8-KShareholder Matters

US BANCORP \DE\ 8-K Report, Shareholder Vote Results (Apr 17, 2014)

Filed April 17, 2014For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

U.S. Bancorp filed an 8-K on April 17, 2014, reporting the results of its 2014 Annual Meeting of Shareholders held on April 15, 2014. The meeting covered four proposals, with the majority of votes cast in favor of the company's slate of director nominees and the ratification of Ernst & Young LLP as the independent auditor. Additionally, shareholders provided advisory approval for executive compensation. The filing also reveals that a shareholder proposal seeking an independent Chairman of the Board was not approved. This outcome indicates shareholder confidence in the current board composition and auditor selection, while also highlighting a divergence on the governance structure related to the Chairman's role.

Key Highlights

  • 1All fourteen nominated directors were elected to serve until the 2015 annual meeting.
  • 2Shareholders ratified the appointment of Ernst & Young LLP as U.S. Bancorp's independent auditor for fiscal year 2014.
  • 3An advisory vote to approve the compensation of executive officers received majority support.
  • 4A shareholder proposal requiring an independent Chairman of the Board was not approved by shareholders.
  • 5The annual meeting took place on April 15, 2014, with voting results formally reported on April 16, 2014.
  • 6Significant broker non-votes were recorded for the director election and executive compensation proposals.

Frequently Asked Questions

The primary outcomes were the election of all nominated directors, the ratification of Ernst & Young LLP as the independent auditor, and advisory approval of executive compensation. A shareholder proposal for an independent Chairman was not approved.

Shareholders overwhelmingly voted in favor of electing all fourteen director nominees, with substantial 'For' votes across all candidates. There were also significant numbers of 'Against' votes, 'Abstentions', and 'Broker Non-Votes' for most directors.

Yes, shareholders ratified the selection of Ernst & Young LLP as U.S. Bancorp's independent auditor for the 2014 fiscal year with a large majority of 'For' votes.

The shareholder proposal seeking to establish a policy requiring the Chairman of the Board to be an independent director was not approved by the shareholders. The 'Against' votes significantly outnumbered the 'For' votes.