8-KLeadership ChangesExhibits & Filings

US BANCORP \DE\ 8-K Report, Executive Changes (Dec 31, 2014)

Filed December 31, 2014For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

This 8-K filing from U.S. Bancorp reports a change in its executive compensation strategy concerning equity awards. Effective after December 31, 2014, the company has adopted new forms of performance restricted stock unit and non-qualified stock option award agreements for its executive officers. The key change introduced relates to enhanced risk-related cancellation provisions. The Compensation and Human Resources Committee of the Board of Directors will now have the discretion to cancel unvested equity awards, in whole or in part, if an executive officer exhibits inadequate sensitivity to business risks, leading to or likely to lead to a material adverse impact on the company or its business lines. This measure aims to better align executive behavior with the company's risk management objectives.

Key Highlights

  • 1U.S. Bancorp has updated its executive compensation framework for equity awards.
  • 2New performance restricted stock unit and non-qualified stock option award agreements will be used for executive officers starting January 1, 2015.
  • 3Enhanced risk-related cancellation provisions have been added to executive award agreements.
  • 4The Compensation Committee can now cancel unvested equity awards if an executive demonstrates inadequate risk sensitivity.
  • 5Such inadequate risk sensitivity must result in, or be reasonably likely to result in, a material adverse impact (financial or reputational) on U.S. Bancorp.
  • 6Awards are made under the shareholder-approved U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan.
  • 7The new award agreements are filed as exhibits to this 8-K report.

Frequently Asked Questions

The main purpose of this 8-K filing is to inform investors about changes to U.S. Bancorp's executive compensation practices related to equity awards, specifically the adoption of new award agreements with enhanced risk-related cancellation provisions for executive officers.

The new provisions give the Compensation and Human Resources Committee the authority to cancel unvested equity awards if an executive officer shows insufficient awareness of business risks, and this lack of awareness causes or is likely to cause significant negative financial or reputational consequences for the company.

These changes apply to new awards granted after December 31, 2014. Existing awards would typically be governed by the terms of the agreements under which they were originally granted, unless otherwise specified.

The new forms of the Performance Restricted Stock Unit Award Agreement and Non-Qualified Stock Option Agreement are attached as Exhibits 10.1 and 10.2, respectively, to this Form 8-K filing.