SAN FRANCISCO–(BUSINESS WIRE)–lt;a href=”https://twitter.com/hashtag/InvestorAlert?src=hash” target=”_blank”gt;#InvestorAlertlt;/agt;–IN RE WELLS FARGO & COMPANY SHAREHOLDER DERIVATIVE LITIGATION, Lead Case
No. 3:16-cv-05541-JST (N.D. Cal.)
TO: ALL RECORD AND BENEFICIAL OWNERS OF WELLS FARGO & COMPANY COMMON
STOCK AS OF FEBRUARY 26, 2019 (THE “RECORD DATE”), WHO CONTINUE TO OWN
SUCH SHARES (“WELLS FARGO SHAREHOLDERS”)
YOU ARE HEREBY NOTIFIED, that pursuant to an Order of the United States
District Court for the Northern District of California, a hearing will
be held on August 1, 2019, at 2 p.m., before the Honorable Jon S. Tigar,
United States District Judge, at the United States District Court for
the Northern District of California, 450 Golden Gate Avenue, San
Francisco, California 94102, for the purpose of determining whether the
proposed settlement of the above captioned derivative action (the
“Derivative Action”), with a total settlement value of $320 million (as
described below), should be approved as fair, reasonable and adequate,
and whether a judgment dismissing the Defendants (as identified in the
Stipulation of Settlement (“Stipulation”)) from the Derivative Action
with prejudice should be entered. As part of the hearing, the Court will
consider an application by Co-Lead Counsel in the Derivative Action for
an award of attorneys’ fees not to exceed $68 million and reimbursement
awards for Co-Lead Plaintiffs to be paid from Co-Lead Counsel’s
attorneys’ fees not to exceed $25,000. Because this is a shareholder
derivative action brought for the benefit of Wells Fargo, no
individual Wells Fargo shareholder has the right to receive any
individual compensation as a result of the settlement of this
action.
The benefits to the Company of the proposed Settlement, which is subject
to Court approval, include Monetary Consideration of $240 million in
value. Wells Fargo also agrees and acknowledges that facts alleged in
the Derivative Action were a significant factor in causing (i) certain
corporate governance changes undertaken by Wells Fargo during the
pendency of the Derivative Action (the “Corporate Governance Reforms”) (see
Stipulation Ex. A), which include improvement to Wells Fargo’s
internal controls, internal reporting, and expanded and enhanced
oversight of risk management by Wells Fargo’s Board of Directors; and
(ii) certain remedial steps with respect to compensation reductions and
forfeitures undertaken by Wells Fargo during the pendency of the
Derivative Action (the “Clawbacks”) (see Stipulation Ex. B). The
Parties agreed that the Corporate Governance Reforms and the Clawbacks
set forth in Exhibits A and B to the Stipulation have a value to Wells
Fargo of $80 million, for a total Settlement value to Wells Fargo of
$320 million, not including the Co-Lead Plaintiffs’ counsel’s fee award.
IF YOU ARE AN OWNER OF WELLS FARGO COMMON STOCK, YOUR RIGHTS MAY BE
AFFECTED BY THE SETTLEMENT. A more detailed form of notice describing the
Settlement has been published as a Current Report on Form 8-K
filed with the Securities and Exchange Commission, has been
published on Wells Fargo’s company website at https://www.wellsfargo.com/assets/pdf/about/investor-relations/sec-filings/2019/federal-settlement-notice.pdf,
and is also available, as is the Stipulation and other relevant
documents, at wellsfargoderivativesettlement.com.
More information is also available by calling 1-888-334-6164.
Inquiries, other than requests for the detailed form of notice, may be
made to a representative of Co-Lead Counsel. Should you have any other
questions regarding the proposed Settlement or the Derivative Action,
please contact Co-Lead Counsel for Plaintiffs:
LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP
Richard M.
Heimann
Katherine C. Lubin
Michael K. Sheen
415-956-1000
275
Battery Street, 29th Floor
San Francisco, CA 94111-3339
SAXENA WHITE P.A.
Maya Saxena
Joseph E. White, III
Lester
R. Hooker
561-394-3399
150 East Palmetto Park Road, Suite 600
Boca
Raton, FL 33432
Wells Fargo shareholders who have no objection to the Settlement do not
need to appear at the final approval hearing or take any action.
If you wish to object to any aspect of the Settlement, the Fee
Application, the Reimbursement Awards, or the Final Judgment and Order
of Dismissal (as defined in the Stipulation), you must provide in
writing your full name, appropriate proof of your Wells Fargo stock
ownership as of the Record Date, the basis for your objection, and your
signature. You may not ask the Court to order a larger settlement; the
Court can only approve or deny the Settlement. You may also appear at
the Settlement Hearing on August 1, 2019, either in person or through
your own attorney.
If you appear through your own attorney, you are responsible for paying
that attorney. All written objections and supporting papers must: (a)
clearly identify the case name and number (In re Wells Fargo &
Company Shareholder Derivative Litigation, 3:16-cv-05541-JST (N.D.
Cal.)); (b) be submitted to the Court either by mailing them to the
Clerk of the Court for the United States District Court for the Northern
District of California, 450 Golden Gate Avenue, Box 36060, San
Francisco, CA 94102, or by filing them in person at any location of the
United States District Court for the Northern District of California;
and (c) be filed or postmarked on or before twenty-one (21) calendar
days prior to the Settlement Hearing.
PLEASE DO NOT CALL OR WRITE THE COURT OR THE CLERK OF THE COURT
REGARDING THIS NOTICE.
DATED: May 14, 2019
BY ORDER OF THE UNITED STATES DISTRICT COURT
FOR
THE NORTHERN DISTRICT OF CALIFORNIA
Contacts
Richard M. Heimann
Lieff Cabraser Heimann & Bernstein, LLP
(415)
956-1000
[email protected]
Joseph E. White, III
Saxena White P.A
(561) 394-3399
[email protected]
