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Wachovia shareholders OK Wells deal
2008-12-26
Wachovia Corp.Õs shareholders approved the companyÕs merger with Wells Fargo & Co. at a relatively sedate shareholder meeting Tuesday morning, clearing the way for the deal to close next week.The proposal passed overwhelmingly, with 76 percent of the votes cast in favor of the deal. That included preferred stock that Wachovia issued to Wells as part of the deal, giving the San Francisco company 39.9 percent of WachoviaÕs voting power, St. Louis Business Journal reported. Security was tight at the meeting, held in a packed ballroom at the Hilton hotel next door to WachoviaÕs Charlotte, N.C., headquarters. Most of the companyÕs board of directors was absent, however, and Chief Executive Bob Steel told the audience that the day was one of a Òvariety of emotions,Ó including disappointment that Wachovia (NYSE:WB) wonÕt survive as an independent company. He expressed some excitement about the combination, along with some relief that employees could move forward and focus on their jobs Òwithout the overhanging pressure of balance-sheet challenges.Ó Wachovia announced its $15.1 billion sale to Wells in October, under pressure from federal regulators, who first brokered a deal with Citigroup (NYSE:C) and suggested they would seize Wachovia if it failed to find a merger partner. Wachovia and its share price had been sagging under the weight of a $120 billion portfolio of option-adjustable-rate mortgages the bank inherited in its 2006 acquisition of Golden West Financial Corp. Only a few shareholders spoke at the meeting. One of those was activist John Moore, who criticized WachoviaÕs board. Although Wells plans to take three or four members of WachoviaÕs board onto its own, Moore suggested none of the Wachovia directors were fit to serve, given the bankÕs plight. ÒWith this record of total capitulation to management and a failure at fiscal responsibility É how can any member of this board be considered to join the board of Wells Fargo?Ó he asked. Jaronica Howard, a shareholder and Wachovia employee, urged board members to do what they could to take care of the bankÕs employees and the Charlotte community and to remember the pride with which WachoviaÕs employees have served. Her remarks earned her a loud round of applause from the audience. ÒThose are powerful words,Ó Steel said. Wachovia's brokerage unit, Wachovia Securities , is based in St. Louis and employs 4,800 people.
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