What is the most significant change introduced by these amended bylaws?

The most significant change is the introduction of a federal exclusive forum provision. This means that any lawsuit brought under the Securities Act of 1933 must be filed in a federal district court within the United States, provided the company does not consent to an alternative forum. This aims to centralize and streamline federal securities litigation against the company.

How do these changes affect stockholders' ability to request a special meeting?

Stockholders requesting a special meeting must now provide notice of any reduction in their stock holdings prior to the meeting. If their holdings fall below the threshold required to call a special meeting, it will be considered a revocation of their request.

What are the key changes regarding director nominations and proxy access?

The bylaws now clarify that a stockholder can nominate no more than the number of directors to be elected and must acknowledge that failure to appear at the meeting (in person or by proxy) will mean their nominee is not presented for a vote. Additionally, stockholder nominees must agree to meet with the Board's governance committee if requested, and the company may omit a proxy access nomination if a stockholder also pursues a separate director nomination, regardless of subsequent withdrawal.

Are there any provisions for remote meetings or emergency situations?

Yes, the amendments include updated provisions for remote meetings of the Board of Directors and references to national emergencies, epidemics, and pandemics within the company's emergency bylaw provisions.

US BANCORP \DE\ 8-K: Corporate Changes

Summary

U.S. Bancorp (USB) has filed an 8-K report detailing amendments to its Amended and Restated Bylaws, approved by the Board of Directors on April 19, 2021, and effective April 20, 2021. The most significant change for investors is the adoption of a federal exclusive forum provision, designating U.S. federal district courts as the exclusive venue for lawsuits arising under the Securities Act of 1933. This aims to streamline litigation and provide greater predictability in legal proceedings related to federal securities claims. Beyond the exclusive forum provision, the amendments also introduce procedural clarifications and modifications to the company's bylaws. These include updated requirements for stockholders requesting special meetings, enhanced clarity on the authority of the meeting chair, and revisions to director nomination and proxy access provisions. These changes are generally designed to improve corporate governance, clarify existing procedures, and align the bylaws with current legal and operational practices, including provisions for remote meetings and emergency situations like pandemics.

Key Highlights

1Adoption of a federal exclusive forum provision, requiring lawsuits under the Securities Act of 1933 to be filed in U.S. federal district courts.
2Enhanced stockholder meeting procedures, including notice requirements for special meeting requests and clarification of the meeting chair's authority.
3Revisions to director nomination and proxy access rules to clarify procedures, eligibility, and stockholder engagement requirements.
4Updated provisions regarding remote board meetings and emergency situations, such as pandemics.
5Clarifications on notice periods for meeting adjournments and receipt of stockholder proposals.
6Ministerial and conforming changes to align bylaws with current legal requirements and corporate practices.

US BANCORP \DE\ 8-K Report, Bylaw Amendment (Apr 20, 2021)

Summary

Key Highlights

Frequently Asked Questions