WELLS FARGO & COMPANY/MN Form S-8 Filed 2022-05-20

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

This Registration Statement on Form S-8 is being filed for the purpose of registering 80,000,000 shares of common stock of Wells Fargo & Company (“Wells Fargo”), par value $1-2/3 per share (the “Common Stock”), to be issued pursuant to the Wells Fargo & Company 2022 Long-Term Incentive Plan (the “Plan”). The Plan was approved by Wells Fargo’s shareholders on April 26, 2022 and became effective April 27, 2022 (the “Effective Date”). Concurrently, a post-effective amendment to Registration Statement No. 333-232389 is being filed relating to shares that are authorized for issuance under the Plan based on the number of shares that were available for future full-value awards under the Wells Fargo & Company Long-Term Incentive Compensation Plan (as amended and restated April 23, 2019) (“Prior Plan”) and the number of shares subject to awards that were outstanding on the Effective Date under the Prior Plan that are subsequently canceled, forfeited, expired or settled in cash.

The following documents (or portions thereof) filed by Wells Fargo with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference (other than the portions of those documents not deemed to be filed). All documents were filed with the Commission under File No. 001-02979.

(a)Wells Fargo’s Annual Report on Form 10-K for the year ended December 31, 2021, including information specifically incorporated by reference into the Form 10-K from Wells Fargo’s 2021 Annual Report to Stockholders and Wells Fargo’s Proxy Statement and Proxy Supplement for the 2022 Annual Meeting of Stockholders;

All reports and/or documents filed by Wells Fargo with the Commission pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act, except for such reports and/or other documents (or portions thereof) that are only “furnished” to the Commission or that are otherwise not deemed to be filed with the Commission pursuant to such Exchange Act sections, subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of such filing.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof.

Section 145 of the Delaware General Corporation Law authorizes indemnification of directors and officers of a Delaware corporation under certain circumstances against expenses, judgments, and the like in connection with an action, suit or proceeding. Article Fourteenth of the Restated Certificate of Incorporation of Wells Fargo provides for a broad indemnification of directors and officers. Wells Fargo also maintains insurance coverage relating to certain liabilities of directors and officers.


Exhibit No.	Description	Location
5	Opinion of Maggi Bixler.	Filed herewith
23.1	Consent of Maggi Bixler (included in opinion filed as Exhibit 5 hereto ).	Filed herewith
23.2	Consent of KPMG.	Filed herewith
24	Powers of Attorney.	Filed herewith
99	Wells Fargo & Company 2022 Long-Term Incentive Plan.	Incorporated by reference to Exhibit 10(a) to the Company’s Current Report on Form 8-K filed with the Commission on April 29, 2022.
107	Filing Fee Table.	Filed herewith


			(ii)			To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.


			(2)			That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)	The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


			(c)			Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 20, 2022.

I have examined the Registration Statement on Form S-8 (the “Registration Statement”) of Wells Fargo & Company, a Delaware corporation (the “Company”), to be filed under the Securities Act of 1933, as amended (the “Securities Act”), to register the offer of 80,000,000 shares of the Company’s common stock, par value $1-2/3 per share (the “Common Stock”) that may be issued by the Company under the Wells Fargo & Company 2022 Long-Term Incentive Plan (the “Plan”).

In arriving at the opinion expressed below, I have examined originals, or copies certified or otherwise identified to my satisfaction as being true and complete copies of the originals, of the Plan and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as I have deemed necessary or advisable to enable me to render this opinion. In my examination, I have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as copies. As to any facts material to this opinion, I have relied to the extent I deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others. I have also assumed without independent investigation that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder.

Based upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that the Common Stock, when issued and sold in the accordance with the terms of the Plan and against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued and fully paid.

I consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

We consent to the use in the Registration Statement on Form S-8, dated May 20, 2022, of Wells Fargo & Company, related to the Wells Fargo & Company 2022 Long-Term Incentive Plan, of our reports, dated February 22, 2022, with respect to the consolidated balance sheets of Wells Fargo & Company and subsidiaries as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes, and the effectiveness of internal control over financial reporting as of December 31, 2021, incorporated herein by reference.

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned director and/or officer of WELLS FARGO & COMPANY, a Delaware corporation, does hereby make, constitute and appoint CHARLES W. SCHARF, MICHAEL P. SANTOMASSIMO, ELLEN R. PATTERSON, and TANGELA RICHTER, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director and/or officer of the Company to a Registration Statement on Form S-8 or other applicable form, and all amendments, including post-effective amendments, thereto, to be filed by the Company with the Securities and Exchange Commission, Washington, D.C., in connection with the registration under the Securities Act of 1933, as amended, of up to 80,000,000 shares of Common Stock of the Company, adjusted for any change in the number of outstanding shares of Common Stock resulting from stock splits, stock dividends or similar adjustments occurring after the date hereof, which may be issued pursuant to the Wells Fargo & Company 2022 Long-Term Incentive Plan and any successor plan, and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.


Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Per Share(2)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $1-2/3 per share	Rule 457(c) and Rule 457(h)	80,000,000	$41.94	$3,355,200,000.00	$92.70 per $1,000,000	$311,027.04
Total Offering Amount				-	$3,355,200,000.00	-	$311,027.04
Total Fee Offsets				-	-	-	-
Net Fee Due				-	-	-	$311,027.04


(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Act"), this Registration Statement also covers additional securities that may be offered or issued in connection with any stock split, stock dividend, or other similar transaction.
(2)Estimated in accordance with Rule 457(h) under the Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of Common Stock on the NYSE on May 19, 2022, in accordance with Rule 457(c) under the Act.


Delaware						41-0449260
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification Number)

420 Montgomery Street San Francisco, California (800) 292-9932						94163
(Address of principal executive offices)						(Zip code)


/s/ Charles W. Scharf						President, Chief Executive Officer and Director
Charles W. Scharf						(Principal Executive Officer)


/s/ Michael P. Santomassimo						Senior Executive Vice President and Chief Financial Officer
Michael P. Santomassimo						(Principal Financial Officer)


/s/ Muneera S. Carr						Executive Vice President, Chief Accounting Officer and Controller
Muneera S. Carr						(Principal Accounting Officer)



Very truly yours,

/s/ Maggi Bixler
Maggi Bixler
Senior Vice President and Managing Counsel


			(1)			To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:


			(i)			To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;


			(iii)			To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;


*			Charles W. Scharf, by signing his name hereto, does hereby sign this document on behalf of each of the directors named above pursuant to powers of attorney duly executed by such persons.



			/s/ Steven D. Black
			Steven D. Black



			/s/ Mark A. Chancy
			Mark A. Chancy



			/s/ Celeste A. Clark
			Celeste A. Clark



			/s/ Theodore F. Craver, Jr.
			Theodore F. Craver, Jr.