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.

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