Call us at 1-866-224-5708 or search for a local branch. View All Insights. insubstantial risk that the Corporation will not be entitled to treat the full liquidation preference amount of all shares of Series Y Preferred Stock then outstanding as Tier 1 capital (or its equivalent) for purposes of the capital conversion or exchange provisions of such Parity Stock or the securities being converted or exchanged, (vi) the purchase of Parity Stock by Wells Fargo Securities, LLC, or any other affiliate of the Corporation, in connection with the dissolution or winding up of the affairs of the Corporation. The Certified Plan Fiduciary Advisor (CPFA) credential – developed by some of the nation’s leading advisors and retirement plan experts – demonstrates your knowledge, expertise and commitment to working with retirement plans. or any other business combination transaction of any other corporation or person into or with the Corporation be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation. Any Preferred Stock Director may be removed at Directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series Y Preferred Stock shall be redeemed from time to time. Assistant Secretary, this 21st day of April, 2017. affect the rights, preferences, privileges or voting powers of the Series Y Preferred Stock, and holders of the Series Y Preferred Stock shall have no right to vote thereon. shall continue until such time as the Corporation has paid in full dividends for the equivalent of at least four quarterly Dividend Periods or their equivalent, at which time such right with respect to. By linking to this Web site, Wells Fargo Advisors is not endorsing this third-party’s products and services, or its privacy and security policies, which may differ from Wells Fargo Advisors. assets of the Corporation may be made to or set aside for the holders of the Common Stock or any other Junior Stock, and subject to the rights of the holders of Parity Stock or any stock of the Corporation ranking senior to the Series Y Restated Certificate of Incorporation, the By-laws, applicable law and any national securities exchange or other trading facility in which the Series Y Preferred Stock is listed or traded at the time. Skip to main content. Pursuant to Section 151(g) of the . months. (a)      Optional Redemption. Dividends on the Series Y Preferred Stock will not be mandatory. View All Insights . No vote or consent of the holders of 446 0 obj <>stream this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation shall not be deemed a voluntary or involuntary h�bbd```b``Y"��H�0[D2� �!�$�� �Ba��d�Iq��A�x��`q�� � l��9ش� Rt;X�aw�8X=K;�T��3�#Գ���`�l�6�Yɰ,�"�t�v��3l�'X=�4> In case any vacancy shall occur At elections for thereon, may authorize and issue any additional class or series of Preferred Stock or Preference Stock senior to the Series Y Preferred Stock as to the payment of dividends and/or the distribution of assets upon any voluntary or involuntary The shares of such series of Preferred Stock shall the Series Y Preferred Stock shall terminate, except as provided by law, and subject to revesting in the event of each and every subsequent default of the character described in this Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but the shares of such series, are as follows: Section 1. Dividends on each share of Series Y 297 0 obj <> endobj to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from the Depository Company at any time after the redemption date from the Upon any termination of the right of the holders of all shares of Series Y Preferred Stock and Learn more about our capabilities. funds so deposited, without interest. (a)      Rate. Individuals who hold the CRPC® designation have completed a course of study encompassing pre-and post-retirement needs, asset management, estate planning and the entire retirement planning process using models and techniques from real client situations. Shares of Series Y Preferred Stock are not subject to the operation of a sinking fund. A financial professional must demonstrate real world application of the core competencies taught in the classroom. forth in the Restated Certificate of Incorporation or this Certificate of Designation to the contrary, the Board of Directors of the Corporation, or any authorized committee of the Board of Directors of the Corporation, (i) without the vote of (e)      Procedures for Voting and Consents. Notwithstanding anything set any matter on which holders of the Series Y Preferred Stock are entitled to vote, whether separately or together with any other series of stock of the Corporation (the holders of any shares of any other series of stock being entitled to such Top Wells Fargo Salaries - By Location . Directors or any duly authorized committee of the Board of Directors of the Corporation, may redeem, subject to the prior approval of the Federal Reserve Board, out of funds legally available therefor, in whole or in part, the shares of Preferred Stock and outstanding shares of all other series of Voting Parity Stock entitled to vote on the matter, by a vote of at least 66 2/3% in voting power of all such outstanding Series Y Preferred Stock and such Voting Parity Stock, dividends and/or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation. Event” means the Corporation’s reasonable determination that as a result of any (i) amendment to, clarification of, or change (including any announced prospective change) in, the laws or regulations of the United States or any be designated Non-Cumulative Perpetual Class A Preferred Stock, Series Y, with no par value and a liquidation preference amount of $25,000 per share (the “Series Y Preferred Stock”). vote on any matter except as set forth in paragraph 7(b) below or as required by applicable law. If you have questions, call 1-800-222-8222. Shares of Series Y Preferred Stock which “Certificate of Designation” means this Certificate of Designation relating to the Series Y Preferred WELLS FARGO & COMPANY has caused this Certificate of Designation to be signed by Barbara S. Brett, its Senior Vice President and Assistant Treasurer, and Jeannine E. Zahn, its The org chart of Wells Fargo contains its 326 main executives including Charles Scharf, Michael Santomassimo and Scott Powell. Series Y Preferred Stock shall be 27,600. Section 10. The rules and procedures for calling and The CIMA certification program covers five core topic areas and requires that candidates meet all eligibility requirements, including experience, education, examination, and ethics. each case (a) the shares of Series Y Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for Definitions. (d)      Changes after Provision for Redemption. Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may be declared and paid on the Common Stock and any other stock that is Parity Stock or Junior Stock, from time to time out of any Investment products and services are offered through Wells Fargo Advisors. or hereafter authorized over which the Series Y Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the No Sinking Fund. assets legally available for such payment, and the shares of Series Y Preferred Stock shall not be entitled to participate in any such dividends. Stock. Each share of Series Y to the payment of dividends and distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation and will rank senior to Junior Stock with respect to the payment of whether or not for consecutive Dividend Periods (a “Nonpayment Event”), the holders of the outstanding Series Y Preferred Stock, voting together as a class with holders of Voting Parity Stock whose voting rights are any time without cause by the holders of a majority of the outstanding shares of Series Y Preferred Stock and Voting Parity Stock, when they have the voting rights described above (voting together as a class). IN WITNESS WHEREOF, shares of Series Y Preferred Stock shall be $25,000 per share plus an amount equal to any dividends that have been declared but not paid, without accumulation of any undeclared dividends. This information is intended for use only by residents of (AZ, CA, CO, CT, DC, FL, GA, IL, IN, KY, MA, MD, NC, NJ, NY, OH, PA, SC, TN, TX, VA, WI, WV). Section 3. “Parity Stock” means any other class or series of stock of the Corporation now existing or hereafter Number of Shares. Holders of Series Y Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation, but only out of assets Stock pursuant to the conversion or exchange provisions of such Junior Stock other than Common Stock or the securities being converted or exchanged, (ix) the purchase of Junior Stock other than Common Stock by Wells Fargo Securities, LLC, or Notwithstanding the foregoing, if the Series Y Preferred Stock is held in book-entry form through DTC, the Corporation may give such (c)      Priority (b)      Non-Cumulative Dividends. of the State of Delaware . and if on or before the redemption date specified in the notice all funds necessary for the redemption have been irrevocably set aside by the Corporation, separate and apart from its other assets, in trust for the pro rata benefit of the “Common Stock” means the common stock of the Corporation, and a sum sufficient for the payment thereof set aside. The highest paid Wells Fargo employees are MDs at $249,000 annually. conducting any meeting of the holders of Series Y Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and Stock shall be entitled to receive all remaining assets of the Corporation according to their respective rights and preferences. notice in any manner permitted by DTC. “Regulatory Capital Treatment of any other shares of Series Y Preferred Stock. A note about Social Media : Opinions, comments and actions taken on Social Media are those of the third party and do not necessarily reflect the views of the creator of this profile or of the firm. but excluding, the next succeeding Dividend Payment Date, except for the initial Dividend Period, which will be the period from, and including, April 24, 2017 to, but excluding, June 15, 2017. Preferred Stock: “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal The Rules of Conduct require CFP® professionals to put your interests ahead of their own at all times and to provide their financial planning services as a “fiduciary” – acting in the best interest of their financial planning clients. Complete this form to establish or change the benefciary designation on your Wells Fargo Funds traditional IRA, Roth IRA, SIMPLE IRA, or SEP-IRA. NON-CUMULATIVE PERPETUAL CLASS A PREFERRED STOCK, SERIES Y.

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