of our business that we may or may not address. If a shareholder proponent's statement in support of our 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 forum.

As stated in the proxy statement, the board has recommended that shareholders vote against items five through 10, and more detail on the reasons for the board's recommendations can be found on pages 103 through 120 of the proxy statement. Item five is a proposal from National Legal and Policy Center, a shareholder of the company, requesting the board of directors to adopt a policy for an independent chair. This proposal appears beginning on page 104 of the proxy statement. Paul Chesser, Director of the Corporate Integrity Project for National Legal and Policy Center, the proponent of Item five, has submitted an audio presentation. Operator, please play the audio recording for Item five.

Paul Chesser
Director of the Corporate Integrity Project, National Legal and Policy Center

Item five asks the Board of Directors to adopt a policy requiring the roles of Chairman of the Board and Chief Executive Officer be held by two separate people, and that the Chairman be an independent director. This is a structural governance question. A board exists to supervise management on behalf of shareholders. When the CEO also serves as Chairman, he presides over the very body responsible for evaluating, compensating, and, if necessary, replacing him. That is not oversight. Wells Fargo's own governance standards once recognized this problem. The company's previous policy called for an independent chair before amending it to allow Mr. Scharf to assume the role.

Today, approximately 60% of S&P 500 companies separate the chair and CEO roles, and roughly 40% have an independent chair. Both figures have risen significantly over the past decade. Wells Fargo is moving against the current of S&P 500 companies. Now to the financial record. Mr. Scharf was brought in to remediate a damaged institution, and that task was never simple. But the cleanup itself generated new regulatory penalties on his watch. In September 2021, the Office of the Comptroller of the Currency assessed a $250 million civil money penalty, not for new misconduct, but for failing to satisfy requirements from a 2018 consent order.

In 2024, regulators, including the OCC, identified ongoing deficiencies in the bank's anti-money laundering controls just months before management declared the compliance chapter closed. The Federal Reserve's asset cap remained in place for years into Mr. Scharf's tenure. During those years, JPMorgan Chase grew assets by well over $1 trillion during that period. Wells Fargo stood still. The profitability gap that resulted is real and persistent. JPMorgan Chase posted a return on equity of approximately 18% in 2024, while Wells Fargo's return on common equity stood at approximately 12% for the same period.

Just two weeks ago, Wells Fargo reported its first quarter 2026 results, and while profit rose modestly, revenue missed Wall Street expectations by more than $500 million. Return on equity remained at just 12.2%, confirming that the gap we have documented is not closing. These numbers call for independent scrutiny, the kind that a chair beholden to no one in management is positioned to provide. Instead, shortly after the asset cap was lifted, the board awarded Mr. Scharf a roughly $30 million equity grant and announced its intention to make him Chairman.

Including this one-time award, his reported compensation exceeded $90 million, more than double the figure initially disclosed just weeks earlier. That compensation decision was made by a board that already decided to hand Mr. Scharf the chairmanship, eliminating the very independent oversight that might have applied greater scrutiny to his pay. The social agenda record under Mr. Scharf only deepens the concern. In 2022, The New York Times exposed a widespread practice in which managers were reportedly directed to interview diverse candidates for positions that had already been filled or promised to others.

That scandal ultimately produced an $85 million class action settlement in late 2025. An independent board chair would not eliminate the CEO's authority. What it would do is ensure that someone genuinely accountable to owners instead of management is setting the board's agenda and asking the hard questions. That is what this proposal asks. We urge you to vote for Item five.

Janet McGinnis
Corporate Secretary, Wells Fargo

Item six is a proposal from John Chevedden, a shareholder of the company, requesting that the company replace voting requirements that call for more than a simple majority vote with a simple majority voting standard. This proposal appears beginning on page 107 of the proxy statement, and Mr. Chevedden will now present item number six.

John Chevedden
Shareholder, Wells Fargo

Hello, this is John Chevedden. Proposal six, governed by majority vote, shows request that the board of directors take each step necessary so that each voting requirement in our charter and bylaws that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against proposals or a simple majority. This majority vote proposal six hardly needs a supporting statement. Wells Fargo shareholders already voted 97% in support of this proposal topic in 2024 when Wells Fargo sponsored this proposal topic.

However, under the long ago obsolete Wells Fargo rules, this 97% vote based on for and against votes only translated into a 79% vote based on all Wells Fargo shares outstanding when an 80% vote was required. One would expect that a well-governed company would try again to move the needle from 79% - 80%, but this is not what Wells Fargo did. In addition to not resubmitting this proposal topic, Wells Fargo declared war on the same topic that won 97% support in 2024. Wells Fargo appears to have devoted significant staff hours to a campaign to convince Wells Fargo shareholders that the proposal topic that won their 97% support should be relegated to the dustbin.

This Wells Fargo drive to ignore a 97% Wells Fargo shareholder vote is a good reason to eject Mr. Richard Davis, chair of the Wells Fargo Governance Committee. Mr. Davis is ultimately responsible for the Wells Fargo efforts to convince Wells Fargo shareholders to forever forget the proposal topic that they gave their 97% support to. The 97% approval was higher than the approval for the 2024 Wells Fargo executive pay proposal, and there's no Wells Fargo effort to forget that vote.

Furthermore, under Mr. Davis' leadership, Wells Fargo was not satisfied with a single opposition statement after this proposal. Wells Fargo added a 600-word bad mouth introductory statement at the beginning of the shareholder proposals in the 2026 proxy. Wells Fargo also violated the shareholder proposal Rule 14a-8 by not giving the shareholder proposal sponsors an advance copy of its double-barrel opposition statement. The Wells Fargo conduct in response to this 97% vote is a stain on any claim that Wells Fargo purportedly values genuine shareholder engagement. Please vote yes. Proposal six governed by majority vote.

Janet McGinnis
Corporate Secretary, Wells Fargo

Item seven is a proposal from the Comptroller of the City of New York on behalf of the New York City Employees' Retirement System, New York City Teachers' Retirement System, the New York City Police Pension Fund, and the New York City Board of Education Retirement System, shareholders of the company, requesting disclosure of the company's energy supply ratio. This proposal appears beginning on page 110 of the proxy statement. Jennifer Konovitz, on behalf of the proponent, has submitted an audio presentation. Operator, please play the audio recording for item seven.

Jennifer Konovitz
Shareholder, New York City Pension Funds

Good morning. I'm presenting item seven on behalf of New York City Comptroller Mark Levine and four of the New York City pension funds, which are long-term shareholders of Wells Fargo. We urge shareholders to vote for item seven, disclosure of an energy supply ratio, or ESR, disclosure that reflects how Wells Fargo financing is allocated between low carbon and fossil fuel activities. Wells Fargo is one of the world's largest financers of fossil fuels, yet it has stepped back from its public climate commitments and transparency, importantly discontinuing its sector-specific 2030 interim financed emissions targets and its goal to achieve net zero by 2050.

While Wells Fargo has reiterated its commitment to sustainable finance, the company's material rollbacks and related commitments and disclosure leave investors without the specifics necessary to assess its fossil fuel financing exposure. Major global developments mean that ESR disclosure is now more critical.

As recent weeks have shown, the price of oil and gas is highly volatile, and despite the U.S. policy environment, the energy transition is accelerating globally. More than ever, investors need to know how banks are exposed to fossil fuel versus renewables. Such developments highlight the importance of investor visibility into how the bank is managing its long-term climate-related risks and energy transition opportunities, risks and opportunities the company has previously acknowledged in its own disclosures.

While investors continue to believe that continuing financed emissions reporting is essential, we also believe that a disclosure of a dollar-based ESR metric grounded in internal bank data complements such disclosure, affording investors a clearer view on the bank's role and priorities in the energy transition. This proposal is intentionally not prescriptive. The proposal does not request targets or constrain its financing activities in any way. It leaves the methodology of an ESR entirely at Wells Fargo's discretion, which allows for evolving legal and regulatory requirements and the ability for the bank to develop a methodology relevant to the bank's specific context.

A bank-calculated ESR using internal data rather than third-party estimates like BloombergNEF will enhance its transparency and accountability. Notably, Bloomberg estimates do not include lending and rely solely on public information. We also note that JP Morgan and Citi have published their ESR methodology, confirming that it is feasible and provides a, quote, insightful metric aligned with how it makes financing decisions. Other top 20 fossil fuel financers have also committed to some ESR disclosure. The ESR provides an important perspective on how Wells Fargo is managing the transition risks and opportunities that remain critical to its long-term performance. We urge a vote for item seven. Thank you.

Janet McGinnis
Corporate Secretary, Wells Fargo

Item eight is a proposal from As You Sow on behalf of the Laird Norton Family Foundation, a shareholder of the company, and certain co-filers requesting a report on high-carbon financing litigation risks. The proposal appears beginning on page 113 of the proxy statement. Ms. Mary Zuccarello, on behalf of the proponents, will now present item eight.

Mary Zuccarello
Shareholder, As You Sow

Good morning, Chairman Scharf, members of the board. My name is Mary Zuccarello, and I am speaking in support of Proposal eight on behalf of As You Sow. This proposal asks Wells Fargo to be transparent about its exposure to a growing and material risk, climate related litigation. Climate related litigation is advancing. There are now thousands of climate cases moving through courts globally and in the U.S. targeting high carbon emitters and their financiers. Far from going away, these cases are increasing in number and scope as climate impacts accelerate. Banks are not immune from such lawsuits.

As emitters' legal exposure grows, so does that of the banks that finance them. In 2023, BNP Paribas became the target of the world's first climate lawsuit against a commercial bank for financing high emitting companies. Similar legal theories are being tested in the U.S.

One major driver of the climate litigation trend is the development of climate attribution science. Climate attribution science allows quantification of a company's contribution to specific climate damages. This creates a legal pathway from climate harm to the entities causing that harm. Last year, for the first time, a German court accepted attribution science as valid evidence, finding that a major emitter could be held liable for its share of global emissions. Importantly, climate litigation is largely backward-looking. These cases seek to recover costs for damage caused by historic emissions.

Liability isn't contingent on future behavior, but on what has already been financed. Wells Fargo's recent actions have only increased its exposure to litigation risk. Last year, Wells Fargo dropped its 2030 and 2050 financed emissions reduction targets and did not disclose an alternative strategy to manage climate risk. Very other major U.S. bank maintains emissions reduction targets and produces strategies to mitigate climate risk. Wells Fargo does not, making it the clear outlier. Wells Fargo remains the fifth largest financier of high-carbon activities globally. As Wells Fargo backtracks on climate goals and disclosures, the bank is increasingly vulnerable to litigation.

Investors are concerned. In the absence of disclosure, investors are left without the means to adequately assess the materiality of potential claims against the bank. The bank's current public disclosures do not describe how it identifies, monitors, or manages climate-related litigation exposure. Shareholders are left in the dark. This proposal does not ask Wells Fargo to change how it does business. It simply asks the bank to transparently assess an escalating material risk, the potential for being held legally responsible for its financing of high-carbon activities. Vote yes on Proposal eight. The future of Wells Fargo depends on honest assessment and transparent planning for a future shaped by escalating climate-related risk. Thank you.

Janet McGinnis
Corporate Secretary, Wells Fargo

Item eight is a proposal from American Baptist Home Mission Societies, a shareholder of the company, and certain co-filers requesting a new committee of independent directors to oversee Indigenous Peoples rights. This proposal appears beginning on page 116 of the proxy statement, and Ruthly Cadestin , on behalf of the proponent, has submitted an audio presentation. Operator, please play the audio recording for item eight.

Ruthly Cadestin
Executive Director, Investor Advocates for Social Justice

Good morning, Wells Fargo board and shareholders. My name is Ruthly Cadestin , executive director of Investor Advocates for Social Justice, and I represent the American Baptist Home Mission Societies. I'm here today to move Proposal 9, which requests that the board establish a committee of independent directors to oversee Wells Fargo's management of risks and impacts related to Indigenous Peoples rights across its financing activities. Indigenous Peoples have internationally recognized rights, including free, prior, and informed consent before projects proceeds. Projects linked to Wells Fargo's financing have repeatedly moved forward without that consent.

Wells Fargo has repeatedly received shareholder proposals on Indigenous Peoples rights because the underlying risks of the company have not been resolved. Wells Fargo has provided over $3.86 billion in funding to Enbridge, which is attempting to build the Rio Bravo gas pipeline through the ancestral lands of Carrizo/Comecrudo Tribe of South Texas without their consent and in the face of strong community oppression. The bank has also supported Enbridge highly contested Line three and Line five pipelines affecting Ojibwe tribes and the Bad River Band. Wells Fargo also financed the Dakota Access pipeline, which sparked global protests and significant financial fallout. Banks collectively lost an estimated $4.4 billion from account closures linked to divestment campaigns.

These conflicts highlight a broader risk. Indigenous peoples represent about 6% of the global population, but are involved in more than a third of environmental conflicts worldwide, often tied to industries heavily financed by major banks. Despite these risks, Wells Fargo's governance disclosures do not clearly assign broad level oversight for Indigenous Peoples' rights impacts in its financing portfolio. At the same time, when global investor expectations regarding due diligence on Indigenous Peoples' rights are increasing, Wells Fargo appears to be regressing, with the company replacing its previous standalone Indigenous Peoples' statement with a brief update embedded with its sustainability webpage.

In 2024, Wells Fargo withdrew from the Equator Principles, which required financial institutions to manage environmental and social risks in project financing. Wells Fargo also stands out as a laggard among its peers. Citigroup, JPMorgan Chase both reference International Finance Corporation, IFC, Environmental Social Performance Standard 7, IFC-PS7. While not the highest international standard, it at least includes provisions regarding FPIC and acknowledges financial institutions' responsibility to respect Indigenous Peoples' rights.

In fact, in 2025, JP Morgan further disclosed that it considers FPIC in both project-specific and certain general corporate financing decisions, something Wells Fargo has not stated. Establishing a dedicated committee would strengthen accountability, improve risk management, and allow the board to engage directly with Indigenous Peoples' rights holders and independent experts. This is both a moral and financial issue. Conflict related to Indigenous Peoples' rights can lead to project delay, lawsuits, regulatory scrutiny, reputational damage, and investor backlash. We strongly encourage shareholders to support this resolution and for Wells Fargo to ensure stronger oversight of its impact on Indigenous Peoples' rights. Thank you.

Janet McGinnis
Corporate Secretary, Wells Fargo

Item 10 is a proposal from Ridgeline Research LLC on behalf of American Conservative Values ETF, a shareholder of the company, requesting a report on respecting vendor civil liberties. The proposal appears beginning on page 119 of the proxy statement, and William Flaig, on behalf of the proponent, has submitted an audio presentation. Operator, please play the audio recording for item 10.

William Flaig
Founder and CEO, Ridgeline Research LLC

Good morning, shareholders and board members. My name is William Flaig, founder and CEO of Ridgeline Research LLC, the investment advisor to the American Conservative Values ETF, ticker symbol ACVF. Speaking on behalf of its shareholders, I'm here to present proposal number 10, requesting a report on how Wells Fargo's requirements for vendors, suppliers, and contractors may create legal, reputational, or operational risks related to discrimination. This proposal is fundamentally about protecting shareholder value. Wells Fargo is one of the largest companies in the country and works with thousands of vendors and strategic partners.

In today's environment, companies face increasing scrutiny over whether their contracting practices impose demographic-based requirements or compelled participation in diversity, equity, and inclusion programs. These practices have become legally risky. Recent federal court decisions, including American Alliance for Equal Rights versus Fearless Fund, have held that race-based contracting violates civil rights. Additional rulings and regulatory changes have further narrowed the permissible scope of DEI requirements. As a result, many companies are scaling back or eliminating these programs due to legal exposure and public controversy.

The 2025 Viewpoint Diversity Score found that 51% of major tech and finance companies, including Wells Fargo, maintain public policies that could require vendors to adopt DEI practices. This places Wells Fargo in a high-risk environment where unclear expectations could lead to accusations of discrimination or costly litigation. Management's opposition statement asserts that Wells Fargo does not impose demographic-based requirements on suppliers and therefore a report is unnecessary. This response does not address whether existing policies, public statements, or contracting frameworks could be interpreted as requiring DEI participation or whether vendors perceive such expectations.

A focused evaluation would clarify these issues, reduce legal uncertainty, and provide shareholders meaningful assurance that Wells Fargo's practices align with current law and long-term risk management. This is a reasonable request that increases transparency and reduces shareholder risk. For these reasons, I urge your support for proposal number 10. Thank you.

Janet McGinnis
Corporate Secretary, Wells Fargo

As stated in the proxy statement, the board has recommended that shareholders vote against items five through ten. Over to you, Charlie.

Charlie Scharf
Chairman and CEO, Wells Fargo

Thanks, Janet. That concludes the presentation of the company and the shareholder proposals. Steve and I will now respond to questions on these 10 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, Charlie. There are approximately 138 shareholders and approximately 162 guests in attendance in today's meeting. I will now begin the question and answer session on the proposals. Our first question is, Wells Fargo is one of the largest global financiers of carbon-intensive companies, yet last year retracted its 2030 and 2050 financed emissions reduction targets. How is Wells Fargo mitigating the risks of climate-related litigation without adequately addressing the carbon impact on its financing?

Charlie Scharf
Chairman and CEO, Wells Fargo

Sure. Our risk management capabilities integrate sustainability-related considerations. We have policies and procedures that also consider and incorporate, where necessary, complex and changing legal and regulatory requirements related to sustainability matters. Our existing public disclosures describe our own operational sustainability efforts, as well as our client-centric sustainability approach. I'd say more generally, we evaluate litigation risks across the company in the ordinary course of business. For this, for perspectives on this proposal, I'd refer you back to the proxy statement.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you, Charlie. There are no other questions on the proposals.

Charlie Scharf
Chairman and CEO, Wells Fargo

Thank you, John. This concludes the question and answer period for the business items presented for consideration at the shareholder meeting. I now declare the polls closed for the items of business for the shareholder meeting on April 28th, 2026 at 10:37 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 items presented at this meeting. Janet, please read the results.

Janet McGinnis
Corporate Secretary, Wells Fargo

For item number one, the inspector's preliminary report indicates that each of the nominees received more than 93.9% of votes cast in favor of his or her election and has been elected to the board. Item number two, 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 proposal. Item three, the proposal to amend and restate the company's 2022 long-term incentive plan received a majority of votes cast in favor of this proposal. Item four, the ratification of KPMG as the company's auditors for 2026 received majority support of the shares present in person or by proxy and entitled to vote on the proposal.

The inspector's preliminary report also indicates that the following shareholder proposals did not receive majority support of the shares present in person or by proxy and entitled to vote on the proposals. Item number five, the request for the board of directors to adopt a policy for an independent chair. Item number six, the proposal to govern by majority vote. Item seven, the energy supply ratio request. Item eight, the report on high-carbon financing litigation risks. Item nine, the board committee on Indigenous Peoples' rights request. Item number 10, the report on respecting vendor civil liberties. The company will report the final voting results on a Form 8-K that will be filed with the SEC.

Charlie Scharf
Chairman and CEO, Wells Fargo

Thank you, Janet. This concludes the business portion of the shareholder meeting, and I declare that the formal portion of the meeting is now adjourned. On behalf of the board of directors and management of the company, I want to thank you for participating in the meeting. Now I will provide an update on the company. Thank you to all the shareholders joining us today. 2025 marked a year of important achievement, strategic advancement, and renewed momentum at Wells Fargo. Since 2019, the management team has led a transformation of our company. In June, we achieved a critical milestone, the Federal Reserve's lifting of the asset cap, a restriction that had constrained our growth since 2018.

The Federal Reserve's decision validated the exhausted efforts of more than 200,000 people here at Wells Fargo who helped rebuild a more resilient and disciplined institution focused on serving our customers and delivering sustainable value to you. In 2025, we also closed seven consent orders, and our final outstanding consent order was closed earlier this year, bringing the total to 14 closed since 2019. Beyond our risk and control work, we have reached other key milestones. We substantially completed our efforts to refocus and simplify the company by exiting or selling 12 businesses, with the last sale closing January 1st, 2026.

We achieved the goal we set after the fourth quarter of 2020 to increase our return on tangible common equity from 8%- 5% by increasing efficiency, managing capital effectively, and increasing the level of investments to support growth. These results are part of our consistent strategy to simplify the company, strengthen our risk and control framework, improve returns, and invest to position the company to grow. In 2025, we experienced solid growth in all our core businesses, and we believe that we can deliver even stronger results. We continue to have convic

tion that each of our businesses are positioned to achieve best-in-class returns and growth. Let me start with our 2025 financial performance. For the full year, Wells Fargo reported net income of $21.3 billion, up 8% from 2024. This translated into diluted earnings per share of $6.26, up 17%. Our return on tangible common equity rose to 14.6% from 13.4%. Total revenue reached $83.7 billion, a 2% increase driven by a combination of stable net interest income and 5% growth in non-interest income. As a reminder, we operated for the first half of the year with an asset cap, which limited our ability to grow deposits, loans, and other assets

that could produce additional income. We continued to demonstrate our ongoing commitment to expense discipline. Non-interest expense totaled $54.8 billion, almost flat compared with the prior year. We increased investments in technology and business resources and offset most of these increases with efficiency gains. Across all segments, credit quality remained strong. The provision for credit losses declined to $3.7 billion from $4.3 billion. Charge-off levels were below what we would expect to see on an average over economic cycles, and early indicators of credit performance remained strong.

Average loans grew 5% to $955.8 billion, driven by growth in commercial lending, auto, and credit card. Average deposits increased 2% to $1.4 trillion, supported by growth in both our commercial and consumer businesses. Since the lifting of the asset cap, we've been growing our balance sheet, including in our markets business, with year-end assets up 11% from a year ago. Our balance sheet and capital positions remain strong, and we continue to return a significant amount of capital to shareholders. In 2025, we returned $23 billion to shareholders through common stock dividends and repurchases. Our common stock dividend increased by 13% to $0.45 per share in the third quarter.

Over the past five years, we've reduced shares outstanding by 25%. Let me turn to performance of each of our businesses, starting with consumer banking and lending. Credit card revenue grew 8%, supported by higher average loan balances and purchase volumes. We opened nearly 3 million new credit card accounts in 2025, up 21% from a year ago, with balances up 6%, and we're beginning to see earlier vintages of our new products contributing to profitability. Auto lending originations increased to over $30 billion, which with average loans up 13%. These results benefited from becoming the preferred financing partner in the U.S. for Volkswagen and Audi.

As a reminder, we changed our strategy at Home Lending and now focus on multi-product bank and wealth relationships. As a result, we've been reducing home loans and mortgage servicing assets, driving lower revenue in 2025. We think this results in a better return over the cycle given the risks. We continue to aggressively update our brand system, completing refurbishments of 700 branches in 2025. We invested in bankers, marketing, and branch upgrades to enhance the in-person experience while growing our digital footprint. Mobile active customers grew to 32.8 million, which was an increase of 1.4 million in 2025. 50% of consumer checking accounts are now opened digitally.

Recognizing the untapped potential of our 8 million affluent clients, we rolled out enhanced premier benefits in 2025. This, combined with increasing licensed bankers and branch-based financial advisors by 12%, helped build momentum with premier deposit and investment balances up 14%. Opportunities for organic growth in CBL are significant. With the asset cap and multiple consent orders lifted, we can now grow deposits more aggressively than we've been able to in the past. Our consumer brand remains strong. We are investing heavily in technology for our customers, and we have a broad range of products and services that few can compete with.

Turning to commercial banking. While we have strong share in many important markets across the country, we are underrepresented in several large and important markets. To bridge this gap, we hired 185 coverage bankers over the last two years, with over 60% of these joining the firm in 2025. We've targeted 20 high-density markets and key verticals like technology, healthcare, and financial sponsors for growth where we're under-penetrated or where there's further growth opportunity. We are encouraged by the early success of our new hires, driving higher new client acquisition and loan and deposit growth.

We've expanded CIB coverage to CB clients, where we already have an existing relationship and provide credit or cash management services. We have seen great progress with more than 25% growth in investment banking and market fees from commercial banking clients in 2025. To better serve our commercial banking clients, we've established a partnership with Centerbridge Partners in 2023 called Overland Advantage to offer private credit solutions. Results have been strong as we've helped raise approximately $7 billion in financing since 2024.

These capabilities allow us to earn high return, fee-based revenue while strengthening client relationships by providing comprehensive capital solutions. Moving to corporate investment banking. We are focused on serving the many customers we currently bank more completely by providing a broader set of capital and advisory solutions. We are a significant lender and cash management provider to much of the Fortune 500 already. We have long-term relationships, understand the credits, and can do more for them. We continue to invest in people and technology and dedicate more of our balance sheet to these activities.

While we still have many more opportunities, we've made great progress. In 2025, we played a leading role in four of the 10 largest M&A transactions, including the two largest. Our equity franchise also advanced significantly, reflected in a 117 basis points increase in IPO market share. In 2025, we were the number one acquisition financing bank in the U.S., supporting one out of every three deals. We've also been expanding our trading capabilities. Trading activities benefited from increased client flows and volatility in interest rates and commodities. With the asset cap lifted, we increased trading-related assets by 50% to support customer flows and financing, which should lead to more business over time.

Our commercial real estate business remains a strength of Wells Fargo. Origination activity is robust despite a highly active and competitive market. We maintained our number one position in U.S. CMBS issuance and real estate loan syndications. We remain focused on maintaining a consistent culture and doing high-quality business with high-quality clients and a consistent risk mindset. Finally, in our wealth and investment management business, we enhanced our advisory offerings, launching new digital wealth tools to enhance productivity and ease of doing business, and expanding our family office services for ultra-high-net-worth clients.

We have continued momentum with total financial advisors, hires increasing and attrition declining. We are deepening our focus on holistic client relationships by expanding our banking solutions. In parallel, we have scaled our alternative investment capabilities, enabling advisors to deliver differentiated solutions while strengthening our ability to attract and retain larger advisory teams. We are differentiated by our multi-channel strategy, where we have traditional financial advisors, bank-based financial advisors, an independent advisor channel, and direct offering to consumers.

Having the bank channel in addition to the traditional financial advisor gives us more access to affluent individuals than standalone wealth managers. Being able to offer an independent advisor channel with access to our platform and capabilities puts us in a position to attract more advisors and the clients they serve. We are investing across all channels to satisfy the desires of our advisors and our clients. Let me spend a few minutes talking about the changes in banking. There's more change and more competition than ever in our business. In addition to competing with traditional financial institutions, we compete with fintechs and others from different industries.

Technology has changed how businesses operate, who can participate, and what business models look like. We are reacting by engaging with third parties and by accelerating the use of new tools to build our own capabilities. Payments is one such place where significant competition has emerged. We believe being the primary provider of payments for our clients remains critical for building a broader relationship. In our wholesale businesses, we accelerated investments in digital payment solutions. We're working closely with Early Warning Services to support the rollout and expansion of Paze, an online checkout solution.

We continue to have success in building Zelle payment volumes, with our volume from our customers exceeding $336 billion, up 22% versus 2024. We are also working with others in the industry on stablecoins and tokenization. Through our collaboration with Early Warning Services, we are actively involved in developing a stablecoin aimed at facilitating efficient, low-cost payments for retail and cross-border transactions. Beyond stablecoins, we expanded our tokenization efforts, including deposits and other pilots for tokenizing real-world assets such as bonds and treasuries, which streamline trading and reduce settlement times. Moving on to AI. AI may be the most impactful development we will witness in our lifetime, and we continue to think broadly about the implications for Wells Fargo.

While we've been using AI within the company for years, AI should revolutionize how we handle both simple and complex tasks, allowing employees to focus on more high-value client tasks while boosting productivity. Throughout 2025, we've been building platforms and deploying GenAI tools broadly across the company, including agentic AI solutions, and we see great opportunities to improve quality and efficiency. More difficult, but equally important, is understanding the impact AI will have on our clients and broader markets and developing points of views regarding how it will change services and products we provide.

GenAI will impact certain businesses and models, presenting both disruptive risks and the need for significant investment to remain competitive. Being in the risk-taking business requires us to constantly make judgments regarding the future success and financial strength of our clients. We are using the expertise and information we have in our different businesses to be well-positioned to make risk decisions going forward. GenAI will have an impact on our own business model. AI-driven financial agents will enable institutions and clients to develop better and more timely recommendations across a wide range of activities and at scale.

Developing these agents and integrating them into how we serve clients will be essential, and we have the resources necessary to build them. The depth and breadth of what we do for our clients is a competitive advantage for us and provides a powerful platform for delivering these innovations. The extensive data available to us enhances our ability to build sophisticated solutions. Looking ahead to 2026, we see abundant opportunities to build on our momentum. We are cautiously optimistic about the economic environment. We believe we should be able to grow faster than the market over time, reinvigorating the business after past constraints and increasing market share in a profitable way.

This is a multi-year goal. We are seeing progress in our early results. Let me close by expressing my deepest gratitude to our dedicated team of more than 200,000 employees worldwide, our loyal customers, and you, our valued shareholders, for your continued trust and support. 2025 was a year of delivery and progress, positioning Wells Fargo as a stronger, more agile institution. Our financial strength, strategic execution, and commitment to stakeholders set the stage for continued success in 2026. I'm excited about our momentum and look forward to building on our success from a position of strength.

Thank you all for attending today's meeting and for your continued interest and support of Wells Fargo. I'd now like to open the call to general questions- and- answers.

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 related to artificial intelligence. How are you planning to integrate generative AI into customer service and risk management to match the efficiency gains seen by peers?

Charlie Scharf
Chairman and CEO, Wells Fargo

That's a great question, one we're obviously spending a lot of time on these days. I think first of all, I'm going to start by saying, I think we're keeping a pace with what our competitors are doing as we're all focused on using AI to help our people, and in our case, especially our bankers, be more productive, especially when we're working on improving customer service and removing a lot of the manual tasks that we have embedded across the company. I would say that we're most focused on what we define as the highest impact use cases, and that's where we put the most resources.

I feel like we've made really good progress and we're cautiously exploring a broad range of places where AI could be helpful. We do believe that AI can help empower our employees to actually make more customized and informed decisions for the benefit of our customers. It should solve simple issues and free up time for people who work here to address the more complicated tasks that exist inside the company. Whether it's, you know, we're looking across compliance, legal call centers, pitch books in investment banking, credit memos in commercial banking, we're not necessarily looking to replace humans.

You know, the tools that are now available to us allow us to create an opportunity to do things that are significantly different. We're going to be careful about doing things in a way that we think are responsible. We're trying to be very thoughtful about what it means regarding retraining our workforce. I would say we're moving with real urgency around this. The pace of change is real, but we're also being very considerate about the appropriate risk management and human oversight along the way.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you, Charlie. The next question is about growth opportunities. What areas are showing the most growth now that the asset cap has been lifted, and what areas do you expect to be the biggest drivers of future revenue growth?

Charlie Scharf
Chairman and CEO, Wells Fargo

Sure. As you rightfully mentioned, and I mentioned before, the lifting of the asset cap was really significant for the company. Since the lifting of the asset cap, we've begun to grow the balance sheet. Our assets are up 11% year-over-year. When you look at where it's coming from, it's pretty broad-based loan growth. It's higher trading assets to support our markets business, and it's higher deposit balances across both our commercial and our consumer businesses.

As I said earlier, the asset cap allows us now to compete on a level playing field for the first time in years across all of our businesses. Allows us to fully use our core banking capabilities to lend, take deposits, serve customers that we were previously constrained to do. As we said before, this should happen over time. We should see it across a broad base of businesses inside the company. I just guess lastly say that we're doing this in a way which we think is controlled and well within the same risk tolerances that we've run the company in the past.

John Campbell
Head of Investor Relations, Wells Fargo

The next question is related to efficiency. What is being done to reduce higher operating costs?

Charlie Scharf
Chairman and CEO, Wells Fargo

Increasing efficiency, you know, we focus mostly when we talk about efficiency, first of all, on wasteful spending, but also figuring out how we're gonna conduct the same task in a more efficient way, as something fundamental that we need to continue to do and has been an increasingly important part of, you know, what has driven the improved returns since we've joined the company. Since 2019, we've reduced expenses by approximately $15 billion. At the same time, we've also increased investments in technology in our businesses by more than $15 billion, inclusive of the spend that we've increased largely related to the risk and control work.

You know, together with the operating losses, which are lower, these items have resulted in total expenses declining by $3.3 billion versus where they started in 2019 when the new management team got here. This is a significant reallocation of resources that's allowed us to invest in our infrastructure, focus on areas of growth. We're going to continue to do more of the same across the company, which is focus on where we can become more efficient, eliminate spending which doesn't actually increase efficiency or help grow the company. Also ask where we need to invest more to, you know, bolster the franchise. You know, this is an ongoing effort that we continue to be focused on.

John Campbell
Head of Investor Relations, Wells Fargo

The next question is about the U.S. economy. I keep seeing articles on how bad the economy is. However, the government data keeps saying how good things are. Wells Fargo has a lot of data on consumers. What story is correct?

Charlie Scharf
Chairman and CEO, Wells Fargo

Sure. I guess, you know, of, you know, what we talk about what we're seeing with our consumers. You know, I'll start with, I think what not just we've said, but a lot of the other big banks have said, which is the economy has been incredibly resilient, and consumers generally have been incredibly resilient, even though there's a, you know, significant amount of risks that are out there. Inflation continues to be something that people perceive as a risk, and lots of conversations exist both because of the increases that we've seen in price, but also the question of how long inflation will continue to be a risk, and for how long it will remain elevated.

Consumers entered the year in a strong financial position, and we continue to see that strength. Individuals with greater financial resources do make a more substantial contribution to economic growth, while those with fewer resources, face ongoing challenges. Overall, consumers continue to spend more year-over-year. Deposit investment balances are growing. Delinquencies and losses continue to improve in our loan portfolio. When we, you know, when we look at what we see, in our business, our consumers, who are customers overall are doing well, but it's not every consumer. There are certainly risks that are still out there.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you. The next questions, we have two questions on private credit. The first one is, I have read articles of the problem with private credit markets. How would that affect Wells Fargo? The second one being, are there any concerns regarding Wells Fargo's exposure to private direct lending, given concerns in the current economic environment?

Charlie Scharf
Chairman and CEO, Wells Fargo

Sure. First of all, let me start, you know, with by saying, you know, as we look at the private credit markets, we don't, we don't see, you know, broad problems across the private credit universe. We think broadly about what we're seeing in terms of credit itself. As I just said, what we see is overall credit continues to be strong, but there are certainly pockets, as there always are, of weaknesses, and some of that exists in the bank market, some of that exists in the private credit market. You know, most of what you're hearing today, is questioning, you know, what exists inside of a market that hasn't been through a broad-based series of cycles, and people are nervous about what's going on.

That will evolve, you know, over a period of time. Relative to our exposure, as with any large portfolio where we extend credit, there are inherent risks. We're comfortable with the exposures that we have. We look at the profile of our borrowers, the diversity of our collateral, historical loss experience, our underwriting practices, lending structures, all the things that you would expect a bank to do, and continue to be comfortable with what we're doing. I would just refer you back to the earnings call several weeks ago, where we provided more detail on our exposures and why we're comfortable with those exposures that we have.

John Campbell
Head of Investor Relations, Wells Fargo

The next question is related to the workforce. As Wells Fargo continues to invest in automation and artificial intelligence to drive efficiency, how is management assessing the long-term workforce required to operate the company without losing critical institutional knowledge and domain expertise? Specifically, how does the firm balance headcount efficiency with the need to retain non-revenue generating roles that are essential to risk management, operations, and client experience?

Charlie Scharf
Chairman and CEO, Wells Fargo

Yeah. Listen, I think that's a great question. I guess I would start with the, you know, that when you look at what we've been doing with our expense base since we got here, this is something that we've been focused on for, like, you know, five or six years at this point. You know, as we go through and work on figuring out where we can become more efficient and do things better for people who work here as well as for our customers, we are very, very focused on making sure that we do retain the knowledge that exists, whether, you know, it's folks in risk management operations, those that know clients, any of the things that were mentioned.

We have processes in place before we take any actions to ask the question about, are we doing everything we can to preserve the knowledge and protect the risk management infrastructure of the company. I would say more broadly as it relates to just this, you know, rapid technological advancements that, you know, that we're seeing, we're working very hard to, you know, help people inside the company learn how to use these tools, learn what's available, provide educational opportunities on what AI can do for them.

We also are focused on trying to get ahead of this and if there are opportunities to use AI to become more efficient, how can we retrain our workforce and continue to provide opportunities for those that either have knowledge that we don't want to lose, or those who just want to continue working at the company and make sure that we can provide opportunities for people as the company changes.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you, Charlie. The next question is related to Zelle. What is being done to reduce fraud related to Zelle?

Charlie Scharf
Chairman and CEO, Wells Fargo

Sure. I think, for those that hopefully that are using Zelle, through our applications, we're working to raise the awareness of fraud and scams that exist. We work to provide education, so that we can make people as aware as possible, and not get themselves into a position where they're susceptible to these types of risks. These involve efforts around our online and mobile banking sessions, emails to customers, posts on social media to share fraud protection tips, and advice to help customers stay safe. Zelle reimburses customers for instances of fraud as required under the Electronic Funds Transfer Act and Regulation E.

Zelle also goes, you know, above and beyond what is required by law and reverses, reimburses customers for certain types of scams where the customer authorized transactions. Here at Wells, we take those really seriously.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you. The next question is related to proxy advisors. In the last 12 months, much attention has been paid to the outsized influence in the hands of proxy advisor firms, Glass Lewis and ISS. What is management's assessment of this, and does Wells Fargo support legislation to rein in this influence?

Charlie Scharf
Chairman and CEO, Wells Fargo

Sure. I guess I'd, you know, I'd widen the perspective here and just say that, you know, those that own shares or those that have a fiduciary responsibility, you know, we believe should put themselves in a position to become as educated as they can with whatever tools are available out there. That they ultimately should be responsible and make the decision on how they vote on different proposals. That shouldn't be outsourced to anyone at all. I think for us, you know, we engage in public policies across a wide range of issues that impact our business. I think this is an important one.

You know, to the extent that, you know, this administration or another administration or lawmakers are willing to do things to encourage or require fiduciaries to have more responsibility in making their own determinations, that's something that we would be supportive of.

John Campbell
Head of Investor Relations, Wells Fargo

Great. Thank you. Our next question is about community support. I want to acknowledge Wells Fargo's continued efforts to do the right thing for customers and shareholders, and the progress the company has made in rebuilding trust and demonstrating accountability. As Wells Fargo looks ahead, how does the board plan to continue advancing the company's social responsibility by increasing support for nonprofit organizations and the community-based institutions that help strengthen neighborhoods and expand opportunity?

Charlie Scharf
Chairman and CEO, Wells Fargo

Well, thank you, first of all, for acknowledging our efforts to do the right thing and, you know, help consumers and shareholders and, you know, be very active locally. I would say that, you know, this is a commitment that has existed at Wells Fargo for a long period of time, and it's a commitment, you know, that we continue to support, which is all about supporting the local communities in which we operate and are invested in, and that's going to remain a key priority. We, I think as, you know, as the question implies, we have been significantly invested in initiatives that promote financial resilience, housing affordability, small business growth.

We're focused on what we call our Banking Inclusion Initiative, where we're working to bring more people into the financial system. We've established inside centers and select branches, which provides free financial coaching to underbanked communities. I was just out in San Diego last week opening one. We have plans to expand to 50 centers by the end of the year. We've done a lot in housing, awarding grants through the Housing Affordability Breakthrough Challenge to support solutions for affordable homes. You know, this combined with, you know, I think we gave away nearly $280 million in donations to about 1,800 not-for-profits.

It's an important part of, you know, what our culture is and what we do as a community, and it's our intention to continue to be as supportive as we have been of those communities.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you. The next topic is executive compensation. Why do we give shares to executives and directors?

Charlie Scharf
Chairman and CEO, Wells Fargo

Sure. Listen, I think I'm gonna start with, you know, just the basic premise that we want, you know, our executives and our board to be aligned with shareholders, and there's no better way to do that than to ensure, you know, that they receive equity as part of their compensation. I would just point out that our executive compensation programs are overseen by the HRC. They're guided by principles that we have of paying for performance, promoting effective risk management, attracting and retaining talent. All of those things help drive performance of the company, which are reflected ultimately in the stock price of the company, and equity compensation, we think, is very much aligned with those principles.

John Campbell
Head of Investor Relations, Wells Fargo

We have two questions that I believe relate to the board's Human Resources Committee and the consideration of executive compensation. The first one is, when the committee considers downward discretion or recoupment, what evidence do you believe is essential to ensure those decisions are fair, defensible, and supportable to regulators and shareholders? The second question is, QC control testing should be enhanced to continue helping Wells Fargo regulatory compliance. Would you agree that visibility into that independent evaluation is what allows this committee to act with confidence when discretion is required?

Steve Black
Lead Independent Director, Wells Fargo

Thanks, John. The HRC determines each of the non-executive officers' variable or named executive officers, excuse me, variable compensation through a comprehensive, qualitative, and quantitative performance evaluation, assessed against financial and non-financial goals. The HRC also considers scope or role, competitive market comparables, and input from our independent compensation consultants. The HRC retains full discretion to reduce compensation outcomes in response to instances of underperformance, risk management failures, or other circumstances where such action is warranted, and the committee has exercised this negative discretion in the past.

Under the clawback and forfeiture policy, committee has full authority and sole discretion to make determinations regarding the amount and method to recoup. The board's performance evaluation and executive compensation determination are also described in more detail in our proxy statement.

John Campbell
Head of Investor Relations, Wells Fargo

Thanks, Steve. The next question is, how does the board assess alignment between executive pay outcomes and the lived compensation experience of the broader workforce?

Steve Black
Lead Independent Director, Wells Fargo

Look, we always strive to provide fair and competitive compensation to all of our employees. The word competitive means that we recognize that we live in a competitive world and need to be very conscious of what that means based on geography and jobs and performance. With respect to executive compensation, the HRC oversees our program designed to pay for performance, promote effective risk management, and attract and retain talent. Executive compensation is based on HRC's evaluation of the company and individual performance and considering market pay levels for comparable roles within our labor market peer group, particularly the G-SIBs.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you. The next question is related to the board's leadership. Would Wells Fargo consider offering shareholders the option to ratify the lead director recommended by the board as an additional voting item in future shareholder meetings?

Steve Black
Lead Independent Director, Wells Fargo

I would say that maintaining flexibility in determining the most effective leadership structure is essential for the board to best serve the company and shareholders. The board remains committed to strong independent oversight with the well-defined lead independent director role, and we continue to hold senior management accountable for implementing our strategic plan and risk tolerance. Following the decision to combine the CEO chair roles and appoint me as lead independent director, the company engaged with a broad set of shareholders.

Shareholders generally appreciated the board's evaluation of our leadership structure, with many sharing the view that the board is best positioned to determine the structure that most appropriately serves the company and our shareholders at any given time. The board's governance and nominating committee continues to periodically evaluate the board's leadership structure to best serve the interests of the company and our shareholders at any given time.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you, Steve . We have two questions about board diversity. The first one is, why isn't the board of directors represented by a more diverse group? The second question is there a plan to ensure all views are represented on the board now that diversity and inclusion are no longer a mandate?

Charlie Scharf
Chairman and CEO, Wells Fargo

Sure. Thanks for the questions. I would say, you know, we certainly value having a wide range of perspectives and a mix of backgrounds represented on the board and its committees. I think when you look at the composition of the board, you do see that. Specifically in the last four years, there have been four new independent director nominees to the board. 50% of them are diverse. The boards, our GNC committee, the governance and nominating committee, regularly reviews the composition. They look at skills, experience, and absolutely consider a diverse set of perspectives as an important consideration for the board to have as a whole.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you. We have two questions related to human rights. The first question is, Wells Fargo has a concerning record of discriminatory practices that violate basic human rights, whether it's through racist mortgage lending patterns that favor white borrowers over borrowers of color, or its financing of companies like Enbridge that repeatedly violate Indigenous Peoples' rights. Will the company remediate these and other past instances of harm? How is Wells Fargo preventing future discrimination and rights violations? The second question is, does Wells Fargo consider Indigenous Peoples' right to FPIC in general corporate financing decisions? If so, how? If not, will Wells Fargo consider doing this?

Charlie Scharf
Chairman and CEO, Wells Fargo

Our indigenous people statement articulates our respect for the rights of indigenous people, as well as our approach to responsible financing. Our human rights statement articulates our respect for human rights in our operations and through our business relationships, including our respect for the rights of indigenous people in conducting our business activities. We intend to pursue business opportunities informed by appropriate assessment, applying risk management principles throughout our decision-making process.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you. Our next question is related to interest rates. What is Wells Fargo's outlook on interest rates for 2026? How many rate cuts have you modeled for as part of your most likely rate environment net interest margin forecast?

Charlie Scharf
Chairman and CEO, Wells Fargo

Sure. In terms of interest rates, our outlook assumes two to three rate cuts by the Federal Reserve. The market currently expects fewer rate cuts. One of the things that we did say on the earnings call a couple of weeks ago is all else being equal, is a positive for NII, excluding markets. However, interest rate expectations are constantly changing. If the rate cuts we assumed were expected to occur later in the year, and if we get fewer rate cuts, it would be beneficial, but would only have a modest impact on this year's net interest income expectations. Also long-term rates are currently a little bit above the expectation at the beginning of the year, but have been volatile.

There could be a small positive if rates remain elevated. But the message that we gave is that there's still a lot of uncertainty in terms of, you know, the future level of rates. We just wanna be, you know, careful about changing any of our assumptions this early in the year.

John Campbell
Head of Investor Relations, Wells Fargo

The next question is related to AI. As AI capabilities expand, what commitments has the CEO made to employee upskilling and career mobility to reduce displacement risk and protect institutional knowledge?

Charlie Scharf
Chairman and CEO, Wells Fargo

Sure. You know, I talked, I talked about a bunch of those, the items and the way we think about these things earlier. Just to be clear, upskilling is critical. We want our people to be able to use AI with confidence. We're investing, as I said, in firm-wide training, business-specific learning. We have peer-to-peer support through AI champion roles that we have established across the company. We've developed an internal platform which gives employees access to tools from other technology providers and gives access to multiple models or large language models.

The platform provides access to both public and private data in a very secure and controlled environment where people here can build and eventually deploy custom Gen AI solutions and agents. We currently have about 25,000 users, and we'll be continuing to add users throughout the year. We'll continue to work on making sure that we have the upskilling programs in place necessary to provide people opportunities.

John Campbell
Head of Investor Relations, Wells Fargo

The final topic is on sustainability. We have two questions. Can you speak more to the company's plans for financing a growing amount of American energy? The second question is, how does Wells Fargo plan to reduce its physical, financial, and legal risk exposure from climate impacts and protect its investors from the long-term effects of stranded assets, financial shocks, litigation risk, and dangers to the overall economy from climate change?

Charlie Scharf
Chairman and CEO, Wells Fargo

Yeah, we talked about that a little bit too, earlier in the meeting. I would just say, listen, that, you know, we seek to meet the needs of, you know, customers and clients in the communities, whether they're seeking to pursue their own sustainability goals, making their businesses more resilient, or doing what they think is necessary to provide, you know, energy both to this country and more broadly. We consider climate change to be a risk driver with our existing risk management framework. This means that climate risks with the potential to impact any of our risk types are managed and governed through our existing risk management processes.

We think about both the business opportunity, but we also think about any risks that are posed, that's part of our business considerations.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you, Charlie. There are no additional questions.

Charlie Scharf
Chairman and CEO, Wells Fargo

Thank you, John. This concludes our general question- and- answer session. On behalf of the board of directors and management of the company, I want to thank you again for joining us today. We appreciate the feedback we've received on the 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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