Wells Fargo Adopts Majority Vote Standard for Director Elections
San Francisco — November 28, 2006
The Board of Directors of Wells Fargo & Company (NYSE: WFC) has amended the Company’s by-laws to adopt a majority vote standard for uncontested director elections. Directors will continue to be elected in a contested election by a plurality of votes cast. Under the new standard, a nominee in an uncontested election is elected to the Board if the votes cast for her or his election exceed the votes cast against her or his election. According to the Company’s corporate governance guidelines, a director who receives less than a majority of the votes cast is expected to tender her or his resignation from the Board promptly after certification of voting results. The Board will publicly disclose its decision whether to accept the resignation within 90 days after certification of the voting results. “We’ve carefully considered the views of our shareholders in this decision, and we believe a majority vote standard will further increase the accountability of our directors to our shareholders,” said Dick Kovacevich, chairman and chief executive officer. “We believe this change is consistent with leading corporate governance practices, and that it’s the right thing to do for all our stakeholders.” The Company’s corporate governance guidelines are at http://www.wellsfargo.com/about/corporate/corporate_governance. Wells Fargo & Company is a diversified financial services company with $483 billion in assets, providing banking, insurance, investments, mortgage and consumer finance to more than 23 million customers from more than 6,100 stores and the internet (wellsfargo.com) across North America and internationally. Wells Fargo Bank, N.A. has the highest possible credit rating, "Aaa," from Moody's Investors Service and the highest credit rating given to a U.S. bank, "AA+," from Standard & Poor's Ratings Services.