8-KLeadership ChangesExhibits & Filings

US BANCORP \DE\ 8-K Report, Executive Changes (Nov 19, 2012)

Filed November 19, 2012For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

This 8-K filing from U.S. Bancorp reports on updates to executive compensation practices, specifically concerning performance-based restricted stock units (RSUs) and non-qualified stock options. The Compensation and Human Resources Committee adopted new award agreements that modify forfeiture provisions and the range for performance-based adjustments to RSU awards. These changes aim to better align executive incentives with the company's risk management and financial performance. Key modifications include extending the scope of forfeiture provisions to encompass unacceptable risk-related behavior occurring in years subsequent to the grant year, provided the awards from that year are insufficient to cover the determined forfeiture value. Furthermore, the acceptable range for upward and downward adjustments to the target number of RSU awards based on Return on Equity (ROE) performance relative to peers has been narrowed from 25%-150% to 0%-125% of the target. These changes are effective for future grants under the company's existing shareholder-approved stock incentive plan.

Key Highlights

  • 1U.S. Bancorp updated its executive compensation award agreements for performance restricted stock units (RSUs) and non-qualified stock options.
  • 2New agreements enhance forfeiture provisions related to executive risk-taking behavior.
  • 3Forfeiture provisions now apply to risk-related behavior in years beyond the grant year, if applicable.
  • 4The range for performance-based adjustments to RSUs has been narrowed.
  • 5RSU award adjustments are now between 0% and 125% of the target, down from 25% to 150%.
  • 6These changes are intended to strengthen risk management and reinforce alignment with shareholder interests.
  • 7The new agreements are part of the U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan.

Frequently Asked Questions

The primary purpose is to strengthen the alignment between executive compensation and the company's risk management practices and financial performance. The modifications aim to provide greater flexibility in holding executives accountable for risk-related behavior and to refine the performance metrics for equity awards.

The new provisions broaden the circumstances under which unvested equity awards can be forfeited. They now explicitly allow for forfeiture due to unacceptable risk-related behavior that occurs in a year other than the year of the award grant, if the awards from the year of the behavior are not sufficient to cover the determined forfeiture value.

The revised range for performance-based adjustments to RSUs has been narrowed from 25%-150% of the target number of units to 0%-125% of the target. This means there is a wider potential downside (0% of target) and a slightly reduced upside potential (125% of target) compared to the previous agreements, emphasizing a tighter link between actual performance and award payouts.

No, these new forms of award agreements will be used for future grants to executive officers. They do not retroactively affect awards already granted under previous agreements.