US Bancorp De 8-K, filed Apr 17, 2025
US Bancorp De (USB)
8-K
2025-04-17
For: 2025-04-15
View Original
Added on
April 06, 2026
About this 8-K
US Bancorp De filed this 8-K on April 17, 2025, reporting on events of April 15, 2025.
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 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 15, 2025
U.S. BANCORP
(Exact name of registrant as specified in its charter)
(Commission File Number)
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification Number) | ||||
(Address of principal executive offices and zip code)
(651 ) 466-3000
(Registrant’s telephone number, including area code)
(not applicable)
(Former name or former address, if changed since last report)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | 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 l2b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ 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 l3(a) of the Exchange Act.
Item 5.07 Submission of Matters to a Vote of Security Holders.
U.S. Bancorp (the “Company”) held its 2025 annual meeting of shareholders on Tuesday, April 15, 2025. 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 5, 2025, as supplemented by a proxy statement supplement filed with the Securities and Exchange Commission on March 25, 2025 (collectively, 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 2026 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 | 1,204,762,003 | 13,479,996 | 3,359,351 | 164,636,478 | ||||||||||||||||||||||
Dorothy Bridges | 1,204,791,733 | 13,686,985 | 3,122,632 | 164,636,478 | ||||||||||||||||||||||
Elizabeth L. Buse | 1,210,055,554 | 8,397,224 | 3,148,572 | 164,636,478 | ||||||||||||||||||||||
Andrew Cecere | 1,195,117,465 | 23,369,496 | 3,114,389 | 164,636,478 | ||||||||||||||||||||||
Alan B. Colberg | 1,211,337,260 | 6,989,235 | 3,274,855 | 164,636,478 | ||||||||||||||||||||||
Kimberly N. Ellison-Taylor | 1,208,583,343 | 9,859,436 | 3,158,571 | 164,636,478 | ||||||||||||||||||||||
| Aleem Gillani | 1,211,971,760 | 5,784,189 | 3,845,401 | 164,636,478 | ||||||||||||||||||||||
Roland A. Hernandez | 1,161,150,808 | 57,226,496 | 3,224,046 | 164,636,478 | ||||||||||||||||||||||
| Gunjan Kedia | 1,210,818,933 | 7,062,053 | 3,720,364 | 164,636,478 | ||||||||||||||||||||||
Richard P. McKenney | 1,185,618,562 | 32,648,550 | 3,334,238 | 164,636,478 | ||||||||||||||||||||||
Yusuf I. Mehdi | 1,209,085,762 | 8,710,715 | 3,804,873 | 164,636,478 | ||||||||||||||||||||||
Loretta E. Reynolds | 1,210,438,544 | 7,460,775 | 3,702,031 | 164,636,478 | ||||||||||||||||||||||
John P. Wiehoff | 1,209,246,520 | 8,505,004 | 3,849,826 | 164,636,478 | ||||||||||||||||||||||
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 | ||||||||||||||||||||
| 1,109,966,593 | 104,986,563 | 6,648,194 | 164,636,478 | ||||||||||||||||||||
Proposal 3: Ratification of the selection of Ernst & Young LLP as the Company’s independent auditor for the 2025 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 | ||||||||||||||||||||
| 1,337,907,001 | 44,667,812 | 3,663,015 | — | ||||||||||||||||||||
Proposal 4: A shareholder proposal regarding a report on board oversight of risks relating to discrimination.
The Company’s shareholders did not approve the shareholder proposal regarding a report on board oversight of risks relating to discrimination, and the voting results are set forth below:
For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||
| 21,258,954 | 1,183,917,819 | 16,424,577 | 164,636,478 | ||||||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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 17, 2025