WELLS FARGO (WFC)
Sector: Financials
2026 Annual Meeting Analysis
WELLS FARGO · Meeting: April 28, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of 12 Director Nominees
Director since April 2020; WFC's 3-year TSR of +133.7% outperforms the peer group median by +5.0pp, well below the 65pp threshold required to trigger a no vote under the strong-positive-TSR tier; no overboarding, attendance, or independence concerns.
Director since August 2020; TSR trigger does not apply (3-year gap vs. peer median is +5.0pp, far below the 65pp threshold); no overboarding, attendance, or independence concerns.
Director since January 2018; TSR trigger does not apply; serves on Duke Energy board as Independent Chair but holds two total public-company seats (WFC and Duke Energy), well within the four-seat limit; no independence or attendance concerns.
Director since April 2022; TSR trigger does not apply; holds seats at Mastercard and Dow Inc. in addition to WFC (three total public-company seats), within the four-seat limit; no independence or attendance concerns.
Director since April 2024; joined fewer than 24 months before the meeting date and is therefore exempt from the TSR trigger under the new-director exemption; no overboarding or independence concerns.
Director since January 2019; TSR trigger does not apply; holds seats at The Home Depot, UPS, and Resolute Holdings in addition to WFC (four total public-company seats), which is at the policy limit but not in excess of it; no independence or attendance concerns.
Director since April 2022; TSR trigger does not apply; holds one additional public-company board seat at Genpact (two total), within the four-seat limit; no independence or attendance concerns.
Director since January 2018; TSR trigger does not apply; holds seats at S&P Global and Allstate in addition to WFC (three total public-company seats), within the four-seat limit; no independence or attendance concerns.
Director since April 2022; TSR trigger does not apply; holds no other listed public-company board seats; no independence or attendance concerns.
Director since February 2017; TSR trigger does not apply; holds seats at Five Below and Kroger in addition to WFC (three total public-company seats), within the four-seat limit; no independence or attendance concerns.
CEO and director since October 2019; as a sitting CEO he may hold up to two outside public-company board seats and holds one (Microsoft), within the limit; TSR trigger does not apply (3-year gap vs. peer median is +5.0pp, well below the 65pp strong-positive threshold); vote on director election is independent of the Say on Pay analysis.
Director since February 2015; TSR trigger does not apply; holds seats at CSX, Ecolab, and Parsons in addition to WFC (four total public-company seats), which is at the policy limit but not in excess of it; no independence or attendance concerns.
All 12 director nominees receive a FOR vote. WFC's 3-year total shareholder return of +133.7% outperforms the compensation peer group median by +5.0 percentage points, which is well below the 65-percentage-point underperformance threshold required to trigger votes against directors under the strong-positive-TSR tier. No nominee is overboarded, all independent nominees are properly classified as independent, board attendance averaged over 98% in 2025, and no familial or other disqualifying relationships were identified.
Say on Pay
✗ AGAINSTCEO
Charles W. Scharf
Total Comp
$94,522,642
Prior Support
92.4%%
The proxy discloses total CEO compensation of $94,522,642 for 2025, which includes a $40 million annual pay package plus a special one-time equity award of approximately $60 million granted following the removal of the asset cap — a single large award that covers multiple future years and was reported all at once. Even setting aside the special award, the $40 million annual package for a large-cap U.S. bank CEO is elevated relative to typical benchmarks for the sector and market cap band, and the all-in figure of $94.5 million is well above what peer-group comparisons would support. Adding to the concern, Wells Fargo's 1-year total shareholder return ranked 7th out of 9 peers in its own Financial Performance Peer Group (25th percentile), meaning shareholders underperformed most peers over the same period that incentive pay was significantly increased — a direct misalignment between executive outcomes and shareholder experience that fails the pay-for-performance alignment check under our policy.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
KPMG is a Big 4 firm and an appropriate auditor for a $249 billion market-cap financial institution. The proxy filing text provided does not include a structured fee table with numeric dollar amounts for audit and non-audit fees that can be extracted with confidence, so the non-audit fee ratio trigger cannot be confirmed; in line with policy, the tenure trigger also cannot be confirmed from available text and therefore does not fire. In the absence of confirmed data triggering a no-vote condition, the default vote is FOR.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 5
Request for Board of Directors to Adopt Policy for an Independent Chair
The National Legal and Policy Center is a conservative ideological advocacy organization, not a neutral fiduciary investor, and under our policy proposals from ideological filers — whether conservative or progressive — are voted against regardless of the surface-level governance framing. Separately on the merits, even if the filer were credible, Wells Fargo has appointed a Lead Independent Director with well-defined authority (Steven D. Black), all standing board committees are entirely independent, and non-management directors hold regular executive sessions without the CEO present — structural safeguards that meaningfully reduce the governance risk that an independent chair proposal is designed to address. A neutral fiduciary investor would need to weigh these mitigants carefully, but the ideological filer classification is sufficient on its own to warrant a vote against this proposal.
Proposal 6
Govern by Majority Vote
John Chevedden is a well-known individual governance activist with a strong record of submitting credible, shareholder-focused proposals, and this proposal received approximately 78% support at last year's annual meeting — an extraordinarily high level of shareholder backing that under our policy creates a strong presumption in favor of support unless the company has fully remediated the concern. Wells Fargo has only partially addressed the issue: one supermajority voting standard (the 'local directors' by-law provision) remains in place, and the company argues it lacks the votes to remove it — but that argument does not change the fact that a binding supermajority requirement still exists. The company's response that the remaining provision has 'limited applicability' is a weak rationale for leaving a governance gap in place, and shareholders have already expressed their view clearly; we vote FOR to reinforce that signal.
Proposal 7
Energy Supply Ratio
Although the NYC pension funds are credible institutional filers deserving of serious consideration, the prior-year vote result of less than 18% support is a clear signal that the broad shareholder base does not view this disclosure as material or necessary. The company's response is substantive: an independent third party (Bloomberg) already publishes an energy supply ratio for Wells Fargo using a consistent methodology, meaning investors who want this data can access it today, and self-calculated ratios by individual banks have produced incomparable results that actually reduce transparency rather than increase it. With such low prior-year support and a credible company argument that the specific disclosure requested would not add meaningful information beyond what is already publicly available, the merits do not support a FOR vote.
Overall Assessment
The 2026 Wells Fargo annual meeting ballot is largely straightforward — all 12 director nominees receive FOR votes because WFC's strong 3-year total shareholder return outperforms its peer group, and the auditor ratification is routine — but the Say on Pay vote warrants an AGAINST because the CEO's all-in reported compensation of $94.5 million (driven by a $60 million special one-time equity award) significantly exceeds reasonable benchmarks for the role at the same time that shareholders underperformed most peers on a 1-year basis. On stockholder proposals, the eliminate-supermajority proposal (Item 6) from John Chevedden earns a FOR given its near-binding 78% prior-year support and the company's failure to fully remediate the remaining supermajority provision, while the independent chair proposal (Item 5) is voted against due to the ideological nature of the filer and the energy supply ratio proposal (Item 7) is voted against given its very low prior-year support and the availability of third-party ESR data.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing