8-KOther EventsExhibits & Filings

US BANCORP \DE\ 8-K Report, Corporate Update (Mar 14, 2014)

Filed March 14, 2014For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

This Form 8-K filing from U.S. BancORP, dated March 14, 2014, primarily serves to clarify details regarding the Lead Director's role in corporate governance. The filing corrects a potential misstatement in the company's previously filed Definitive Proxy Statement (Schedule 14A) concerning the Lead Director's authority over Board agendas and information flow from management. Specifically, the 8-K clarifies that the current Corporate Governance Guidelines grant the Lead Director *sole* authority to approve Board meeting agendas and the information provided by management to the Board. This provides a more precise understanding of the oversight mechanisms in place at U.S. BancORP and highlights the importance of the Lead Director's position in ensuring effective board functioning and communication.

Key Highlights

  • 1U.S. BancORP filed a Form 8-K on March 14, 2014, to clarify its Corporate Governance Guidelines.
  • 2The filing corrects a discrepancy regarding the Lead Director's authority found in the March 4, 2014 Definitive Proxy Statement.
  • 3The Corporate Governance Guidelines grant the Lead Director sole authority to approve Board meeting agendas.
  • 4The Lead Director also has sole authority to oversee the scope, quantity, and timing of information flow from management to the Board.
  • 5The full Corporate Governance Guidelines document (Exhibit 99.1) is attached to the 8-K filing.
  • 6The guidelines are also accessible on U.S. BancORP's corporate website, with future updates to be posted online.

Frequently Asked Questions