Summary
U.S. Bancorp filed an 8-K report on April 20, 2017, detailing two primary events. Firstly, the company officially eliminated its Series G Non-Cumulative Perpetual Preferred Stock from its Restated Certificate of Incorporation, effective April 18, 2017. Importantly, no shares of this series were outstanding at the time of elimination, meaning this action had no immediate impact on existing shareholders or the company's capital structure. Secondly, the report outlines the significant outcomes of U.S. Bancorp's 2017 annual meeting of shareholders held on April 18, 2017. Key among the shareholder meeting results was the overwhelming election of all fifteen director nominees. Shareholders also ratified the appointment of Ernst & Young LLP as the company's independent auditor for the fiscal year 2017. In an advisory vote, shareholders approved the compensation of executive officers and expressed a strong preference for holding such advisory votes annually, a decision the Board of Directors has adopted. However, a shareholder proposal advocating for an independent Chairman of the Board did not receive majority approval.
Key Highlights
- 1U.S. Bancorp has eliminated its Series G Non-Cumulative Perpetual Preferred Stock from its corporate charter, with no shares outstanding at the time of the filing.
- 2All fifteen director nominees presented at the 2017 annual shareholder meeting were elected by shareholders.
- 3Shareholders ratified the selection of Ernst & Young LLP as the independent auditor for the fiscal year 2017.
- 4An advisory vote to approve the compensation of executive officers received majority shareholder approval.
- 5Shareholders voted overwhelmingly in favor of holding advisory votes on executive compensation on an annual basis.
- 6The Board of Directors has adopted a policy to hold annual advisory votes on executive compensation.
- 7A shareholder proposal to require an independent Chairman of the Board was not approved by the shareholders.