8-KLeadership ChangesMaterial AgreementsExhibits & Filings

US BANCORP \DE\ 8-K Report, Material Agreement (Dec 23, 2004)

Filed December 23, 2004For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

This Form 8-K filing by U.S. Bancorp (USB) on December 23, 2004, details key changes in executive compensation and board composition. A significant event is the approval of a fourth amendment to the company's Non-Qualified Retirement Plan, providing supplemental retirement benefits to Pamela A. Joseph, who was recently appointed Vice Chairman of the company and is also Chairman, President, and CEO of NOVA Information Systems, Inc. Additionally, the company disclosed the compensation structure for its non-employee directors, effective January 1, 2005. In terms of personnel changes, the filing notes that Linda L. Ahlers has given notice of her intent not to seek re-election to the Board of Directors at the upcoming 2005 annual shareholder meeting. These announcements primarily concern executive and director compensation and governance matters, providing transparency on how key personnel are being remunerated and how the board is structured.

Key Highlights

  • 1U.S. Bancorp approved a Fourth Amendment to its Non-Qualified Retirement Plan, effective December 20, 2004.
  • 2The amendment provides supplemental retirement benefits to Pamela A. Joseph, newly appointed Vice Chairman.
  • 3Pamela A. Joseph also holds leadership positions at NOVA Information Systems, Inc., a U.S. Bancorp subsidiary.
  • 4The company's Board of Directors approved compensation for non-employee directors, effective January 1, 2005.
  • 5Linda L. Ahlers, a Board member, will not stand for re-election at the 2005 annual shareholder meeting.

Frequently Asked Questions

The main purpose of this 8-K filing is to report on material events including changes in executive compensation and board composition. Specifically, it details an amendment to an executive retirement plan and the upcoming compensation structure for non-employee directors, as well as a director's decision not to seek re-election.

Pamela A. Joseph is a key executive who was recently appointed Vice Chairman of U.S. Bancorp. She also serves as Chairman, President, and Chief Executive Officer of NOVA Information Systems, Inc., a wholly-owned subsidiary of the company. The supplemental retirement benefits are provided under an amendment to the U.S. Bancorp Non-Qualified Retirement Plan.

The compensation structure for U.S. Bancorp's non-employee directors, as approved by the Board of Directors on October 20, 2004, will become effective as of January 1, 2005.

Yes, Linda L. Ahlers, a current member of the Board of Directors, has notified the company of her intent not to stand for re-election at the 2005 annual shareholder meeting. Her term will conclude at that time.