US Bancorp De 8-K, filed Apr 20, 2023
US Bancorp De (USB)
About this 8-K
US Bancorp De filed this 8-K on April 20, 2023, reporting on events of April 18, 2023.
Items reported
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Trading symbol |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company |
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
U.S. Bancorp (the “Company”) held its 2023 annual meeting of shareholders on Tuesday, April 18, 2023. Shareholders considered four proposals at the meeting, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 7, 2023 (the “Proxy Statement”). The final voting results are reported below.
Proposal 1: Election of thirteen directors to serve for a one-year term until the 2024 annual meeting of shareholders.
The Company’s shareholders elected each of the thirteen nominees for director, and the voting results are set forth below:
| Name |
For | Against | Abstentions | Broker Non-Votes | ||||
| Warner L. Baxter |
1,099,245,610 | 23,480,489 | 2,593,240 | 170,650,483 | ||||
| Dorothy J. Bridges |
1,113,661,483 | 9,282,972 | 2,374,884 | 170,650,483 | ||||
| Elizabeth L. Buse |
1,115,555,813 | 7,289,170 | 2,474,356 | 170,650,483 | ||||
| Andrew Cecere |
1,063,937,014 | 56,669,469 | 4,712,856 | 170,650,483 | ||||
| Alan B. Colberg |
1,116,249,238 | 6,456,393 | 2,613,708 | 170,650,483 | ||||
| Kimberly N. Ellison-Taylor |
1,114,465,623 | 8,026,658 | 2,827,058 | 170,650,483 | ||||
| Kimberly J. Harris |
1,096,005,344 | 26,932,379 | 2,381,616 | 170,650,483 | ||||
| Roland A. Hernandez |
1,094,921,831 | 27,882,542 | 2,514,966 | 170,650,483 | ||||
| Richard P. McKenney |
1,108,944,204 | 13,740,620 | 2,634,515 | 170,650,483 | ||||
| Yusuf I. Mehdi |
1,114,925,034 | 7,861,375 | 2,532,930 | 170,650,483 | ||||
| Loretta E. Reynolds |
1,116,005,696 | 6,909,815 | 2,403,828 | 170,650,483 | ||||
| John P. Wiehoff |
1,115,622,810 | 7,036,546 | 2,659,983 | 170,650,483 | ||||
| Scott W. Wine |
1,101,908,641 | 20,772,188 | 2,638,510 | 170,650,483 |
Proposal 2: Advisory vote to approve the compensation of the Company’s executive officers as disclosed in the Proxy Statement.
The Company’s shareholders gave advisory approval of the compensation of the Company’s executive officers as disclosed in the Proxy Statement, and the voting results are set forth below:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 1,040,017,189 | 79,038,927 | 6,263,223 | 170,650,483 |
Proposal 3: Advisory vote on the frequency of future advisory votes on executive compensation.
Holders of a majority of the Company’s shares voted at the meeting expressed a preference to hold the advisory vote on executive compensation on an annual basis, and the voting results are set forth below:
| 1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes | ||||
| 1,099,426,752 | 3,170,011 | 18,767,489 | 3,955,087 | 170,650,483 |
After considering these results, the Company’s Board of Directors adopted a policy to hold an annual advisory vote on the Company’s executive compensation program.
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Proposal 4: Ratification of the selection of Ernst & Young LLP as the Company’s independent auditor for the 2023 fiscal year.
The Company’s shareholders ratified the selection of Ernst & Young LLP, and the voting results are set forth below:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 1,255,678,117 | 37,906,873 | 2,384,832 | — |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| U.S. BANCORP | ||
| By: | /s/ James L. Chosy | |
| James L. Chosy Senior Executive Vice President and General Counsel | ||
Date: April 20, 2023
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