New York City Pension Funds to Vote Against 10 of 15 Wells Fargo Directors -- Update

By Joann S. Lublin and Emily Glazer

A large Wells Fargo & Co. shareholder will oppose the reelection of 10 of its 15 directors at the bank's annual shareholder meeting on Tuesday.

New York City's Office of the Comptroller, which oversees pension funds that own about 11.5 million shares or about 0.23% of shares outstanding, said it would seek to defeat the bank's nonexecutive chairman, Stephen Sanger, plus all but two members of its board's risk, audit and human resources committees.

The San Francisco bank faces a potentially contentious shareholder meeting next week. Earlier this month, influential proxy advisory firm Institutional Shareholder Services Inc. recommended shareholders vote against Mr. Sanger and 11 of his colleagues on Wells Fargo's 15-member board.

The second-largest proxy advisory firm, Glass Lewis & Co., recommended investors vote for Mr. Sanger, but against six directors.

The comptroller's office also said New York City pension funds will support Vice Chairman Betsy Duke, a former regulator, and Suzanne Vautrinot, a cybersecurity expert, because they only joined the board in 2015. The former is on the risk panel and the latter serves on the audit committee.

"When banks take shortcuts like this, everyone loses," said NYC Comptroller Scott M. Stringer. "Customers become victims. Public confidence dissipates. And long-term investors like the New York City pension funds are undercut."

He added that the sales practices scandal was the "result of a serious oversight failure by Wells Fargo's board, and the directors responsible need to be held accountable. It's time for change at the top."

A Wells Fargo spokesman declined to comment on an individual shareholder. But in an interview earlier this week Chief Executive Timothy Sloan said "to the extent we have any shareholder that votes against certain directors or doesn't agree with proposals...we'll make sure to reach out to them."

As of Wednesday afternoon, Mr. Sloan said he hadn't heard from shareholders who wanted to make changes to the board.

A spokesman for the bank's board declined to comment.

Write to Joann S. Lublin at joann.lublin@wsj.com and Emily Glazer at emily.glazer@wsj.com

(END) Dow Jones Newswires

April 21, 2017 17:13 ET (21:13 GMT)

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