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

The main purpose of this 8-K filing is to clarify and correct information previously provided in the company's Definitive Proxy Statement regarding the specific duties and sole authority of the Lead Director in overseeing Board agendas and information flow from management.

According to the clarified guidelines, the Lead Director has sole authority to approve Board meeting agendas and to oversee the scope, quantity, and timing of information provided by management to the Board.

Investors can find the official U.S. BancORP Corporate Governance Guidelines as Exhibit 99.1 attached to this 8-K filing. They are also available on the company's corporate website (usbank.com) under 'About U.S. Bank,' then 'Investor Relations,' and 'Corporate Governance.'

This filing does not indicate a change in leadership or governance structure. It serves as a clarification of existing roles and authorities as defined in the company's Corporate Governance Guidelines to ensure accurate reporting.