8-K

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: June 18, 2018

(Date of earliest event reported)

U.S. BANCORP

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-6880	41-0255900
(Commission file number)	(IRS Employer Identification No.)

800 Nicollet Mall

Minneapolis, Minnesota 55402

(Address of principal executive offices, including zip code)

(651) 466-3000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 18, 2018, the Board of Directors of U.S. Bancorp (the “Company”) elected Elizabeth L. Buse and Yusuf I. Mehdi as directors of the Company, effective immediately. Ms. Buse will serve on the Audit and the Capital Planning Committees. Mr. Mehdi will serve on the Public Responsibility and the Risk Management Committees. They will each receive compensation in accordance with the Company’s standard compensation arrangements for non-employee directors, which are described under the heading “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 6, 2018.

A copy of the press release issued by the Company on June 18, 2018, announcing Ms. Buse’s and Mr. McKenney’s elections to the Board of Directors is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

99.1 Press release dated June 18, 2018

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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.

U.S. BANCORP
By:	/s/ James L. Chosy
	James L. Chosy Executive Vice President and General Counsel

Date: June 18, 2018

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EX-99.1

Exhibit 99.1

Elizabeth L. Buse and Yusuf I. Mehdi Join U.S. Bancorp Board of Directors

MINNEAPOLIS, MN (June 18, 2018) – U.S. Bancorp announced today that its Board of Directors has elected Elizabeth L. Buse and Yusuf I. Mehdi as directors of the company, effective immediately.

Ms. Buse, 57, is the former Chief Executive Officer of Monitise PLC, a global mobile banking and payments company based in the UK. She served as Co-Chief Executive Officer and Chief Executive Officer of Monitise during 2014 and 2015, after retiring from Visa, Inc, the world’s largest payment network, as Executive Vice President of Global Services. She held various senior leadership positions during her 16-year tenure at Visa, Inc.

“Elizabeth has deep expertise within the financial services industry, and specifically related to payments, that is extremely relevant to our Board,” said Andy Cecere, chairman, president and CEO of U.S. Bancorp. “Her experience as the CEO of a global financial services technology company gives her valuable leadership insight and broad perspective on complex issues facing our company.”

Mr. Mehdi, 51, is the Corporate Vice President of the Modern Life and Devices Group of Microsoft Corporation, representing the Windows, Surface, Office and Bing businesses. A 26-year veteran of Microsoft, Mehdi previously served as the company’s Corporate Vice President of Windows and Devices Group as well as the Corporate Vice President and Chief Marketing and Strategy Officer of its Interactive Entertainment Division, including Xbox, among other leadership positions.

“With extensive consumer experience at a large multinational company, Yusuf brings valuable retail business knowledge to our Board,” said Cecere. “His work in a technology-focused industry, that must adapt its strategy and offerings extremely quickly to respond to changes in customer expectations, will serve us well in our work to bring our whole bank to our customers. We are delighted that Elizabeth and Yusuf have joined our Board and look forward to working with them and benefiting from their diverse knowledge and experiences.”

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Contact:

Stacey Wempen, U.S. Bank Public Affairs & Communications

stacey.wempen@usbank.com | 612.303.7620

About U.S. Bank

U.S. Bancorp, with 74,000 employees and $460 billion in assets as of March 31, 2018, is the parent company of U.S. Bank, the fifth-largest bank in the United States. The Minneapolis-based bank blends its branch and ATM network with mobile and online tools that allow customers to bank how, when and where they prefer. U.S. Bank is committed to serving its millions of retail, business, wealth management, payment, commercial and corporate, and investment services customers across the country and around the world as a trusted financial partner, a commitment recognized by the Ethisphere Institute naming the bank a 2018 World’s Most Ethical Company. Visit U.S. Bank online or follow on social media to stay up to date with company news.