WELLS FARGO & COMPANY | Simple majority vote at WELLS FARGO & COMPANY

Status
50.31% votes in favour
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
WFC
Lead filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Financials
Company HQ country
United States
Resolved clause
RESOLVED, Shareholders request that our board take each step necessary so that each voting requirement in our charter and
bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a
requirement for a majority of the votes cast for and against such proposals, or a simple majority in compliance with applicable laws.
Supporting statement
If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This includes any existing supermajority vote requirement that result form default to state law and can be subject to replacement. Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block proposals supported by most shareholders but opposed by a status quo management. This proposal topic won form 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy’s. The votes would have been higher than 74% to 88% if more shareholders had access to independent proxy voting advice. Church & Dwight shareholders gave 99% support to a 2020 proposal on this same topic. This proposal topic also won 99%-support at the 2021 ConocoPhillips annual meeting.

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
Rothschild & co Asset Management For
Anima Sgr For In this case, the company's "local directors" bylaw appears to be narrowly-tailored and not applicable to shareholders at the parent-company level, and thus WFC shareholders are unlikely to seek to amend this provision. The Delaware law requiring supermajority approval for certain transactions with interested shareholders is an anti-takeover provision and shareholders would likely benefit if the company were to opt out of that provision. As an outright hostile takeover of a systemically important financial institution such as WFC is nearly unthinkable, there does not appear to be a compelling reason for WFC not to opt out of the Delaware law provision requiring supermajority approval for transactions with "interested stockholders." Moreover, bylaw amendments presently require approval from a majority of shares outstanding and a reduction to a majority of votes cast standard would be beneficial for shareholders. As such, given that a reduction in certain vote requirements would be beneficial for shareholders.

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