8-KCorporate ChangesExhibits & Filings

US BANCORP \DE\ 8-K Report, Bylaw Amendment (Jan 23, 2007)

Filed January 23, 2007For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

This Form 8-K filing by U.S. Bancorp (USB) on January 23, 2007, primarily reports on amendments to the company's Restated Bylaws, approved by the Board of Directors on January 16, 2007. A significant aspect is the proposed elimination of the company's classified Board of Directors, which will be put forth for shareholder approval at the 2007 annual meeting. If approved, this change would allow for the annual election of all directors, moving away from staggered terms. These bylaw amendments, along with corresponding proposed changes to the Certificate of Incorporation, are intended to enhance corporate governance and streamline director elections. Other amendments address various governance functions, clarify committee responsibilities (such as the Compensation Committee determining director compensation), update meeting notice procedures, and refine provisions related to stock incentive plans and share certificate issuance. Most amendments are set to become effective on April 17, 2007, contingent on shareholder approval for the declassification proposal.

Key Highlights

  • 1U.S. Bancorp's Board of Directors approved amendments to its Restated Bylaws on January 16, 2007.
  • 2A key proposed amendment aims to eliminate the company's classified Board of Directors.
  • 3Shareholders will vote on the declassification of the Board of Directors at the 2007 annual meeting.
  • 4If approved, directors will be elected annually instead of on a staggered basis.
  • 5The Compensation Committee will now be responsible for determining director compensation.
  • 6Amendments will clarify procedures for board and shareholder meetings, including special and emergency meetings.
  • 7Most bylaw amendments are scheduled to take effect on April 17, 2007, with the declassification contingent on shareholder approval.

Frequently Asked Questions

The main purpose of this 8-K filing is to report on the amendments to U.S. Bancorp's Restated Bylaws approved by its Board of Directors. The most significant of these is the proposed elimination of the classified board structure, which will be presented to shareholders for approval.

Most of the bylaw amendments are set to become effective on April 17, 2007. However, the amendments related to declassifying the Board of Directors will only become effective if and when the company's shareholders approve the corresponding amendments to the Certificate of Incorporation.

Eliminating a classified board means that all directors will be elected annually by shareholders, rather than being elected for staggered, multi-year terms. This is generally seen as a governance reform that can increase shareholder influence and board accountability.

Yes, other amendments clarify various governance functions, including specifying that only one inspector of election is required, defining who may call special board meetings, updating the composition of the Executive Committee, clarifying who presides at meetings, and updating procedures related to indemnification and share certificate issuance.