8-KCorporate ChangesExhibits & Filings

US BANCORP \DE\ 8-K Report, Bylaw Amendment (Jun 20, 2013)

Filed June 20, 2013For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

U.S. Bancorp filed a Form 8-K on June 20, 2013, to report a corporate housekeeping matter: the elimination of its Series D Non-Cumulative Perpetual Preferred Stock from its charter. This action was effective upon filing a Certificate of Elimination with the Delaware Secretary of State on June 18, 2013. Crucially, no shares of this Series D Preferred Stock were issued or outstanding at the time of elimination. Consequently, this filing is primarily administrative and does not represent a change in the company's financial position, outstanding share count, or dividend policies for common shareholders. The company also filed a restated Certificate of Incorporation on June 19, 2013, to reflect this change and consolidate its charter documents.

Key Highlights

  • 1U.S. Bancorp filed a Certificate of Elimination for its Series D Non-Cumulative Perpetual Preferred Stock.
  • 2The elimination was effective as of June 18, 2013, upon filing with the Delaware Secretary of State.
  • 3No shares of the Series D Preferred Stock were issued or outstanding at the time of elimination.
  • 4A Restated Certificate of Incorporation was filed on June 19, 2013, to reflect the elimination.
  • 5This action is primarily administrative and does not impact current outstanding shares or financial obligations.
  • 6The filing serves to clean up the company's corporate charter by removing provisions for unissued stock.
  • 7The event date of the earliest reported event was June 18, 2013.

Frequently Asked Questions

The main purpose of this filing is to formally eliminate the Series D Non-Cumulative Perpetual Preferred Stock from U.S. Bancorp's Restated Certificate of Incorporation. This is a corporate administrative action.

No, this filing does not affect current shareholders or dividend payments. The Series D Preferred Stock had no shares issued or outstanding at the time of its elimination, meaning it had no financial impact on the company or its existing shareholders.

Companies often undertake such actions to simplify their corporate structure and charter documents. Eliminating provisions for unissued or undesignated stock that will not be utilized cleans up the legal framework and reduces potential future confusion or administrative burdens.

No, there is no direct financial impact on U.S. Bancorp or its investors from this filing. It is purely an administrative and legal update to the company's charter, as no shares of the affected preferred stock were ever issued.