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Los Angeles Times
Los Angeles Times
Business
James Rufus Koren

Wells Fargo investors send 'message of dissatisfaction' in narrow board vote

All Wells Fargo & Co. board members were re-elected Tuesday at the company's annual meeting, though with markedly lower support than in previous years.

At least one member scraped by with 53 percent of the vote. The bank's three newest members _ including Chief Executive Timothy Sloan _ each received 99 percent of the vote, but no other director received more than 80 percent, the bank said in a statement.

At last year's meeting, every board member got at least 94 percent.

Chairman Stephen Sanger called the vote a "clear message of dissatisfaction." Just 56 percent of shareholders cast their ballots for Sanger, who took over as the bank's chairman last year and had previously been its lead independent director.

Other directors who received less than 60 percent of shareholders' support are Enrique Hernandez Jr., Cynthia H. Milligan and Federico F. Pena.

Sanger, Milligan and Hernandez have all been on the board for more than a decade; Milligan is the longest-tenured director, having joined the board in 1992.

Scott Siefers, an analyst with investment bank Sandler O'Neill, said the vote tally was remarkable for a major bank.

"I can't recall a time in my career, and I've been doing this for 20 years, when a director has received anything less than the overwhelming majority of support," he said. "I have to imagine (board members) understand these results are atypical."

The results are preliminary and final results will be disclosed in a regulatory filing.

Previously, Sanger had opened the meeting of the San Francisco-based institution with an apology for violating customers' trust by opening accounts without authorization. But he said the bank has implemented reforms to ensure that doesn't happen again.

"We know these issues are not what you expect from us," Sanger told investors gathered at a resort hotel outside Jacksonville, Fla.

Within the first hour of the meeting, the proceedings were interrupted three times by angry attendees who railed against the bank and demanded answers from the board.

Sanger called for a brief recess after one attendee, Bruce Marks, chief executive of advocacy group Neighborhood Assistance Corp. of America, demanded that board members explain what they knew about unethical sales practices and when they knew it. He refused to allow the meeting to proceed.

When the meeting resumed, Sanger said Marks had been removed after he had approached the board members.

Later on, during a question-and-answer period, bank customers and former employees raised a bevy of issues, ranging from mistreatment by bosses to allegations of unethical mortgage practices and predatory lending targeted at seniors.

In September, the bank agreed to pay $185 million to regulators in connection with the practices, which resulted in as many as 2.1 million checking, savings and credit card accounts opened without customers' consent.

This month, the bank said it would pay $142 million to settle a customer class-action lawsuit. It also remains under investigation by federal and state agencies, including the Justice Department and the California attorney general's office.

A 2013 Los Angeles Times investigation found that bank employees were driven to open the accounts because of onerous sales goals.

All 15 of the bank's board members were up for re-election, and two firms that advise major shareholders on how to vote recommended voting against many of the board members, saying they failed to prevent the bank's accounts scandal.

Institutional Shareholder Services recommended votes against all 12 members of the audit, risk and human resources committees, which the advisory firm said failed to provide "sufficient timely and effective risk oversight."

Wells Fargo board members called the recommendation "extreme and unprecedented," and said the firm had not taken into account all of the board's actions over the last several months.

That includes firing several regional executives and revoking compensation from former bank Chairman and Chief Executive John Stumpf and Carrie Tolstedt, who led the Wells Fargo community banking division that's at the heart of the accounts scandal. Stumpf resigned, and Tolstedt was fired last year.

"Your Wells Fargo is on the right track," Chief Executive Timothy Sloan said in his opening remarks at the meeting.

Several major shareholders announced earlier they had voted against many of the board members.

The New York State Common Retirement Fund, a pension fund that manages $186 billion in assets and owns more than 13 million Wells Fargo shares, voted against all but the bank's two newest board members _ Karen Peetz and Ronald Sargent, who joined the board this year.

"The systemic breakdown that allowed these abuses to take place demands new leadership," New York State Comptroller Thomas DiNapoli said in a statement.

California Treasurer John Chiang, who sits on the boards of the California State Teachers' Retirement System and the California Public Employees' Retirement System, said last week that he was pushing the pension funds to vote against seven board members, including Sanger, who took over as chairman after Stumpf resigned.

In a statement Friday, CalSTRS, which owns nearly 10 million Wells Fargo shares, said it had voted against nine board members, including Sanger.

CalPERS is voting against nine members.

The bank's biggest shareholder, Warren Buffett's Berkshire Hathaway, which owns about 10 percent of the bank's shares, said it was voting in favor of all board members.

ISS recommended voting against Sanger, Hernandez, Milligan, Pena, John Baker II, James Quigley, Susan Swenson, Suzanne Vautrinot, Lloyd H. Dean, Elizabeth Duke, John Chen and Donald James.

Another shareholder advisory firm, Glass Lewis, recommended voting against Baker, Dean, Hernandez and Milligan, members of the bank's corporate responsibility committee, which is charged with overseeing reputation risk and customer complaints. The firm said the committee members failed to fulfill their duties.

The firm also recommended voting against board members Chen and Swenson, saying they serve on too many other corporate boards.

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