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: April 16, 2019

(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 5.07

Submission of Matters to a Vote of Security Holders.

U.S. Bancorp (the “Company”) held its 2019 annual meeting of shareholders on Tuesday, April 16, 2019. 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 5, 2019 (the “Proxy Statement”). The final voting results are reported below.

Proposal I: Election of seventeen directors to serve for a one-year term until the 2020 annual meeting of shareholders.

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

 

Name		For				Against				Abstentions				Broker Non-Votes
Warner L. Baxter			1,202,378,952				8,820,805				3,198,035				206,002,422
Dorothy J. Bridges			1,205,881,419				5,600,183				2,916,190				206,002,422
Elizabeth L. Buse			1,206,202,065				5,258,714				2,937,013				206,002,422
Marc N. Casper			1,205,625,839				5,491,057				3,280,896				206,002,422
Andrew Cecere			1,149,868,350				60,527,854				4,001,588				206,002,422
Arthur D. Collins, Jr.			1,119,693,091				86,010,276				8,694,425				206,002,422
Kimberly J. Harris			1,205,745,781				5,678,163				2,973,848				206,002,422
Roland A. Hernandez			1,098,825,325				112,358,124				3,214,343				206,002,422
Doreen Woo Ho			1,204,846,935				6,693,754				2,857,103				206,002,422
Olivia F. Kirtley			1,173,557,585				35,101,609				5,738,598				206,002,422
Karen S. Lynch			1,206,074,952				5,352,118				2,970,722				206,002,422
Richard P. McKenney			1,206,481,929				4,742,787				3,173,076				206,002,422
Yusuf I. Mehdi			1,202,763,395				8,444,896				3,189,501				206,002,422
David B. O’Maley			1,158,909,791				49,136,065				6,351,936				206,002,422
O’dell M. Owens, M.D., MPH			1,165,489,268				42,797,665				6,110,859				206,002,422
Craig D. Schnuck			1,182,380,608				28,865,951				3,151,233				206,002,422
Scott W. Wine			886,417,590				323,017,134				4,963,068				206,002,422

Proposal II: Ratification of the selection of Ernst & Young LLP as the Company’s independent auditor for the 2019 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
1,395,132,985		22,093,638		3,173,591		—

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

 

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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
1,154,811,636		52,529,667		7,056,489		206,002,422

 

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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.

 

Date: April 17, 2019

 

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