8-KLeadership ChangesExhibits & Filings

US BANCORP \DE\ 8-K Report, Executive Changes (Apr 20, 2010)

Filed April 20, 2010For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

U.S. Bancorp (USB) filed an 8-K on April 20, 2010, reporting on the shareholder approval of the Amended and Restated 2007 Stock Incentive Plan at their annual meeting. This amended plan is designed to enhance the company's ability to attract and retain key employees, officers, and non-employee directors by offering competitive incentives and opportunities for stock ownership. The key changes from the original plan include a significant increase in the total number of authorized shares for stock-based awards, particularly for options and stock appreciation rights, and a separate increase for awards other than options and stock appreciation rights. This expansion provides greater flexibility for the company's compensation strategies moving forward.

Key Highlights

  • 1Shareholders approved the U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan.
  • 2The primary purpose of the plan is to attract and retain talent and incentivize performance through stock-based compensation.
  • 3The total authorized shares for common stock issuance under the plan increased by 50,000,000, from 70,000,000 to 120,000,000.
  • 4The maximum number of shares available for awards other than options and stock appreciation rights increased by 9,000,000, from 25,000,000 to 34,000,000.
  • 5The plan permits various types of awards including stock options, restricted stock, and performance awards.
  • 6The plan is effective for a 10-year period, ending April 17, 2017.
  • 7The full text of the Amended Plan is attached as Exhibit 10.1 to the 8-K filing.

Frequently Asked Questions

The main purpose is to help U.S. Bancorp attract and retain talented employees, officers, and non-employee directors by providing them with incentives and opportunities for stock ownership, thereby aligning their interests with those of the shareholders and promoting the company's success.

The key changes are increases in the number of authorized shares for equity awards. Specifically, the total authorized shares increased by 50 million (to 120 million) and shares available for non-option/SAR awards increased by 9 million (to 34 million).

The plan allows for a variety of awards including stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, performance awards, and other stock-based awards.

The amended plan is authorized for grants during a 10-year period, which began on April 17, 2007, and will end on April 17, 2017.