8-KMaterial Agreements

US BANCORP \DE\ 8-K Report, Material Agreement (Apr 21, 2006)

Filed April 21, 2006For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

This Form 8-K filing from U.S. Bancorp (USB) details the approval of the U.S. Bancorp 2006 Executive Incentive Plan by shareholders at their annual meeting on April 18, 2006. This plan, effective January 1, 2006, allows for the payment of annual bonuses to eligible executive participants based primarily on the company's Net Income. The Incentive Plan outlines that no bonuses will be paid if the company's Net Income is not positive. If Net Income is positive, potential bonus awards can reach up to 0.2% of Net Income. However, the Compensation Committee retains the discretion to reduce this amount based on various performance factors, including earnings per share, return on equity, peer group performance, and individual contributions. The plan is structured to qualify for the performance-based compensation exception under Section 162(m) of the Internal Revenue Code, necessitating shareholder approval.

Key Highlights

  • 1Shareholders approved the U.S. Bancorp 2006 Executive Incentive Plan on April 18, 2006.
  • 2The Incentive Plan became effective retroactively on January 1, 2006.
  • 3Annual bonuses are primarily tied to the company's Net Income.
  • 4Bonus payments are contingent on the company achieving a positive Net Income.
  • 5Potential bonus awards are capped at 0.2% of Net Income.
  • 6The Compensation Committee has discretion to adjust bonus payouts based on performance criteria.
  • 7The plan is designed to comply with IRS Section 162(m) regarding qualified performance-based compensation.

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