8-KCorporate ChangesOther EventsExhibits & Filings

US BANCORP \DE\ 8-K Report, Bylaw Amendment (Mar 19, 2020)

Filed March 19, 2020For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

U.S. Bancorp (USB) filed an 8-K on March 19, 2020, to announce significant changes regarding its shareholder meetings. The company's Board of Directors has amended the Amended and Restated Bylaws to permit shareholder meetings to be held solely by means of remote communication, as allowed by Delaware law. This amendment provides flexibility for the company to conduct meetings without physical gatherings. Following this bylaw amendment, U.S. Bancorp also announced that its upcoming 2020 annual meeting of shareholders, scheduled for April 21, 2020, will be held exclusively through remote communication. This decision reflects an adaptation to current circumstances, likely influenced by public health concerns, and ensures shareholders can still participate in critical company governance processes.

Key Highlights

  • 1U.S. Bancorp's Board of Directors amended the company's Bylaws to allow for shareholder meetings to be conducted solely via remote communication.
  • 2This bylaw amendment is permitted under the General Corporation Law of the State of Delaware.
  • 3The company's 2020 annual meeting of shareholders, originally scheduled for April 21, 2020, will now be held entirely by remote communication.
  • 4This change in meeting format provides flexibility and ensures continued shareholder engagement amidst potential external constraints.
  • 5The press release announcing the change in meeting format is incorporated by reference.
  • 6The filing also includes the Amended and Restated Bylaws as an exhibit.

Frequently Asked Questions

U.S. Bancorp is changing its shareholder meeting format to be held solely by means of remote communication. This allows for flexibility and ensures shareholders can participate in critical governance processes, likely in response to external circumstances that may impact physical gatherings.

The bylaw amendment allows the Board of Directors to determine that shareholder meetings can be held solely by remote communication, as permitted by Delaware law. This provides U.S. Bancorp with the legal framework to conduct meetings without a physical location.

The 2020 annual meeting of shareholders will be held solely by means of remote communication. Specific details on how shareholders can access and participate in this virtual meeting are expected to be provided in further communications from the company, likely including the proxy statement.

The Board of Directors approved and adopted the amendments to the Bylaws on March 18, 2020. The announcement regarding the annual meeting being held solely by remote communication was made on March 19, 2020.