Wells Fargo & Company | Interfaith Center on Corporate Responsibility

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<strong>Company:</strong>
<p>Wells Fargo & Company</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Majority Vote </p>
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<strong>Status:</strong>
<p>Filed</p>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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<strong>Focus Area:</strong>
<p>Climate Financing, GHG Reduction and Targets, Sustainability Reporting, GHG Emphasis </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>WHEREAS:</strong>  Wells Fargo recently withdrew its 2030 and 2050 financed emissions reduction targets and has not disclosed an alternative strategy for managing risk associated with these emissions.[1] The bank’s actions create an information vacuum that prevents investors from evaluating whether Wells Fargo is fully identifying and addressing its climate-related financial risk. Among these risks, climate-related litigation exposure represents an increasingly material threat to Wells Fargo— particularly given the bank’s position as the fifth largest financier of high carbon activities in the world.[2]</p>
<p>Climate attribution science and global legal precedents are strengthening the basis upon which financial institutions can be held accountable for their contributions to climate-related damages. Researchers can now quantify companies’ contributions to climate impacts and related economic losses. A study published in Nature demonstrates this capability: using emissions data from major fossil fuel companies, peer-reviewed attribution methods, and empirical climate economics, researchers calculated trillions of dollars in economic losses attributable to emissions from individual carbon majors.[3]  Recently, a court accepted attribution evidence and allowed a climate case to proceed on that basis.[4] </p>
<p>This scientific advancement alters the legal landscape for institutions that finance climate-damaging activities. By financing carbon majors whose emissions can now be directly traced to specific harms, banks like Wells Fargo may face claims that their lending decisions have contributed to climate-related harm. </p>
<p>Climate cases are already proceeding against banks. A recent lawsuit against BNP Paribas explicitly alleges that the bank’s financing of high-carbon sectors makes it complicit in climate damages.[5] Similarly, a case filed in the Netherlands claims that ING Bank is violating Dutch duty of care principles and European human rights law by financing high-carbon sectors.[6] </p>
<p>Other climate-related decisions are further altering the legal landscape. The International Court of Justice and the Inter-American Court of Human Rights recently issued advisory opinions finding that states have legal obligations to reduce greenhouse gas emissions and protect the environment and humans from climate-related harms, including through the regulation of high-carbon activities.[7],[8] Although non-binding, these opinions reinforce states’ legal duties to act and the strength of climate science.</p>
<p>As attribution science strengthens and courts increasingly accept the causal link between financing decisions and climate damages, Wells Fargo’s substantial financing of high-carbon activities, combined with its retreat from financed emission targets, creates material litigation risk. Comprehensive assessment and disclosure of these litigation risks and potential mitigation actions are essential for shareholders to assess Wells Fargo’s risk management capabilities and long-term strategy. </p>
<p><strong>BE IT RESOLVED:</strong>  Shareholders request that Wells Fargo issue a report, at reasonable expense and excluding confidential information, that evaluates and describes the range of climate-related litigation risks associated with its financing of high-carbon activities.</p>
<p>[1] https://www.reuters.com/sustainability/climate-energy/wells-fargo-drops-financed-emissions-target-amid-esg-rethink-2025-02-28/ </p>
<p>[2] https://www.bankingonclimatechaos.org/wp-content/uploads/2025/06/BOCC_2025_FINAL4.pdf </p>
<p>[3] https://www.nature.com/articles/s41586-025-08751-3                                   </p>
<p>[4] https://blogs.law.columbia.edu/climatechange/2025/06/19/what-lliuya-v-rwe-means-for-climate-change-loss-and-damage-claims/ </p>
<p>[5] https://www.climatecasechart.com/document/notre-affaire-a-tous-les-amis-de-la-terre-and-oxfam-france-v-bnp-paribas_1736 </p>
<p>[6] https://www.climateinthecourts.com/dutch-climate-campaigners-sue-the-netherlandss-largest-bank/ </p>
<p>[7] https://elaw.org/historic-international-court-decisions-on-climate </p>
<p>[8] https://www.iisd.org/articles/deep-dive/icj-advisory-opinion-climate-change </p>

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<div class=”views-field views-field-nothing”><span class=”field-content”> Mary Zuccarello</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>As You Sow</span></div>
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<strong>Focus Area:</strong>
<p>Indigenous Peoples/FPIC </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>Resolved</strong>: Shareholders request the Board of Directors of Wells Fargo & Company charter a new committee of independent directors on Indigenous Peoples’ Rights to oversee the Company’s management of actual and potential adverse impacts on Indigenous Peoples arising from its financing activities. This oversight should include general corporate and project-specific financing. The committee charter should authorize the committee to meet with affected Indigenous rights-holders, communities, employees, customers, and other relevant stakeholders, and to retain independent experts as needed. </p>
<p>Whereas: The UN Declaration on the Rights of Indigenous Peoples and International Labour Organization Convention 169 are internationally recognized standards affirming the rights to Free, Prior, and Informed Consent (FPIC) and protecting Indigenous Peoples’ lands, resources, and cultures.1  Failure to uphold these rights exposes Wells Fargo  to material legal, reputational, and operational risks, including project delays, litigation, and loss of public trust.2 </p>
<p>Wells Fargo has financed projects linked to Indigenous Peoples’ rights violations, including as lead financier of the Dakota Access Pipeline, which prompted two cities to withdraw approximately $2 billion in assets amid public opposition,3 and over $3.86 billion to Enbridge.4 </p>
<p>Enbridge is advancing the Rio Bravo pipeline through the ancestral lands of the Carrizo‑Comecrudo Tribe in South Texas without consent, prompting community opposition.5 Line 3’s construction and operation violated multiple Indigenous Peoples’ rights, including FPIC, self-determination, health, culture, and religion.6 Indigenous leaders called Line 5 “cultural genocide.”7 A 2023 federal court ruled Line 5 operated illegally on Bad River Band territory, ordering $5 million in damages and cessation of operations by 2026.8 Michigan’s governor revoked Enbridge’s certification in 2020 for “historic failures and non-compliance.”9 These examples demonstrate how financing decisions that fail to account for Indigenous Peoples’ rights can result in long-term financial, legal, and reputational harm. </p>
<p>In 2024 alone, the Bank provided $39.3 billion in fossil-fuel financing. As the fifth-largest global fossil-fuel financier,10 and with over one-fifth of fossil-fuel and extractive projects on or near Indigenous lands, Indigenous Peoples’ rights pose a significant material risk for the Company and investors.11 </p>
<p>Wells Fargo scored below peer banks on key indicators: 0.5/3 for severe human-rights risk reporting, 0/3 for human-rights-defender protections, 0.5/3 for FPIC integration, and 0/3 for adequacy of response reporting.12<br><br>The Governance and Nominating Committee is charged with “strategies, policies, and programs on social and public responsibility matters,” yet does not explicitly cover Indigenous Peoples’ rights or the Bank’s financing impacts,13  creating a clear governance gap – while other companies have dedicated committees or explicitly mention Indigenous Peoples’ rights oversight within existing committees.14 <br><br>Establishing a board-level committee would strengthen oversight of impacts from financing activities and ensure the Company’s governance aligns with international standards. A dedicated committee could reduce material risks while reinforcing Wells Fargo’s commitment to sound governance. </p>
<p>—</p>
<p>1 https://www.un.org/development/desa/indigenouspeoples/declaration-on-the-rights-of-indigenous-peoples.html ; <br>https://www.ilo.org/dyn/normlex/en/f?p=NORMLEXPUB:12100:0::NO::P12100_INSTRUMENT_ID:312314<br>2 https://www.colorado.edu/program/fpw/sites/default/files/attached-files/social_cost_and_material_loss_0.pdf ; <br>https://amazonwatch.org/news/2022/0622-the-business-case-for-indigenous-rights <br>3https://www.npr.org/sections/thetwo-way/2017/02/08/514133514/two-cities-vote-to-pull-more-than-3-billion-from-wells-fargo-ov er-dakota-pipelin <br>4 https://www.ran.org/wp-content/uploads/2020/12/RAN-Briefing_Line3_KXL.pdf<br>5 https://www.sierraclub.org/sierra/texas-activists-are-fighting-stop-construction-one-biggest-lng-terminals-country<br>6 Https://www.colorado.edu/program/fpw/sites/default/files/attached-files/cerd_request_line_3_pipeline.pdf <br>7 https://www.theguardian.com/us-news/2021/feb/19/line-3-pipeline-ojibwe-tribal-lands <br>8 https://www.wpr.org/news/federal-court-arguments-bad-river-enbridge-appeal-line-5-shutdown;  <br>https://www.badriver-nsn.gov/wp-content/uploads/2024/03/Handout-about-Line-5-3-pages.pdf<br>9 https://ictnews.org/news/enbridge-takes-the-gloves-off-in-line-5-battle ;  <br>https://www.cbsnews.com/minnesota/news/judge-gives-enbridge-3-years-to-close-oil-pipeline-on-tribal-land-in-wisconsin-4<br>10 https://www.bankingonclimatechaos.org/wp-content/uploads/2025/06/BOCC_2025_FINAL4.pdf<br>11 https://www.aaas.org/news/global-extractive-and-industrial-projects-disproportionately-impact-indigenous-peoples<br>12https://www.banktrack.org/download/the_banktrack_global_human_rights_benchmark_2024/banktrack_human_rights_benchma rk_2024_1.pdf<br>13 https://www.wellsfargo.com/assets/pdf/about/investor-relations/annual-reports/2025-proxy-statement.pdf<br>14https://wp-furygoldmines-2024.s3.ca-central-1.amazonaws.com/media/2024/01/12112325/Charter-of-Indigenous-and-Communit y-Relations-Committee-Fury-1Jan25.pdf;<br>https://panamericansilver.com/wp-content/uploads/2025/02/CSD-Committee-Charter-2025.pdf; <br>https://www.fcx.com/sites/fcx/files/documents/corp_gov/corp_respons_comm.pdf; <br>https://www.westernmidstream.com/wp-content/uploads/2025/02/Sustainability-Committee-Charter.pdf; </p>

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<div class=”views-field views-field-nothing”><span class=”field-content”> Caitlin Seznec</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>American Baptist Home Mission Society</span></div>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Tom McCaney</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Sisters of St. Francis of Philadelphia</span></div>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Barbara McCracken</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Benedictine Sisters of Mount St. Scholastica</span></div>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Gabi Jeakle</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Northwest Coalition for Responsible Investment</span></div>
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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Wells Fargo & Company</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Human Rights & Worker Rights </p>
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<strong>Focus Area:</strong>
<p>Right To Organize/Unions </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p class=”p1″>RESOLVED: Shareholders urge the Board of Directors of Wells Fargo & Company (“Wells Fargo”) to commission and oversee an independent, third-party assessment of Wells Fargo’s respect for the internationally recognized human rights of freedom of association and collective bargaining. The assessment, prepared at reasonable cost and omitting legally privileged, confidential, or proprietary information, should be publicly disclosed on Wells Fargo’s website.</p>
<p class=”p1″>SUPPORTING STATEMENT</p>
<p class=”p2″>Freedom of association and collective bargaining are internationally recognized human rights according to the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work and the United Nations’ Universal Declaration of Human Rights. However, Wells Fargo’s Human Rights Statement,1 Code of Conduct,2 and Supplier Code of Conduct3 are silent on Wells Fargo’s obligations to respect these internationally recognized human rights.</p>
<p class=”p3″>In February 2022, Wells Fargo published “Priority Recommendations of the Wells Fargo Human Rights Impact Assessment and Actions in Response” that summarized a human rights impact assessment performed by a third-party law firm. The recommendations stated “Wells Fargo should consider</p>
<p class=”p1″>prioritizing the issuance of a comprehensive human rights policy and providing training to the bank’s leadership and senior management.”4</p>
<p class=”p4″>In 2022, Wells Fargo CEO Charles Scharf told Congress that Wells Fargo would not commit to remain neutral if Wells Fargo’s employees seek to unionize.5 A 2023 Wells Fargo internal presentation revealed that management has been tracking employees’ union organizing efforts.6 In 2023, Wells Fargo agreed to settle two unfair labor practice charges alleging that Wells Fargo had violated its employees’ rights.7 Despite Wells Fargo’s alleged union avoidance tactics, Wells Fargo workers at 20 Wells Fargo branches have recently voted to form a union.8</p>
<p class=”p5″>This resolution may help address human rights risks at Wells Fargo’s operations in other countries. Wells Fargo’s largest international operations are in India and the Philippines. The 2024 ITUC Global Rights Index rated India and the Philippines as countries with no guarantee of rights, explaining that</p>
<p class=”p6″>such countries are “the worst countries in the world to work in. While the legislation may spell out certain rights, workers have effectively no access to these rights and are therefore exposed to autocratic regimes and unfair labour practices.”9</p>
<p class=”p6″>For these reasons, we urge you to vote FOR this proposal.</p>
<p class=”p9″>1  https://www08.wellsfargomedia.com/assets/pdf/about/corporate-responsibility/human-rights-statement.pdf</p>
<p class=”p10″>2 https://www.wellsfargo.com/assets/pdf/about/corporate/code-of-conduct.pdf</p>
<p class=”p11″>3  https://www08.wellsfargomedia.com/assets/pdf/about/corporate/supplier-code-of-conduct.pdf</p>
<p class=”p10″>4 https://www08.wellsfargomedia.com/assets/pdf/about/corporate-responsibility/human-rights-impact-assessment.pdf. 5“Wells Fargo to Beef Up Labor Relations Staff Amid Union Campaign,” Bloomberg Law, June 26, 2023, https://news.bloomberglaw.com/banking-law/wells-fargo-to-beef-up-labor-relations-staff-amid-union-campaign.</p>
<p class=”p12″>6 “Wells Fargo Privately Worries Union “Resurgence” Could Reach Its Workers Next,” Bloomberg, April 17, 2023, https://www.bloomberg.com/news/articles/2023-04-17/wells-fargo-privately-worries-union-resurgence-could-reach-its- workers-next.</p>
<p class=”p13″>7 “Wells Fargo Settles Second Complaint Over Union Intimidation,” Bloomberg Law, December 1, 2023, https://news.bloomberglaw.com/banking-law/wells-fargo-settles-second-complaint-over-union-intimidation.</p>
<p class=”p11″>8 “Union Drive at Wells Fargo Heats Up as Employees Allege Intimidation Tactics,” Los Angeles Times, October 17, 2024, https://www.latimes.com/business/story/2024-10-17/union-drive-at-wells-fargo-heats-up-as-employees-allege-intimidation- tactics; “Wells Fargo Workers Claim Layoffs Sought to Disrupt Union Effort,” Bloomberg Law, October 11, 2024, https://news.bloomberglaw.com/banking-law/wells-fargo-workers-claim-layoffs-sought-to-disrupt-union-effort.</p>
<p class=”p14″>9 2024 ITUC Global Rights Index, International Trade Union Confederation, 2024, https://www.ituc- csi.org/IMG/pdf/2024_ituc_global_rights_index_en.pdf.</p>

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<div class=”views-field views-field-nothing”><span class=”field-content”> Brandon Rees</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>AFL-CIO</span></div>
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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Wells Fargo & Company</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Lobbying & Political Contributions </p>
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<strong>Focus Area:</strong>
<p>Climate Financing, Climate Lobbying, Lobbying </p>
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<strong>Status:</strong>
<p>Challenged</p>
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<h2>Resolution Text</h2>
<p class=”p1″><strong>Resolved, </strong>shareholders request the preparation of a report, updated annually, disclosing:</p>
<p class=”p3″>1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.</p>
<p>2. Payments by WFC used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.</p>
<p>3. WFC’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.</p>
<p>4. Description of management’s and the Board’s decision-making process and oversight for making payments described in sections 2 and 3 above.</p>
<p class=”p9″>For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which WFC is a member.</p>
<p class=”p11″>Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels. The report shall be presented to the Corporate Responsibility Committee and posted on WFC’s website.</p>
<p class=”p1″><strong>Supporting Statement</strong> </p>
<p class=”p3″>Full disclosure of WFC’s lobbying activities and expenditures is needed to assess whether WFC’s lobbying is consistent with its expressed goals and shareholders’ interests. WFC spent $72 million from 20IO – 2023 on federal lobbying. This does not include state lobbying, where WFC also lobbies, spending $3 million on lobbying in California from 2010 – 2023.</p>
<p class=”p5″>Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity.1 WFC fails to disclose its payments to trade associations and social welfare groups, or the amounts used for lobbying,to shareholders. WFC’s trade association disclosure is incomplete, only providing a percent of an unknown amount for its principal memberships.</p>
<p class=”p6″>WFC belongs to the American Bankers Association (ABA), Business Roundtable, and US Chamber of Commerce, which together spent $98 million on 2023 federal lobbying. And WFC’s disclosure also leaves out its memberships and payments to social welfare groups, such as the Bay Area Council, California Taxpayers Association and the Future of Privacy Forum.</p>
<p class=”p8″>WFC’s lack of disclosure presents reputational risks when its lobbying contradicts company public positions. For example, WFC</p>
<p class=”p9″>publicly supports addressing climate change, yet the BRT filed an amicus brief opposing the Securities and Exchange Commission climate risk disclosure rules2 and the Chamber opposed the Paris climate accord. An analysis looking at inconsistencies between banks’ public climate commitments and their direct and indirect climate lobbying practices noted WFC failed to publicly support the Inflation Reduction Act.3 And WFC has attracted negative attention4 for funding controversial nonprofits like the State Financial Officers Foundation, which has waged “a coordinated attack on climate policy.”5</p>
<p class=”p12″>Improved WFC lobbying disclosure will protect the reputation ofWFC and preserve shareholder value.</p>
<p class=”p13″><br>1 https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly</p>
<p class=”p3″>reported/.</p>
<p class=”p4″>2 https://www.eenews.net/articles/investors-question-business-roundtables-cIi mate-rule-battle/.</p>
<p class=”p6″>3 https://www.Ceres.org/news-center/press-releases/new-benchmark-analysis-us-banks-reveals-inconsistencies-between-cIimate.</p>
<p class=”p7″>4 https://www.responsible-investor.com/us-lawmaker-slams-j pmorgan-welIs-fargo-for-involvement-w ith-anti-esg-body/.</p>
<p class=”p8″>5 https://www.nytimes.com/2022/08/05/cIi mate/republican-treasurers-climate-change.htmI.</p>

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Wells Fargo & Company</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Human Rights & Worker Rights </p>
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<strong>Focus Area:</strong>
<p>Indigenous Peoples/FPIC </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED: </strong>Shareholders request the Board of Directors provide a report to shareholders, at reasonable cost and omitting proprietary and confidential information, outlining the effectiveness of Wells Fargo’s policies, practices, and performance indicators in respecting internationally-recognized human rights standards for Indigenous Peoples’ rights in its existing and proposed general corporate and project financing.</p>
<p><strong>WHEREAS: </strong>The UN Declaration on the Rights of Indigenous Peoples and International Labour Organization Convention 169 concerning Indigenous and Tribal Peoples in Independent Countries are internationally-recognized standards for Indigenous Peoples’ rights.1 Violation of these rights presents risks for Wells Fargo that can adversely affect shareholder value, including reputational damage, project disruptions, litigation, and civil and criminal liability.2 Wells Fargo has a history of financing projects and companies that violate Indigenous Peoples’ rights, notably as a lead financier of the Dakota Access pipeline in 2016, which resulted in two cities withdrawing $2 billion in assets from the bank.3 Several years later, Wells Fargo provided over $3.86 billion in financing to Enbridge, enabling the widely opposed Enbridge Line 3 and Line 5 pipeline reroutes.4</p>
<p>Enbridge Line 3’s construction and operation violate numerous Indigenous Peoples’ rights, including the rights to free, prior, and informed consent (FPIC); self-determination; health; culture; religion; security; and assembly.5 Similarly, Indigenous leaders from the Great Lakes tribes have called Enbridge’s Line 5 project “an act of cultural genocide.”6 A 2023 ruling found that Line 5 was operating illegally on Bad River Band territory since 2013 and ordered Enbridge to pay over $5 million and to cease operating Line 5 on the reservation by 2026.7 Michigan Governor Whitmer canceled Enbridge’s certification in 2020, citing “Enbridge’s historic failures and current non-compliance” as jeopardizing the safety of residents and the environment.8 Significant material social risks have already materialized for Enbridge and its financiers through litigation, ongoing opposition led by Indigenous Peoples, allegations of civil rights abuses, treaty violation investigations, and environmental damages.9</p>
<p>Investor expectations on this issue are increasing, as institutions develop screens against companies with patterns of violating Indigenous Peoples’ rights.10 BlackRock’s 2021 Investment Stewardship Statement included an expectation for companies to respect FPIC in business decisions that impact Indigenous Peoples.11</p>
<p>Wells Fargo’s Indigenous Peoples Statement is misaligned with international human rights standards for FPIC and is limited to project financing. Wells Fargo previously adhered to the Equator Principles to manage environmental and social risk. However, in 2024, it withdrew from the Principles, raising concerns that it “backpedals on commitments on climate and to vulnerable communities affected by their financing deals.”12 Wells Fargo’s recent Invest Native initiative13 does not shield the company from material risk connected to insufficient due diligence on Indigenous Peoples’ rights. Effective policies protecting Indigenous Peoples’ rights are critical to meeting Wells Fargo’s commitments and mitigating material risk to shareholders.</p>
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<p>1 https://www.un.org/development/desa/indigenouspeoples/declaration-on-th… ; https://www.ilo.org/dyn/normlex/en/f?p=NORMLEXPUB:12100:0::NO::P12100_I…<br>2 https://www.colorado.edu/program/fpw/sites/default/files/attached-files… ; https://amazonwatch.org/news/2022/0622-the-business-case-for-indigenous-rights<br>3 https://www.npr.org/sections/thetwo-way/2017/02/08/514133514/two-cities… er-dakota-pipelin<br>4 https://www.ran.org/wp-content/uploads/2020/12/RAN-Briefing_Line3_KXL.p…<br>5 ttps://www.colorado.edu/program/fpw/sites/default/files/attached-files/cerd_re…<br>6 https://www.theguardian.com/us-news/2021/feb/19/line-3-pipeline-ojibwe-…<br>7 https://www.wpr.org/news/federal-court-arguments-bad-river-enbridge-appeal-line-5-shutdown; https://www.badriver-nsn.gov/wp-content/uploads/2024/03/Handout-about-Line-5-3-pages.pdf<br>8 https://www.michigan.gov/whitmer/news/press-releases/2020/11/13/governo…- pipelines-through-the-straits-of-mackina<br>9 https://ictnews.org/news/enbridge-takes-the-gloves-off-in-line-5-battle ; https://www.cbsnews.com/minnesota/news/judge-gives-enbridge-3-years-to-close-oil-pipeline-on-tribal-land-in-wisconsin-4/<br>10 https://amazonwatch.org/news/2022/0622-the-business-case-for-indigenous…<br>11 https://www.blackrock.com/corporate/literature/publication/blk-commenta…</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Gina Haas</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>American Baptist Home Mission Society</span></div>
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Resolution Details

Company:

Wells Fargo & Company

Year:

2024

Issue Area:

Lobbying & Political Contributions

Focus Area:

Lobbying

Status:

Challenged

Resolution Text

RESOLVED, the shareholders of Wells Fargo & Company (WFC) request the preparation of a report, updated annually, disclosing:

1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

2. Payments by WFC used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

3. WFC’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.

4. Description of management’s and the Board’s decision-making process and oversight for making payments described in sections 2 and 3 above.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which WFC is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Corporate Responsibility Committee and posted on WFC’s website.

SUPPORTING STATEMENT

Full disclosure of WFC’s lobbying activities and expenditures is needed to assess whether WFC’s lobbying is consistent with its expressed goals and shareholders’ interests. WFC spent $68,100,000 from 2010 – 2022 on federal lobbying. This does not include state lobbying, where WFC lobbied in at least 28 states in 2022 and spent over $2.9 million on lobbying in California from 2010 – 2022.

Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity.1 WFC fails to disclose its payments to trade associations and social welfare groups (SWGs), or the amounts used for lobbying, to shareholders. WFC belongs to the American Bankers Association (ABA), Business Roundtable, and US Chamber of Commerce, which together spent $111,356,000 on federal lobbying for 2022. And while WFC previously dropped2 its membership in the American Legislative Exchange Council, ABA supported its 2022 annual meeting3 and the Chamber sits on its Private Enterprise Advisory Council.4

WFC’s lack of disclosure presents reputational risks when its lobbying contradicts company public positions. For example, WFC publicly supports addressing climate change, yet the BRT lobbied against the Inflation Reduction Act5 and the Chamber reportedly has been a “central actor” in dissuading climate legislation over a two-decade period.6 A recent analysis looking at inconsistencies between banks’ public climate commitments and their direct and indirect climate lobbying practices noted WFC failed to publicly support the Inflation Reduction Act.7 While WFC has opposed voter restrictions,8 the Chamber lobbied against protecting voting rights.9 And WFC has attracted negative attention10 for funding controversial nonprofits like the State Financial Officers Foundation, which is attacking woke capitalism.11

WFC should expand its lobbying disclosure.

1 https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly-reported/.

2 https://www.prwatch.org/news/2012/09/11740/merck-and-wells-fargo-dump-alec-while-duke-energy-holds-out.

3 https://documented.net/investigations/heres-who-bankrolling-alec-2022-annual-meeting.

4 https://ohiocapitaljournal.com/2023/09/06/coming-soon-in-ohio-alec-releases-new-raft-of-model-legislation/.

5 https://www.theguardian.com/environment/2022/aug/19/top-us-business-lobby-group-climate-action-business-roundtable.

6 https://www.washingtonpost.com/politics/2023/08/02/climate-group-pushes-big-tech-exit-nations-largest-business-lobby/.

7 https://www.ceres.org/news-center/press-releases/new-benchmark-analysis-us-banks-reveals-inconsistencies-between-climate.

8 https://newsroom.wf.com/English/news-releases/news-release-details/2021/Wells-Fargo-Statement-on-Voter-Rights/default.aspx.

9 https://thehill.com/business-a-lobbying/business-a-lobbying/554430-watchdog-group-launches-campaign-to-pressure?rl=1.

10 https://www.responsible-investor.com/us-lawmaker-slams-jpmorgan-wells-fargo-for-involvement-with-anti-esg-body/.

11 https://www.washingtonpost.com/climate-environment/2022/07/12/republicans-threaten-wall-street-over-climate-positions/; https://www.exposedbycmd.org/2022/02/16/republican-group-of-state-financial-officers-takes-on-woke-capitalism/.

Resolution Details

Company:

Wells Fargo & Company

Year:

2024

Issue Area:

Climate Change

Focus Area:

Climate Change

Status:

Challenged

Resolution Text

WHEREAS: Wells Fargo has established a Net Zero by 2050 goal and aligned 2030 emission reduction targets for financing activity in the auto, aviation, oil and gas, steel, and power sectors. Wells is also a Net Zero Banking Alliance member. Despite investor demand for clear disclosure of its transition plan,1 shareholders lack sufficient information as to whether Wells is on track to meet its 2030 targets.

Critically, Wells’ annual disclosures fail to disclose the impact high-emitting sectors will have on its ability to meet its 2030 targets. Independent assessments show that most companies in these sectors are failing to align with a 2030 Net Zero aligned pathway. The Transition Pathway Initiative finds no public companies in the oil and gas sector have 2030 targets aligned with a 1.5oCscenario;2 and no public auto manufacturers, besides dedicated electric vehicle manufacturers, are on a 2030 Net Zero pathway.3 The International Energy Agency states the steel sector is not on track with the Net Zero Emissions by 2050 Scenario.4

The potential for misalignment carries significant risk. If Wells fails to meet its targets, it faces the possibility of reputational harm, litigation risk (including greenwashing), and financial costs.5 Failure to meet targets also contributes to systemic climate risk that harms Wells’ and investors’ portfolios.

Wells must have a fully informed, realistic transition plan in place to meet its goals. This requires assessing its clients’ likelihood of meeting 1.5°C aligned 2030 goals. As the Institutional Investors Group on Climate Change explains, “[t]o deliver on their targets and commitments, banks should independently establish and disclose . . . protocols and strategies specific to each business activity,” and potentially “phasing out financing of inconsistent activities which present particular risks . . . while pivoting financing towards climate solutions.” Other actions may include developing criteria related to financing of misaligned clients and setting firm-wide targets to increase the share of financing, facilitation, and revenue derived from 1.5°C-aligned companies and activities.6

BE IT RESOLVED: Shareholders request that, for each of its sectors with a Net Zero aligned 2030 target, Wells Fargo annually disclose the proportion of sector emissions attributable to clients not aligned with a credible Net Zero pathway, whether this proportion of unaligned clients will prevent Wells Fargo from meeting its 2030 targets, and actions it proposes to address any such emissions reduction shortfalls.

SUPPORTING STATEMENT: Emissions attributable to unaligned clients can be measured using estimates or other appropriate method. At management discretion, the assessment should take into account all material financing mechanisms and asset classes contributing to Wells Fargo’s emissions, including direct lending, underwriting, and investments

Resolution Details

Company:

Wells Fargo & Company

Year:

2024

Issue Area:

Climate Change

Focus Area:

Climate Lobbying, Paris-Aligned Climate Lobbying

Status:

Challenged

Resolution Text

WHEREAS: According to the Fifth National Climate Assessment, weather-related disasters currently generate at least $150 billion in damages to the US per year and could cause more economic harm as temperatures continue to rise.1 The Financial Stability Oversight Council identified climate change as an emerging and increasing threat to the financial system.2

Wells Fargo & Company (“WFC”) acknowledges that “achieving net-zero GHG emissions by 2050 requires action from a host of stakeholders, including supportive government policies, public investment, shifts in business models and consumer behavior, and the commercialization of new decarbonizing technologies.”3 WFC is a member of the Net Zero Banking Alliance.4

Major companies have enormous influence and bipartisan credibility to help establish a policy environment that can avert the most dire climate risks and take advantage of this generational economic shift. WFC has committed to advocating for policies that enable client transitions to net zero emissions.5 However, WFC’s positions on and details of engagement with policymakers are unclear.6

Corporate lobbying that is inconsistent with the Paris Agreement poses escalating material risks to companies and investors.7 Trade associations and other policy organizations that speak for businesses like WFC often present major obstacles to addressing the climate crisis. WFC is a member of financial industry associations, the U.S. Chamber of Commerce, the Business Roundtable, American Bankers Association, and the Bank Policy Institute,8 which are opposing emerging sustainable finance policy, including recently objecting to California’s greenhouse gas disclosure bill, SB 253.9

WFC’s current disclosures do not adequately inform investors if or how WFC ensures its direct and indirect lobbying activities align with its net zero goal and the Paris Agreement. WFC states when it disagrees with its trade associations that it is “committed to sharing our perspective in a constructive manner10,” but this does not represent a comprehensive, public review of WFC’s memberships and climate policy positions, including how WFC addresses any policy misalignment with its net zero ambitions, nor an escalation plan for non-alignment.

RESOLVED: WFC Shareholders request that the Board of Directors analyze and report annually (at reasonable cost, omitting confidential and proprietary information) on whether and how it is aligning its lobbying and policy influence activities and positions, both direct and indirect (through trade associations, coalitions, alliances, and other organizations), with its public commitment to achieve net zero emissions by 2050–including the activities and positions analyzed, the criteria used to assess alignment, and involvement of stakeholders, if any, in the analytical process.

SUPPORTING STATEMENT: In evaluating the degree of alignment between its emissions goals and its lobbying, WFC should disclose its direct and indirect policy positions and lobbying actions with regard to climate provisions of key international, federal and state legislation and regulation. WFC should consider investor expectations described in the Global Standard on Responsible Climate Lobbying11 as a useful resource for implementation.

1 https://nca2023.globalchange.gov/chapter/19/#key-message-1

2 https://home.treasury.gov/news/press-releases/jy0426

3 https://www08.wellsfargomedia.com/assets/pdf/about/corporate-responsibility/climate-disclosure.pdf

4 https://newsroom.wf.com/English/news-releases/news-release-details/2021/Wells-Fargo-Joins-Net-Zero-Banking-Alliance/default.aspx

5 https://newsroom.wf.com/English/news-releases/news-release-details/2021/Wells-Fargo-Sets-Goal-to-Achieve-Net-Zero-Greenhouse-Gas-Emissions-by-2050/default.aspx

6 https://www.ceres.org/accelerator/responsible-policy-engagement/database/wells-fargo

7 https://www.occ.gov/news-issuances/speeches/2021/pub-speech-2021-116.pdf?source=email

8 https://www.wellsfargo.com/about/corporate-responsibility/government-relations/

9 https://www.ceres.org/sites/default/files/reports/202308/Responsible%20Policy%20Engagement%20Benchmarking% 20for%20Banks.pdf

10 https://www.wellsfargo.com/about/corporate-responsibility/government-relations/

11 https://climate-lobbying.com/wp-content/uploads/2022/03/2022_global-standard-responsibleclimate-lobbying_APPENDIX.pdf

Resolution Details

Company:

Wells Fargo & Company

Year:

2024

Issue Area:

Human Rights & Worker Rights

Focus Area:

Collective Bargaining/Unionization, Right To Organize/Unions

Status:

Challenged

Resolution Text

RESOLVED: Shareholders urge the Board of Directors of Wells Fargo & Company (“Wells Fargo”) to commission and oversee an independent, third-party assessment of Wells Fargo’s respect for the internationally recognized human rights of freedom of association and collective bargaining. The assessment should evaluate management interference when employees seek to form or join trade unions as well as recommend steps to remedy any practices that are inconsistent with Wells Fargo’s international human rights obligations. The assessment, prepared at reasonable cost and omitting legally privileged, confidential, or proprietary information, should be publicly disclosed on Wells Fargo’s website.

SUPPORTING STATEMENT

Freedom of association and collective bargaining are internationally recognized human rights according to the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work and the United Nations’ Universal Declaration of Human Rights. However, Wells Fargo’s Human Rights Statement, Code of Ethics and Business Conduct, and Supplier Code of Conduct are silent on Wells Fargo’s obligations to respect these internationally recognized human rights.

In February 2022, Wells Fargo published “Priority Recommendations of the Wells Fargo Human Rights Impact Assessment and Actions in Response” that summarized a human rights impact assessment performed by a third party law firm. The recommendations stated “Wells Fargo should consider prioritizing the issuance of a comprehensive human rights policy and providing training to the bank’s leadership and senior management regarding the [United Nations Guiding Principles on Business and Human Rights].”

In 2022, Wells Fargo CEO Charles Scharf told Congress that Wells Fargo would not commit to remain neutral if Wells Fargo’s employees seek to unionize.1 In 2023, various unfair labor practice charges were pending before the National Labor Relations Board alleging that Wells Fargo had violated its employees’ rights.2 Wells Fargo has agreed to settle one of these unfair labor practice charges.3 Meanwhile, a Wells Fargo internal presentation revealed that management has been tracking employees’ union organizing efforts.4

This resolution may help address human rights risks at Wells Fargo’s operations in other countries. Wells Fargo’s largest international operations are in India and the Philippines. The 2023 ITUC Global Rights Index rated India and the Philippines as countries with no guarantee of rights, explaining that such countries are “the worst countries in the world to work in. While the legislation may spell out certain rights, workers have effectively no access to these rights and are therefore exposed to autocratic regimes and unfair labour practices.”5

1“Wells Fargo to Beef Up Labor Relations Staff Amid Union Campaign,” Bloomberg Law, June 26, 2023, https://news.bloomberglaw.com/banking-law/wells-fargo-to-beef-up-labor-relations-staff-amid-union-campaign.
2“Wells Fargo Illegally Restricted Union Activism, US Labor Board Officials Allege,” Bloomberg, August 10, 2023, https://www.bloomberg.com/news/articles/2023-08-10/wells-fargo-bank-illegally-restricted-union-activism- nlrb-officials-allege.
3 “Wells Fargo Reaches Settlement in Union Retaliation Case,” Bloomberg Law, May 3, 2023, https://news.bloomberglaw.com/banking-law/wells-fargo-reaches-settlement-in-union-retaliation-case.
4 “Wells Fargo Privately Worries Union “Resurgence” Could Reach Its Workers Next,” Bloomberg, April 17, 2023, https://www.bloomberg.com/news/articles/2023-04-17/wells-fargo-privately-worries-union-resurgence-could-reach- its-workers-next.
5 2023 ITUC Global Rights Index, International Trade Union Confederation, 2023, https://www.ituc-csi.org/ituc- global-rights-index-2023.

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