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 (Date of earliest event reported): April 21, 2020

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $.01 par value per share	USB	New York Stock Exchange
Depositary Shares (each representing 1/100th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock, par value $1.00)	USB PrA	New York Stock Exchange
Depositary Shares (each representing 1/1,000th interest in a share of Series B Non-Cumulative Perpetual Preferred Stock, par value $1.00)	USB PrH	New York Stock Exchange
Depositary Shares (each representing 1/1,000th interest in a share of Series F Non-Cumulative Perpetual Preferred Stock, par value $1.00)	USB PrM	New York Stock Exchange
Depositary Shares (each representing 1/1,000th interest in a share of Series H Non-Cumulative Perpetual Preferred Stock, par value $1.00)	USB PrO	New York Stock Exchange
Depositary Shares (each representing 1/1,000th interest in a share of Series K Non-Cumulative Perpetual Preferred Stock, par value $1.00)	USB PrP	New York Stock Exchange
0.850% Medium-Term Notes, Series X (Senior), due June 7, 2024	USB/24B	New York Stock Exchange

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 5.07 Submission of Matters to a Vote of Security Holders.

U.S. Bancorp (the “Company”) held its 2020 annual meeting of shareholders on Tuesday, April 21, 2020. Shareholders considered three proposals at the meeting, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 10, 2020 (the “Proxy Statement”). The final voting results are reported below.

Proposal I: Election of thirteen directors to serve for a one-year term until the 2021 annual meeting of shareholders.

The Company’s shareholders elected each of the thirteen nominees for director, and the voting results are set forth below:


Name	For		Against		Abstentions		Broker Non-Votes
Warner L. Baxter		1,137,731,036		5,450,502		3,237,914		173,979,390
Dorothy J. Bridges		1,139,560,916		3,956,130		2,902,406		173,979,390
Elizabeth L. Buse		1,139,195,140		4,288,022		2,936,290		173,979,390
Marc N. Casper		1,132,624,450		10,625,337		3,169,665		173,979,390
Andrew Cecere		1,079,316,097		59,954,155		7,149,200		173,979,390
Kimberly J. Harris		1,131,990,597		11,544,286		2,884,569		173,979,390
Roland A. Hernandez		1,111,569,749		31,365,884		3,483,819		173,979,390
Olivia F. Kirtley		1,117,162,239		26,333,131		2,924,082		173,979,390
Karen S. Lynch		1,139,979,611		3,526,733		2,913,108		173,979,390
Richard P. McKenney		1,132,262,307		3,533,874		10,623,271		173,979,390
Yusuf I. Mehdi		1,138,523,113		4,494,873		3,401,466		173,979,390
John P. Wiehoff		1,123,336,094		19,419,315		3,664,043		173,979,390
Scott W. Wine		1,111,317,091		31,611,594		3,490,767		173,979,390

Proposal II: Ratification of the selection of Ernst & Young LLP as the Company’s independent auditor for the 2020 fiscal year.

The Company’s shareholders ratified the selection of Ernst & Young LLP, and the voting results are set forth below:


For	Against	Abstentions	Broker Non-Votes
1,286,473,345	31,256,191	2,669,306	—

Proposal III: Advisory vote to approve the compensation of the Company’s executive officers as disclosed in the Proxy Statement.

The Company’s shareholders gave advisory approval of the compensation of the Company’s executive officers as disclosed in the Proxy Statement, and the voting results are set forth below:


For	Against	Abstentions	Broker Non-Votes
1,098,224,428	40,818,462	7,376,562	173,979,390


u.s. bancorp

By:		/s/ James L. Chosy
		James L. Chosy Senior Executive Vice President and General Counsel