8-KLeadership ChangesExhibits & Filings

US BANCORP \DE\ 8-K Report, Executive Changes (Feb 16, 2011)

Filed February 16, 2011For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

U.S. Bancorp (USB) filed an 8-K on February 15, 2011, detailing amendments to its Performance Restricted Stock Unit Award Agreement for executive officers. The Compensation Committee approved an amended and restated form of the agreement, which will supersede prior agreements for performance restricted stock units granted in February 2010, excluding certain one-time retention awards. This updated agreement will also govern future grants, including those effective February 16, 2011. While the filing notes technical changes, the core structure and purpose of these performance-based equity awards, made under the shareholder-approved 2007 Stock Incentive Plan, remain consistent. Investors should note this as a routine update to executive compensation practices.

Key Highlights

  • 1U.S. Bancorp amended its Performance Restricted Stock Unit Award Agreement for executive officers.
  • 2The new agreement replaces awards granted in February 2010, with exceptions for special retention awards.
  • 3The updated agreement will also apply to future equity grants, including those for February 16, 2011.
  • 4These awards are made under the shareholder-approved U.S. Bancorp 2007 Stock Incentive Plan.
  • 5The filing indicates 'technical changes' to the award agreement form.
  • 6The amended agreement form is filed as Exhibit 10.1 to the 8-K.

Frequently Asked Questions

The primary purpose of this 8-K filing is to inform investors about the amendment and restatement of U.S. Bancorp's Performance Restricted Stock Unit Award Agreement for its executive officers. This updated agreement will govern both past and future performance-based equity awards.

No, the amended agreement specifically replaces award agreements for performance restricted stock units granted on February 16, 2010. However, it explicitly excludes the special, one-time retention awards of performance restricted stock units also granted on that date.

Yes, the amended agreement will be used for future grants of performance restricted stock units, including those to be made effective February 16, 2011. This indicates a continuation of performance-based equity compensation for executives.

Performance Restricted Stock Units (PRSUs) are a form of equity compensation granted to executives. The vesting and payout of these units are contingent upon the achievement of specific performance goals, often tied to financial metrics, and continued employment with the company.