8-KShareholder MattersRegulation FDExhibits & Filings

US BANCORP \DE\ 8-K Report, Shareholder Vote Results (Apr 21, 2021)

Filed April 21, 2021For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

This 8-K filing from U.S. Bancorp (USB) details the outcomes of its 2021 Annual Meeting of Shareholders held on April 20, 2021. The primary focus for investors is the overwhelming approval of all shareholder proposals, including the election of all thirteen director nominees, the ratification of Ernst & Young LLP as the independent auditor, and the advisory approval of executive compensation. This strong shareholder support indicates confidence in the company's leadership and governance. Additionally, the filing clarifies the company's long-term growth expectations following a verbal discussion at the meeting. Specifically, U.S. Bancorp reiterated its previously disclosed long-term net income growth expectation of 5% to 7% and its long-term EPS growth expectation of 7% to 10%. These targets are contingent on normalized economic conditions and represent management's outlook. While the company provided these forward-looking statements, it also included standard cautionary language regarding inherent risks and uncertainties that could impact actual results, including the ongoing effects of the COVID-19 pandemic and general economic conditions.

Key Highlights

  • 1All thirteen director nominees were overwhelmingly elected by shareholders.
  • 2Shareholders ratified the appointment of Ernst & Young LLP as the independent auditor for fiscal year 2021.
  • 3An advisory vote to approve executive compensation received strong shareholder support.
  • 4The company clarified its long-term net income growth expectation is 5% to 7%.
  • 5The company clarified its long-term EPS growth expectation is 7% to 10%.
  • 6These growth expectations are based on normalized economic conditions and were previously disclosed in September 2019.
  • 7The filing includes standard forward-looking statements and risk disclosures, noting potential impacts from COVID-19 and economic conditions.

Frequently Asked Questions

The primary outcomes were the overwhelming election of all thirteen director nominees, the ratification of Ernst & Young LLP as the independent auditor for fiscal year 2021, and strong shareholder approval of the executive compensation plan on an advisory basis.

U.S. Bancorp reiterated its long-term net income growth expectation of 5% to 7% and its long-term Earnings Per Share (EPS) growth expectation of 7% to 10%. These figures are based on normalized economic conditions and were originally disclosed in September 2019.

Yes, the filing includes standard cautionary statements about forward-looking information. Significant risks and uncertainties are noted, including the ongoing impact of the COVID-19 pandemic, general economic deterioration, turbulence in financial markets, and regulatory changes. The company advises investors to refer to its Form 10-K for a comprehensive discussion of risks.

No, all three proposals presented at the annual meeting – the election of directors, ratification of the auditor, and advisory approval of executive compensation – received substantial support from shareholders and were approved.