UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 19, 2022, U.S. Bancorp (the “Company”) filed with the Secretary of State of the State of Delaware the following:
1. | a Certificate of Elimination which, effective upon filing, eliminated from the Company’s Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to the Company’s Series F Non-Cumulative Perpetual Preferred Stock (the “Series F Preferred Stock”); |
2. | a Certificate of Elimination which, effective upon filing, eliminated from the Company’s Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to the Company’s Series H Non-Cumulative Perpetual Preferred Stock (the “Series H Preferred Stock”); and |
3. | a Certificate of Elimination which, effective upon filing, eliminated from the Company’s Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to the Company’s Series I Non-Cumulative Perpetual Preferred Stock (the “Series I Preferred Stock”). |
No shares of the Series F Preferred Stock, Series H Preferred Stock or Series I Preferred Stock were issued and outstanding at the time of the filing of the applicable Certificate of Elimination. Copies of the Certificate of Elimination with respect to the Series F Preferred Stock, Certificate of Elimination with respect to the Series H Preferred Stock and Certificate of Elimination with respect to the Series I Preferred Stock are attached as Exhibits 3.1, 3.2 and 3.3, respectively, to this Current Report on Form 8-K and are incorporated into this Item 5.03 by reference.
On April 19, 2022, the Company filed a Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to reflect the elimination of the Series F Preferred Stock, Series H Preferred Stock and Series I Preferred Stock and to otherwise restate and integrate the Restated Certificate of Incorporation of the Company as previously restated, amended and supplemented. The Restated Certificate of Incorporation is attached hereto as Exhibit 3.4 and is incorporated into this Item 5.03 by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
3.1 | Certificate of Elimination of Series F Non-Cumulative Perpetual Preferred Stock. | |
3.2 | Certificate of Elimination of Series H Non-Cumulative Perpetual Preferred Stock. | |
3.3 | Certificate of Elimination of Series I Non-Cumulative Perpetual Preferred Stock. | |
3.4 | Restated Certificate of Incorporation. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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 | ||||||
Senior Executive Vice President and General Counsel |
Date: April 20, 2022
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