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): January 18, 2016

U.S. Bancorp
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-6880	41-0255900
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
800 Nicollet Mall, Minneapolis, Minnesota		55402
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 651-466-3000

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))

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

On January 19, 2016, U.S. Bancorp announced the promotion of Andrew Cecere, 55, to the position of President and Chief Operating Officer of U.S. Bancorp and U.S. Bank National Association ("U.S. Bank"), its principal banking subsidiary, effective as of January 18, 2016. Mr. Cecere had been serving as Vice Chairman and Chief Operating Officer of U.S. Bancorp and U.S. Bank. Mr. Cecere will continue to report to Richard K. Davis, Chairman and Chief Executive Officer of U.S. Bancorp and U.S. Bank. Mr. Davis had also been serving as President.

In connection with his promotion, Mr. Cecere will receive an increase in his base salary to an annualized base salary of $800,000. Mr. Cecere will be eligible to receive an annual cash incentive award with a target value of 150% of his base salary. Mr. Cecere will receive his annual long-term equity award, valued at $5,775,000 as of the grant date of February 18, 2016, which will be granted 75% in the form of performance-based restricted stock units and 25% in the form of nonqualified stock options. Additional information about U.S. Bancorp’s executive compensation program can be found in its 2015 proxy statement.

During 2015, U.S. Bancorp and its banking and investment subsidiaries engaged in transactions in the ordinary course of business with Mr. Cecere and certain of his family members, and the entities with which they are associated. All loans and loan commitments and any transactions involving other financial products and services in connection with these transactions were made in the ordinary course of business, on substantially the same terms, including current interest rates and collateral, as those prevailing at the time for comparable transactions with others not related to U.S. Bancorp’s banking and investment subsidiaries and did not involve more than the normal risk of collectibility or present other unfavorable features.

During 2015, U.S. Bank also paid Little & Co., a design and branding agency, approximately $2.8 million in professional fees for brand strategy and design work. The President of Little & Co. is the brother of Mr. Cecere. The selection of Little & Co. was made based on U.S. Bank’s regular sourcing and competitive bidding process, without the involvement of Mr. Cecere. The fees paid to Little & Co. were negotiated on an arm’s length basis and were not material to U.S. Bank’s 2015 marketing and advertising expense. The branding work will conclude in 2016, and U.S. Bank does not intend to continue the engagement or to have Little & Co. bid for future work, in order to avoid the appearance of any conflict of interest with Mr. Cecere.

A copy of the press release issued by the Company on January 19, 2016, announcing the promotion of Mr. Cecere is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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
January 22, 2016	By:	/s/ James L. Chosy
		Name: James L. Chosy
		Title: Executive Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release dated January 19, 2016

EX-99.1

News Release

U.S. Bancorp Promotes Andrew Cecere to President

MINNEAPOLIS – Jan. 19, 2016 – U.S. Bancorp (NYSE: USB), parent company of U.S. Bank, the fifth largest commercial bank in the United States, announced today that Andrew Cecere, currently Vice Chairman and Chief Operating Officer (COO), has been promoted to President. As President and Chief Operating Officer, Cecere will continue his responsibilities for U.S. Bank’s core lines of business: Consumer and Small Business Banking, Wholesale Banking and Commercial Real Estate, Payment Services, and Wealth Management and Securities Services. Cecere will continue to report to Richard Davis, Chairman and Chief Executive Officer, U.S. Bank.

“Promoting Andy to President is a logical next step in his executive progression,” Davis said. “He has demonstrated years of steady leadership and has earned the confidence of the Board and the respect of his colleagues. He has a 30-year track record of delivering outstanding results. As Chief Operating Officer, he has excelled at implementing a strategy that unifies the customer experience and makes U.S. Bank the most trusted choice because of our strength and stability. The Board and I have tremendous confidence in Andy and his ability to manage our businesses effectively.”

Cecere has been with U.S. Bank since 1985. He has served as Vice Chairman and COO since January 2015. Prior to that, he served as Vice Chairman and Chief Financial Officer, and Vice Chairman of Wealth Management and Securities Services. He received his MBA from the Carlson School of Business at the University of Minnesota and his undergraduate degree from the University of St. Thomas in St. Paul, Minn.

“I am intensely proud of U.S. Bank and its 67,000 hard-working and dedicated people,” Cecere said. “I appreciate the vote of confidence from Richard and the Board to be named President. We will continue to create value for our shareholders, customers, employees, and communities as we pursue our vision for the future together.”

About U.S. Bank

Minneapolis-based U.S. Bancorp (“USB”), with $422 billion in assets as of December 31, 2015, is the parent company of U.S. Bank National Association, the fifth largest commercial bank in the United States. The Company operates 3,133 banking offices in 25 states and 4,936 ATMs and provides a comprehensive line of banking, investment, mortgage, trust and payment services products to consumers, businesses and institutions. Visit U.S. Bancorp on the web at www.usbank.com.

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