April 14, 2017

The Big Wells Fargo Clawback

The big news from Wells Fargo a few days ago was that the company’s board exercised its discretion to clawback $75 million from its former CEO and former head of community banking. Here’s the 113-page Wells Fargo board report – and here’s the news:

NY Times “Wells Fargo to Claw Back $75 Million From 2 Former Executives”
USA Today’s “Wells Fargo clawing back $75.3 million more from former execs in fake accounts scandal”
WSJ’s “Wells Fargo Claws Back Millions From CEO After Scandal
Fortune’s “How Wells Fargo’s Carrie Tolstedt Went from Fortune Most Powerful Woman to Villain”

Here’s analysis about this situation from Kevin LaCroix…

Shareholder Proposals: Can’t Exclude Confidential Pay Vote Tallies

Recently, Corp Fin denied a no-action request from Celgene to exclude a shareholder proposal submitted by John Chevedden. The proposal sought a bylaw that would prevent the board from seeing a running vote tally when say-on-pay or shareholder approval of plans were on the ballot. The company made unsuccessful arguments under Rule 14a-8(i)(2) (arguing it was a state law matter) – and (i)(7) ordinary business. Over the years, Corp Fin has allowed exclusion of shareholder proposals that sought confidentiality for preliminary vote tallies for uncontested matters under (i)(7) – a broader plate of topics than the narrower “pay topics only” proposal at issue in this case.

Conflict Minerals: NGOs Say “Ignore Corp Fin Guidance”

As noted in this Cooley blog, a number of non-governmental organizations have issued statements emphatically rejecting Corp Fin’s recently updated statement about the effect of the Court of Appeals Decision on the conflict minerals rule – and they’re asking companies to disregard the Corp Fin guidance…

Broc Romanek