8-KShareholder Matters

US BANCORP \DE\ 8-K Report, Shareholder Vote Results (Apr 20, 2011)

Filed April 20, 2011For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

This 8-K filing from U.S. Bancorp (USB) reports on the outcomes of its 2011 Annual Meeting of Shareholders held on April 19, 2011. The key takeaway for investors is the overwhelmingly positive shareholder support for the company's governance and management. All thirteen director nominees were elected with substantial 'For' votes, indicating shareholder confidence in the board. Furthermore, shareholders ratified the appointment of Ernst & Young LLP as the independent auditor and provided advisory approval for the executive compensation program. The meeting also addressed shareholder proposals regarding future advisory votes on executive and director compensation. The board has decided to hold an annual advisory vote on executive compensation, aligning with shareholder preference, though a proposal for an annual advisory vote on director compensation was not approved.

Key Highlights

  • 1All thirteen director nominees were overwhelmingly elected to serve until the 2012 annual meeting.
  • 2Shareholders ratified the appointment of Ernst & Young LLP as the independent auditor for fiscal year 2011.
  • 3An advisory vote to approve the compensation of executive officers received shareholder approval.
  • 4A majority of shareholder votes favored holding an advisory vote on executive compensation on an annual basis.
  • 5U.S. Bancorp's Board of Directors has adopted a policy to hold an annual advisory vote on executive compensation.
  • 6A shareholder proposal requesting an annual advisory vote on director compensation was not approved by shareholders.

Frequently Asked Questions

The main outcomes include the election of all thirteen director nominees, ratification of Ernst & Young LLP as the independent auditor, advisory approval of executive compensation, and a decision to hold annual advisory votes on executive compensation following shareholder preference. A proposal for an annual advisory vote on director compensation was not approved.

Shareholders overwhelmingly elected all thirteen director nominees, with 'For' votes significantly outnumbering 'Against,' 'Abstentions,' and 'Broker Non-Votes' for each nominee.

Shareholders provided advisory approval for the company's executive compensation program. Additionally, a majority of votes indicated a preference for holding these advisory votes on an annual basis, a policy the Board of Directors has since adopted.

No, the shareholder proposal requesting an annual advisory vote on director compensation did not receive shareholder approval. Votes 'Against' significantly outnumbered votes 'For'.