WELLS FARGO & COMPANY/MN - FORM 8-K - EX-3.3 - CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATIONS SERIES I - March 16, 2021

Attached files

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EX-3.2 - CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATIONS SERIES W - WELLS FARGO & COMPANY/MNd152535dex32.htm
EX-3.1 - CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATIONS SERIES P - WELLS FARGO & COMPANY/MNd152535dex31.htm
8-K - 8-K - WELLS FARGO & COMPANY/MNd152535d8k.htm

Exhibit 3.3

CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATIONS

WITH RESPECT TO THE

CLASS A PREFERRED STOCK, SERIES I

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 25,010 shares of the Company’s Class A Preferred Stock, Series I (the “Series I Preferred Stock”);

 

2.

All outstanding shares of Series I Preferred were redeemed by the Company on March 15, 2021 and none of the authorized shares of the Company’s Series I 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 Securities Committee I of the Board of Directors of the Company pursuant to the written consent of Securities Committee I duly adopted on February 9, 2021:

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 I 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 25,010 shares of the Company’s Class A Preferred Stock, Series I (the “Series I Preferred Stock”);

WHEREAS, on March 15, 2021, all 25,010 issued and outstanding shares of the Series I Preferred Stock will be redeemed by the Company (the “Series I Redemption”).

NOW THEREFORE BE IT

RESOLVED that, after the Series I Redemption, no shares of the Series I Preferred Stock are outstanding and none will be issued subject to the Series I Certificate of Designations.

RESOLVED that, after the Series I Redemption, all matters set forth in the Series I Certificate of Designations with respect to the Series I Preferred Stock be eliminated from the Certificate of Incorporation of the Company.

RESOLVED that, after the Series I Redemption, 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 I Certificate of Designations with respect to the Series I 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 Bryant Owens, its Senior Vice President and Assistant Treasurer, and attested by John J. Muller, its Assistant Secretary, this 16th day of March, 2021.

 

WELLS FARGO & COMPANY  
By       /s/ Bryant Owens                                                               
      Senior Vice President and  
      Assistant Treasurer  

ATTEST:

 

            /s/ John J. Muller                            
                Assistant Secretary