Attached files
Exhibit 3.2
CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATIONS
WITH RESPECT TO THE
FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL
CLASS A PREFERRED STOCK, SERIES K
OF
WELLS FARGO & COMPANY
Pursuant to Section 151 of the General
Corporation Law of the State of Delaware
The undersigned DOES HEREBY CERTIFY as follows:
1. | Resolutions were adopted by the Securities Committee of the Board of Directors of Wells Fargo & Company, a Delaware corporation (the Company), which resolutions are set forth in a Certificate of Designations filed with the Secretary of State of the State of Delaware on December 30, 2008, providing for and authorizing the issuance of 3,500,000 shares of the Companys Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series K (the Series K Preferred Stock); |
2. | None of the authorized shares of the Companys Series K Preferred Stock are outstanding and none will be issued subject to the Certificate of Designations previously filed on December 30, 2008 with the Secretary of State of the State of Delaware with respect to such series; |
3. | The following resolutions were duly adopted by the Securities Committee I of the Board of Directors of the Company pursuant to the written consent of the Securities Committee I duly adopted on October 26, 2020: |
WHEREAS, resolutions were adopted by the Securities Committee of the Board of Directors of Wells Fargo & Company, a Delaware corporation (the Company), which resolutions are set forth in a Certificate of Designations (the Series K Certificate of Designations) filed with the Secretary of State of the State of Delaware on December 30, 2008, providing for and authorizing the issuance of 3,500,000 shares of the Companys Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series K (the Series K Preferred Stock);
WHEREAS, on September 16, 2019, 1,550,000 shares of the Series K Preferred Stock were redeemed by the Company.
WHEREAS, on March 16, 2020, 1,802,000 shares of the Series K Preferred Stock, constituting all of the remaining issued and outstanding shares of Series K Preferred Stock, were redeemed by the Company.
NOW THEREFORE BE IT
RESOLVED that no shares of the Series K Preferred Stock are outstanding and none will be issued subject to the Series K Certificate of Designations.
RESOLVED that all matters set forth in the Series K Certificate of Designations with respect to the Series K Preferred Stock be eliminated from the Certificate of Incorporation of the Company.
RESOLVED that the President, any Senior Executive Vice President, any Executive Vice President, any Senior Vice President, the Treasurer, any Assistant Treasurer, the Secretary and any Assistant Secretary of the Company, and each of them, are hereby authorized and directed to file a Certificate with the office of the Secretary of State of the State of Delaware setting forth a copy of these resolutions whereupon all matters set forth in the Series K Certificate of Designations with respect to the Series K Preferred Stock shall be eliminated from the Certificate of Incorporation of the Company.
[Signature Page Follows]
IN WITNESS WHEREOF, WELLS FARGO & COMPANY has caused this Certificate to be signed by Le Roy Davis, its Senior Vice President and Assistant Treasury, and attested by John J. Muller, its Assistant Secretary, this 27th day of October, 2020.
WELLS FARGO & COMPANY | ||
By | /s/ Le Roy Davis | |
Senior Vice President and | ||
Assistant Treasurer |
ATTEST: |
/s/ John J. Muller |
Assistant Secretary |
[As filed with the Delaware Secretary of State on October 27, 2020]