WELLS FARGO & COMPANY/MN

The proposal requests that the Board adopt a policy requiring that the roles of Board Chair and Chief Executive Officer be held by different individuals and that, whenever possible, the Board Chair be an independent director. The proponent argues that combining the roles concentrates executive power and weakens independent board oversight, and cites governance research and proxy advisory guidance supporting an independent chair or strong lead independent director. The proposal would also direct the Board not to select a Chair who is a former CEO and permits a temporary non-independent Chair only while a search for an independent Chair is underway. The request is prescriptive about Board leadership structure rather than leaving that determination to the Board on an ongoing basis.

The proposal requests that the Company amend its charter and bylaws so that any voting threshold greater than a simple majority be replaced by a majority-of-votes-cast standard (votes for must exceed votes against), and that the Company eliminate remaining supermajority provisions such as the local directors provision. The proponent cites prior shareholder support for related proposals and urges adjourning meetings to solicit additional votes if needed to achieve approval thresholds. The request is intended to make corporate governance decisions subject to simple majority vote and to remove high voting thresholds that the proponent views as barriers to shareholder control. The proposal is prescriptive about voting standards across corporate governance matters rather than targeting a single bylaw clause.

The proposal requests an annual public disclosure of an Energy Supply Ratio (ESR) that quantifies the Company’s financing (equity and debt underwriting, project finance, and lending if feasible) of low‑carbon energy supply relative to fossil‑fuel energy supply, along with the methodology and definitions used. The proponent cites the Company’s withdrawal of sector‑specific financed emissions targets and argues that a dollar‑based ESR would help investors assess energy‑transition exposure and the Company’s climate‑related risks and opportunities. The request notes that third parties already calculate ESRs for banks and that some peer banks have published ESR disclosures or methodologies, suggesting feasibility. The report should exclude confidential details and be prepared at reasonable expense.

The proposal asks the Company to prepare a public report assessing potential litigation risks that could arise from the Company’s financing of high‑carbon activities, including how attribution science and precedents could expose financiers to liability. The proponent cites growing scientific and judicial developments linking emissions to climate damages and recent litigation examples involving banks and energy projects. The report is requested at reasonable expense, excluding confidential information, to help shareholders evaluate the Company’s management of climate‑related legal exposure resulting from its lending and underwriting. The submission frames the request as material given the Company’s role among major global fossil fuel financers.

The proposal requests creation of a standing Board committee composed of independent directors tasked specifically with oversight of the Company’s management of impacts to Indigenous Peoples from its financing activities, including both corporate‑level and project‑specific financing. The committee would be authorized to engage with affected Indigenous rights‑holders and to retain external experts as needed. The proponent cites international standards (e.g., UNDRIP, ILO 169) and instances where financing has been linked to community disputes to argue that dedicated board‑level oversight would reduce legal, reputational, and operational risk. The request is prescriptive in asking for a new committee rather than relying on existing committee responsibilities.

The proposal asks the Board to evaluate and publish a report assessing how the Company’s supplier or vendor diversity, equity and inclusion (DEI) requirements may expose the Company to legal, reputational, operational or other risks, including potential discrimination claims. The proponent cites recent litigation and regulatory developments affecting DEI policies and action by other institutions rescinding or revising vendor requirements as context for the request. The requested report should be prepared within a year at reasonable cost and should exclude confidential information. The aim is to increase transparency about vendor policies and potential legal or compliance exposure.