Wells Fargo & Company Announces Dividend; Also Amends Corporate Governance Guidelines
San Francisco — January 24, 2006
Wells Fargo & Company (NYSE: WFC) announced a quarterly common stock dividend of 52 cents per share, payable Mar. 1, 2006, to stockholders of record on Feb. 3, 2006. The Company has approximately 1.7 billion shares outstanding. Wells Fargo also said its Board of Directors has approved improvements to its corporate governance guidelines for the election of directors. The guidelines now provide:
- A nominee in an uncontested election who receives more votes “withheld” from his or her election than votes “for” his or her election must tender his or her resignation to the Chairman of the Governance and Nominating Committee.
- The Governance and Nominating Committee will recommend to the Board whether to accept or reject the resignation. In deciding what action to recommend, the Committee will consider these and other factors it deems relevant: 1) the stated reasons for the withheld votes; 2) the length of service and qualifications of the nominee; and 3) the nominee’s contributions to the Company’s success
- The Board will act on the nominee’s resignation within 90 days after the date of the stockholders’ meeting at which the election occurred. The nominee will be excluded from participating in the Committee and Board deliberations. The Company will promptly disclose the Board’s decision and the process followed by the Board in reaching that decision in a Form 8-K filed with the Securities and Exchange Commission.