WFC Wells Fargo and Company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 28, 2015

WELLS FARGO & COMPANY

(Exact Name of Registrant as Specified in Its Charter)

420 Montgomery Street, San Francisco, California 94104

(Address of Principal Executive Offices) (Zip Code)

1-866-249-3302

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On July 28, 2015, the Human Resources Committee (the “Committee”) of the Board of Directors of Wells Fargo & Company (the “Company”) granted to each of John R. Shrewsberry, Senior Executive Vice President and Chief Financial Officer, David M. Carroll, Senior Executive Vice President and head of Wealth, Brokerage and Retirement, Avid Modjtabai, Senior Executive Vice President and head of Consumer Lending, Timothy J. Sloan, Senior Executive Vice President and head of Wholesale Banking, Carrie L. Tolstedt, Senior Executive Vice President and head of Community Banking, and certain other senior executives of the Company, long-term Restricted Share Rights (“RSRs”) under the Company’s Long-Term Incentive Compensation Plan.

Consistent with the Company’s compensation principles to pay for performance, attract and retain top executive talent, and encourage the creation of long-term stockholder value, the Committee granted the RSR awards as part of an overall, balanced mix of competitive pay for these executives following an evaluation of the compensation of the Company’s senior executives and their contributions to the Company’s strong performance. The awards will vest in equal installments over four years beginning on the first anniversary of the grant date.

The following table shows the number of RSRs granted to each of the executives named below:

The RSRs are subject to performance-based vesting conditions that give the Committee full discretion to cancel all or a portion of these awards if, among other things, the Company experiences a significant downturn in financial performance, material failure of risk management or the executive engages in misconduct or commits a material error that causes or might reasonably be expected to cause significant financial or reputational harm to the Company or the executive’s business group. Each of the executives will forfeit the RSRs if he or she terminates employment with the Company prior to the vesting date for the RSRs, other than because of death, involuntary termination in connection with a disability, displacement or divestiture, or retirement if the executive is or would become retirement eligible during the vesting period. Upon an executive’s qualifying retirement prior to the vesting date for the RSRs, the award will vest upon the scheduled vesting date provided the executive meets certain additional vesting conditions following termination of employment through such vesting date. Those additional conditions are complying with the terms of an agreement with the Company regarding non-disclosure of trade secrets and other confidential information and the non-solicitation of team members and customers.

In addition, the Committee required as a condition to receiving the awards, that each of the executives agree to hold, while employed by the Company and for at least one year after retirement, shares of Company common stock equal to at least 50% of the after-tax shares (assuming a 50% tax rate) acquired upon vesting and settlement of the RSRs. The Committee may reduce, delay vesting, modify, revoke, cancel, impose additional conditions and restrictions on or recover all or a portion of the awards if the Committee deems it necessary or advisable to comply with applicable laws, rules or regulations. In addition, the awards are subject to any applicable recoupment or “clawback” policies of the Company, as

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amended from time to time, and any applicable recoupment or clawback requirements imposed under laws, rules and regulations. The RSRs include the right to receive dividend equivalents to be reinvested in Company common stock in the form of additional RSRs. The additional RSRs will be distributed in shares of Company common stock when, and if, the underlying RSRs vest and are distributed.

For more information about the grant terms, refer to the form of Restricted Share Rights Award Agreement filed as Exhibit 10(a) to this report and incorporated herein by reference. The foregoing description of the terms and conditions of the RSR grants is qualified in its entirety by reference to such exhibit.

Information about the 2015 total compensation of the Company’s named executive officers, as determined under SEC rules, will be disclosed in the Company’s 2016 proxy statement.

(d) Exhibits.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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