|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary
($)
|
|
|
Stock
awards
($)
|
|
|
Option
awards
($)
|
|
|
Non-equity
incentive plan
compensation
($)
|
|
|
Change in
pension value
and
non-qualified
deferred
compensation
earnings
($)
|
|
|
All other
compensation
($)
|
|
|
Total
($)
|
|
Pay ratio amount
|
|
|
1,000,000
|
|
|
4,500,000
|
|
|
1,500,000
|
|
|
1,899,000
|
|
|
3,029,707
|
|
|
31,947
|
|
|
11,960,654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary compensation table amount
|
|
|
941,538
|
|
|
4,500,000
|
|
|
1,500,000
|
|
|
1,659,867
|
|
|
3,381,404
|
|
|
31,947
|
|
|
12,014,756
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65
|
|
U.S.
Bancorp
2018
Proxy
Statement
|
Table of Contents
|
Director compensation
|
Director compensation
Compensation for 2017
Our non-employee directors received the following cash fees for serving on the Board in 2017:
|
|
|
|
|
|
|
|
Retainer
|
|
Annual retainer for service on the Board
|
|
$
|
90,000
|
|
|
|
|
|
|
Additional annual retainer for Lead Director
|
|
$
|
50,000
|
|
|
|
|
|
|
Additional annual retainer for chairs of Capital Planning, Compensation and Human Resources, Governance, and Public Responsibility Committees
|
|
$
|
20,000
|
|
|
|
|
|
|
Additional annual retainer for chairs of Audit and Risk Management Committees
|
|
$
|
32,500
|
|
|
|
|
|
|
Additional annual retainer for other members of Audit and Risk Management Committees
|
|
$
|
7,500
|
|
|
|
|
|
|
Each
non-employee director who served on U.S. Bancorp's primary banking subsidiary's board of directors or on any ad hoc committee of the U.S. Bancorp Board of Directors received $1,500 per meeting
for that service. Each non-employee director was also paid $1,500 for each meeting he or she attended that was not a regularly scheduled Board or committee meeting.
In
addition, each non-employee director received an annual award of restricted stock units with a grant date fair value of approximately $150,000 under the U.S. Bancorp 2015 Stock Incentive Plan. This
plan provides that no non-employee director may receive an equity award or awards with an aggregate grant date fair value in excess of $600,000 in any calendar year. The restricted stock units were
fully vested at the time of grant, but the underlying shares will not be delivered until the director ceases to serve on the board. Each non-employee director may elect to have all of his or her
shares delivered promptly following cessation of service or to have the shares delivered through ten annual installments. Each non-employee director is entitled to receive additional fully vested
restricted stock units having a fair market value equal to the amount of dividends he or she would have received had restricted stock been awarded instead of restricted stock units.
The
Compensation and Human Resources Committee retained its independent compensation consultant to provide advice regarding competitive compensation practices, peer analysis and recommendations to the
Committee for guidance with respect to director compensation in 2017. To determine director compensation for 2017, the Committee reviewed director compensation information for our compensation peer
group companies to check the alignment of our compensation package with market practice and current trends.
Director stock ownership requirements
The Compensation and Human Resources Committee has established stock ownership requirements for each non-employee director equal to five times the value of
the annual cash retainer. New directors must satisfy this minimum ownership level within five years after joining the Board. As of December 31, 2017, all of the directors had sufficient
holdings to meet or exceed the stock ownership requirements, or had not yet served on our Board for five years.
Deferred compensation plan participation
Under the U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement) (the "Director Deferred Compensation Plan"), our non-employee directors may
choose to defer all or a part of their cash fees. The minimum amount that can be deferred in any calendar year is $1,000. Cash fees that are deferred are deemed to be invested in one of several
investment funds, including a U.S. Bancorp common stock fund, as selected by the participant.
These
investment alternatives are the same as those available under the Executive Deferred Compensation Plan. See "Executive Compensation Nonqualified Deferred Compensation" above
for the rates of return for 2017 for each of these investment options (also known as measurement funds). The terms of the Director Deferred Compensation Plan are substantially the same as the terms of
the Executive Deferred Compensation Plan described in that section.
|
|
|
|
|
|
U.S.
Bancorp
2018
Proxy
Statement
|
|
66
|
Table of Contents
Director compensation
|
|
Director compensation for fiscal 2017
The following table shows the compensation of the individuals who served as members of our Board of Directors during any part of fiscal year 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
1
|
|
|
Fees earned or
paid in cash
($)
|
|
|
Stock
awards
($)
2
|
|
|
All other
compensation
($)
|
|
|
Total
($)
|
|
Douglas M. Baker, Jr.
|
|
|
117,500
|
|
|
150,009
|
|
|
3,000
|
(4)
|
|
270,509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warner L. Baxter
|
|
|
117,500
|
|
|
150,009
|
|
|
|
|
|
267,509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marc N. Casper
|
|
|
90,000
|
(3)
|
|
150,009
|
|
|
5,000
|
(4)
|
|
245,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arthur D. Collins, Jr.
|
|
|
111,500
|
(3)
|
|
150,009
|
|
|
5,000
|
(4)
|
|
266,509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kimberly J. Harris
|
|
|
110,000
|
|
|
150,009
|
|
|
2,000
|
(4)
|
|
262,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roland A. Hernandez
|
|
|
122,500
|
(3)
|
|
150,009
|
|
|
1,000
|
(4)
|
|
273,509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Doreen Woo Ho
|
|
|
115,500
|
(3)
|
|
150,009
|
|
|
|
|
|
265,509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Olivia F. Kirtley
|
|
|
124,000
|
(3)
|
|
150,009
|
|
|
|
|
|
274,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Karen S. Lynch
|
|
|
103,500
|
(3)
|
|
150,009
|
|
|
|
|
|
253,509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard P. McKenney
|
|
|
24,375
|
(3)
|
|
37,459
|
|
|
1,000
|
(4)
|
|
62,834
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David B. O'Maley
|
|
|
141,500
|
|
|
150,009
|
|
|
3,000
|
(4)
|
|
294,509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
O'dell M. Owens, M.D., M.P.H.
|
|
|
109,500
|
|
|
150,009
|
|
|
1,000
|
(4)
|
|
260,509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Craig D. Schnuck
|
|
|
97,500
|
|
|
150,009
|
|
|
4,000
|
(4)
|
|
251,509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott W. Wine
|
|
|
106,500
|
(3)
|
|
150,009
|
|
|
|
|
|
256,509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
1.
-
Andrew Cecere, our President and Chief
Executive Officer, and Richard K. Davis, our Executive Chairman and former Chief Executive Officer, are not included in this table because they were employees of U.S. Bancorp during 2017 and therefore
received no compensation for their service as directors. The compensation each received as an employee of U.S. Bancorp is shown above in the Summary Compensation Table.
-
2.
-
The amounts in this column are calculated
based on the fair market value of our common stock on the date the grant was made in accordance with FASB ASC Topic 718. Each director serving at the time received a grant of 2,957 restricted stock
units on January 19, 2017 (grant date fair value: $150,009). Mr. McKenney joined the Board in October 2017, and he was granted 699 restricted stock units on October 19, 2017
(grant date fair value: $37,459).
No non-employee director held any stock options as of December 31, 2017. The directors held restricted stock
units as of December 31, 2017, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Restricted
stock units
|
|
|
|
Name
|
|
|
Restricted
stock units
|
|
Mr. Baker
|
|
|
67,254
|
|
|
|
Ms. Kirtley
|
|
|
74,840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Baxter
|
|
|
7,043
|
|
|
|
Ms. Lynch
|
|
|
7,043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Casper
|
|
|
6,412
|
|
|
|
Mr. McKenney
|
|
|
699
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Collins
|
|
|
69,962
|
|
|
|
Mr. O'Maley
|
|
|
73,768
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms. Harris
|
|
|
14,143
|
|
|
|
Dr. Owens
|
|
|
65,869
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Hernandez
|
|
|
23,578
|
|
|
|
Mr. Schnuck
|
|
|
81,474
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms. Woo Ho
|
|
|
23,575
|
|
|
|
Mr. Wine
|
|
|
11,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
3.
-
Messrs. Casper, Collins,
Hernandez, McKenney and Wine and Mses. Woo Ho, Kirtley and Lynch chose to defer their cash fees under the Director Deferred Compensation Plan.
-
4.
-
Represents matching contributions under
our charitable matching gifts program, which is available to all of our employees and directors.
|
|
|
|
|
|
67
|
|
U.S.
Bancorp
2018
Proxy
Statement
|
Table of Contents
|
Audit committee report and payment of fees to auditor
|
Audit committee report and payment of fees to auditor
Audit committee report
The consolidated financial statements of U.S. Bancorp for the year ended December 31, 2017, were audited by Ernst & Young LLP,
independent auditor for U.S. Bancorp.
As
part of its activities, the Audit Committee has:
-
1.
-
Reviewed and discussed with management the audited financial statements of U.S. Bancorp;
-
2.
-
Discussed with the independent auditor the matters required to be discussed under
Auditing Standard No. 1301,
Communications with Audit Committees,
as adopted by the U.S. Public Company Accounting Oversight Board ("PCAOB"),
Statement of Auditing Standards
No. 99 (Consideration of Fraud in a Financial Statement Audit)
, and under the SEC, PCAOB and NYSE rules;
-
3.
-
Received the written disclosures and letter from the independent auditor required by applicable requirements of the PCAOB regarding the independent
accountant's communications with the audit committee concerning independence; and
-
4.
-
Discussed with the independent auditor its independence.
Based
on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of U.S. Bancorp for
the year ended December 31, 2017, be included in U.S. Bancorp's Annual Report on Form 10-K filed with the SEC.
Audit Committee of the Board of Directors of U.S. Bancorp
|
|
|
|
|
Roland A. Hernandez,
Chair
|
|
Karen S. Lynch
|
|
|
Warner L. Baxter
|
|
Scott W. Wine
|
|
|
Fees to independent auditor
The following aggregate fees were billed to us for professional services by Ernst & Young LLP for fiscal years 2017 and 2016:
|
|
|
|
|
|
|
|
($ in millions)
|
|
|
2017
|
|
|
2016
|
|
Audit fees
|
|
$
|
10.9
|
|
$
|
11.3
|
|
Audit-related fees
|
|
|
5.2
|
|
|
4.7
|
|
Tax fees
|
|
|
6.1
|
|
|
6.0
|
|
All other fees
|
|
|
0.9
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
23.1
|
|
$
|
23.4
|
|
|
|
|
|
|
|
|
|
Audit fees:
Audit fees consist of fees billed to us by Ernst & Young LLP for the audit of our consolidated financial statements
included in our Annual Reports on Form 10-K, reviews of our financial statements included in each of our Quarterly Reports on Form 10-Q, and audits of financial statements of our
subsidiaries required by regulation, as well as procedures required by regulators, comfort letters, consents and assistance provided with our regulatory filings.
Audit-related fees:
Audit-related fees consist of fees billed to us by Ernst & Young LLP for audits of pension and other employee
benefit plan financial statements, audits of the financial statements of certain of our subsidiaries and affiliated entities, reviews of internal controls not related to the audit of our consolidated
financial statements, and internal control reports for various lines of business to support their customers' business requirements.
Tax fees:
Tax fees consist of fees billed to us by Ernst & Young LLP for tax compliance and review, tax planning and other tax
services. The aggregate fees billed for tax compliance and review services, including the preparation of and assistance with federal, state and local income tax returns, sales and use filings, and
foreign and other tax compliance, provided to us by Ernst & Young LLP was $4.1 million in 2017 and $4.5 million in 2016. In addition to fees being paid
|
|
|
|
|
|
U.S.
Bancorp
2018
Proxy
Statement
|
|
68
|
Table of Contents
Audit committee report and payment of fees to auditor
|
|
for
tax compliance services, we paid $2.0 million and $1.5 million for tax planning and other tax services provided to us by Ernst & Young LLP during 2017 and 2016,
respectively.
All other fees:
Other fees billed to us by Ernst & Young LLP in 2017 and 2016 primarily related to advisory services for internal
control programs.
Administration of engagement of independent auditor
The Audit Committee is responsible for appointing, compensating, retaining and overseeing the work of our independent auditor, including approving the
services provided by the independent auditor and the associated fees. The Audit Committee has established a policy for pre-approving the services provided by our independent auditor in accordance with
the auditor independence rules of the SEC. This policy requires the review and pre-approval by the Audit Committee of all audit and permissible non-audit services provided by our independent
auditor and an annual review of the financial plan for audit fees. To ensure that auditor independence is maintained, the Audit Committee annually pre-approves the audit services to be provided by our
independent auditor and the related estimated fees for such services, as well as the nature and extent of specific types of audit-related, tax and other non-audit services to be provided by the
independent auditor during the year.
As
the need arises, other specific permitted services are pre-approved on a case-by-case basis during the year. A request for pre-approval of services on a case-by-case basis must be submitted by our
Controller or Chief Risk Officer. These requests are required to include information on the nature of the particular service to be provided, estimated related fees and management's assessment of the
impact of the service on the auditor's independence. The Audit Committee has delegated to its chair pre-approval authority between meetings of the Audit Committee. Any pre-approvals made by the chair
must be reported to the Audit Committee. The Audit Committee will not delegate to management the pre-approval of services to be performed by our independent auditor.
All
of the services provided by our independent auditor in 2017 and 2016, including services related to the Audit-Related Fees, Tax Fees and All Other Fees described above, were approved by the Audit
Committee under its pre-approval policies after consideration of any impact of these services on the auditor's independence.
|
|
|
|
|
|
69
|
|
U.S.
Bancorp
2018
Proxy
Statement
|
Table of Contents
|
Proposal 2 Ratification of selection of independent auditor
|
Proposal 2 Ratification of selection of independent auditor
The Audit Committee has selected Ernst & Young LLP as our independent auditor for the 2018 fiscal year. Ernst &
Young LLP began serving as our independent auditor for the fiscal year ended December 31, 2003. Our
Audit Committee has carefully considered the selection of Ernst & Young LLP as our independent auditor, and has also considered whether there should be regular rotation of the
independent external audit firm.
The
Audit Committee annually reviews Ernst & Young LLP's independence and performance in connection with the committee's determination of whether to retain Ernst &
Young LLP or engage another firm as our independent auditor. In determining whether to reappoint Ernst & Young LLP as U.S. Bancorp's independent auditor, the Audit Committee took
into consideration a number of factors, including the qualifications of Ernst & Young LLP, the lead audit partner, and other key personnel; the length of time the firm has been engaged;
the quality of the historical and recent performance on the U.S. Bancorp audit; Ernst & Young LLP's capability and expertise in handling the breadth and complexity of our operations; the
appropriateness of Ernst & Young LLP's fees on an absolute basis and as compared to peer firms; and the advisability and potential impact of selecting a different independent audit firm.
In
accordance with SEC rules and company policies, lead and concurring audit partners are subject to a maximum of five years of service in that capacity. The process for selecting the audit firm's
lead engagement partner involves meetings with the candidates for the role by management; review and discussion with the Chair of the Audit Committee, who meets with selected candidates; and further
discussion with the full committee.
The
members of the Audit Committee believe the continued retention of Ernst & Young LLP to serve as our independent auditor is in the best interests of our company and its shareholders.
While we are not required to do so, we are submitting the selection of Ernst & Young LLP to serve as our independent auditor for the 2018 fiscal year for ratification in order to
ascertain the views of our shareholders on this appointment. If the selection is not ratified, the Audit Committee will reconsider its selection. Representatives of Ernst & Young LLP are
expected to be present at the annual meeting, will be available to answer shareholder questions, and will have the opportunity to make a statement if they desire to do so.
|
|
|
|
|
FOR
|
The Board of Directors recommends that you vote "FOR" ratification of the selection of Ernst & Young LLP as the independent auditor of U.S.
Bancorp for the 2018 fiscal year.
|
|
|
|
|
|
U.S.
Bancorp
2018
Proxy
Statement
|
|
70
|
Table of Contents
Proposal 3 Advisory vote on executive compensation
|
|
Proposal 3 Advisory vote on executive compensation
Executive compensation is an important matter to us. We are asking our shareholders to provide advisory approval of the compensation of our
executive officers named in the Summary Compensation Table, as we have described it in the "Compensation Discussion and Analysis" and "Executive Compensation" sections of this proxy statement. We have
been conducting annual advisory votes on executive compensation since 2009 and expect to conduct the next advisory vote at our 2019 annual meeting of shareholders.
We
have designed our executive compensation program to create long-term shareholder value by attracting and retaining talented leaders and rewarding them for top performance. Our company is presenting
this proposal, which gives you as a shareholder the opportunity to endorse or not endorse our executive pay program by voting "FOR" or "AGAINST" the following resolution:
"RESOLVED,
that the shareholders approve, on an advisory basis, the compensation of the named executive officers, as described in the Compensation Discussion and Analysis, the compensation tables and
the related disclosure contained in this proxy statement."
As
discussed in the "Compensation Discussion and Analysis" section earlier in this proxy statement, the Compensation and Human Resources Committee of the Board of Directors believes that the
compensation of our NEOs in 2017 was reasonable and appropriate, reflected the performance of our company, and aligned our executives' interests with those of our shareholders to support long-term
value creation.
This
vote, which is required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is not intended to address any specific item of compensation, but
rather our overall compensation policies and procedures relating to our NEOs described in this proxy statement. Accordingly, your vote will not directly affect or otherwise limit any existing
compensation or award arrangement of any of our NEOs.
Because
your vote is advisory, it will not be binding upon the Board of Directors. However, the Board values our shareholders' opinions, and the Compensation and Human Resources Committee will take
into account the outcome of the vote when considering future executive compensation arrangements.
|
|
|
|
|
FOR
|
The Board of Directors recommends that you vote "FOR" approval of the compensation of our named executive officers, as disclosed in this proxy
statement.
|
|
|
|
|
|
71
|
|
U.S.
Bancorp
2018
Proxy
Statement
|
Table of Contents
|
Security ownership of certain beneficial owners and management
|
Security ownership of certain beneficial owners and management
The following tables show how many shares of our common stock were beneficially owned as of February 6, 2018, by each current director
and director nominee, each of the NEOs, all of our directors and executive officers as a group, and each person who is known by us to beneficially own more than 5% of our voting securities.
Unless
otherwise noted, the shareholders listed in the tables have sole voting and investment power with respect to the shares of common stock owned by them. None of the shares beneficially owned by
our directors or executive officers are subject to any pledge, in accordance with our company policy prohibiting them from pledging or hedging our common stock.
Directors and executive officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of beneficial owner
|
|
|
Outstanding
shares of
common
stock
1
|
|
|
Options exercisable
within 60 days of
February 6, 2018
|
|
|
Restricted
stock
units
2
|
|
|
Deferred
compensation
3
|
|
|
Total
|
|
|
Percent of
common stock
|
|
Douglas M. Baker, Jr.
|
|
|
1,000
|
|
|
|
|
|
68,497
|
|
|
|
|
|
69,497
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warner L. Baxter
|
|
|
|
|
|
|
|
|
7,970
|
|
|
|
|
|
7,970
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marc N. Casper
|
|
|
|
|
|
|
|
|
7,336
|
|
|
|
|
|
7,336
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrew Cecere
|
|
|
464,261
|
|
|
883,756
|
|
|
95,056
|
|
|
|
|
|
1,443,073
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arthur D. Collins, Jr.
|
|
|
|
|
|
|
|
|
71,219
|
|
|
28,719
|
|
|
99,938
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard K. Davis
|
|
|
866,173
|
|
|
1,734,420
|
|
|
152,344
|
|
|
74,811
|
|
|
2,827,748
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terrance R. Dolan
|
|
|
44,523
|
|
|
104,498
|
|
|
31,847
|
|
|
|
|
|
180,868
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kimberly J. Harris
|
|
|
|
|
|
|
|
|
15,108
|
|
|
|
|
|
15,108
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roland A. Hernandez
|
|
|
|
|
|
|
|
|
24,592
|
|
|
2,784
|
|
|
27,376
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Doreen Woo Ho
|
|
|
|
|
|
|
|
|
24,590
|
|
|
2,269
|
|
|
26,859
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gunjan Kedia
|
|
|
4,487
|
|
|
6,816
|
|
|
6,183
|
|
|
|
|
|
17,486
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Olivia F. Kirtley
|
|
|
10,649
|
|
|
|
|
|
76,123
|
|
|
25,901
|
|
|
112,673
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Karen S. Lynch
|
|
|
|
|
|
|
|
|
7,970
|
|
|
561
|
|
|
8,531
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard P. McKenney
|
|
|
|
|
|
|
|
|
1,593
|
|
|
1,007
|
|
|
2,600
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David B. O'Maley
|
|
|
241,682
|
|
|
|
|
|
75,045
|
|
|
12,351
|
|
|
329,078
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
O'dell M. Owens, M.D., M.P.H.
|
|
|
|
|
|
|
|
|
67,105
|
|
|
73,384
|
|
|
140,489
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
P.W. (Bill) Parker
|
|
|
219,411
|
|
|
109,136
|
|
|
39,204
|
|
|
|
|
|
367,751
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Craig D. Schnuck
|
|
|
|
|
|
|
|
|
82,792
|
|
|
|
|
|
82,792
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffry H. von Gillern
|
|
|
69,321
|
|
|
123,851
|
|
|
30,806
|
|
|
|
|
|
223,978
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott W. Wine
|
|
|
400
|
|
|
|
|
|
12,943
|
|
|
9,280
|
|
|
22,623
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All directors and executive officers as a group (29 persons)
|
|
|
2,293,028
|
|
|
3,632,526
|
|
|
1,056,687
|
|
|
241,506
|
|
|
7,223,747
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
*
-
Indicates
less than 1%.
-
1.
-
Common stock
|
|
|
|
|
|
U.S.
Bancorp
2018
Proxy
Statement
|
|
72
|
Table of Contents
Security ownership of certain beneficial owners and management
|
|
-
▶
-
for Mr. Dolan, includes 5,695 shares held in the U.S. Bank 401(k)
Savings Plan;
-
▶
-
for Mr. Parker, includes 3,912 shares held as power of attorney on
behalf of his mother;
-
▶
-
for Mr. von Gillern, includes 15,044 shares held in the U.S. Bank 401(k)
Savings Plan;
-
▶
-
for Mr. Wine, includes 400 shares held in trusts of which
Mr. Wine is trustee; and
-
▶
-
for all directors and executive officers as a group, includes 84,426 shares
held in the U.S. Bank 401(k) Savings Plan for the accounts of certain executive officers.
-
2.
-
Restricted stock units
Restricted stock units (including performance-based restricted stock units held by our executive officers) are distributable in an equivalent number of shares of
our common stock upon settlement. Restricted stock units granted to our officers are settled as they vest, and restricted stock units granted to our directors are immediately vested but do not settle
until the director ceases to serve on the Board. The number of restricted stock units that are currently vested, or that vest within 60 days of February 6, 2018, is included in this
column.
-
3.
-
Deferred compensation
Certain of our directors and executive officers have deferred cash compensation under our deferred compensation plans. Some of these deferred amounts will be
paid out in shares of our common stock upon the director's or officer's retirement or other termination of employment or service with U.S. Bancorp. The directors and officers have no voting or
investment power as to these shares. The number of shares to which the directors and officers would have been entitled had their employment or service with U.S. Bancorp been terminated as of
February 6, 2018, is included in this column.
Principal shareholders
|
|
|
|
|
|
|
|
Name of beneficial Owner
|
|
|
Shares of
common stock
|
|
|
Percent of
common stock
|
|
BlackRock, Inc.
1
|
|
|
108,270,077
|
|
|
6.53
|
%
|
|
|
|
|
|
|
|
|
Warren E. Buffett
Berkshire Hathaway Inc.
2
|
|
|
105,329,640
|
|
|
6.36
|
%
|
|
|
|
|
|
|
|
|
The Vanguard Group
3
|
|
|
107,303,222
|
|
|
6.48
|
%
|
|
|
|
|
|
|
|
|
-
1.
-
BlackRock, Inc.
Based on Amendment No. 8 to Schedule 13G filed with the SEC on January 23, 2018, by BlackRock, Inc., on behalf of itself and certain
of its subsidiaries. BlackRock, Inc. has sole voting power over 93,734,067 shares and sole dispositive power over 108,270,078 shares. The address for BlackRock is 55 East 52nd Street,
New York, NY 10055.
-
2.
-
Warren E. Buffett and Berkshire Hathaway Inc.
Based on Amendment No. 3 to Schedule 13G filed with the SEC on February 14, 2018, by Warren E. Buffett, Berkshire Hathaway Inc., a
holding company which Mr. Buffett may be deemed to control, and other members of the filing group of which none beneficially owns more than 5% of the outstanding shares of U.S. Bancorp common
stock. Mr. Buffett has sole voting and dispositive powers over 884,230 shares, and shared voting and dispositive powers over 104,445,320 shares. Berkshire Hathaway Inc. has sole voting
and dispositive powers over no shares, and shared voting and dispositive powers over 104,445,320 shares. The address for each of Mr. Buffett and Berkshire Hathaway is 3555 Farnam Street, Omaha,
NE 68131.
-
3.
-
The Vanguard Group
Based on Amendment No. 3 to Schedule 13G filed with the SEC on February 9, 2018, by The Vanguard Group, on behalf of itself and certain of
its subsidiaries. The Vanguard Group has sole voting power over 2,237,679 shares, shared voting power over 394,129 shares, sole dispositive power over 104,735,496 shares and shared dispositive power
over 2,567,726 shares. Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., wholly-owned subsidiaries of The Vanguard Group, beneficially own 1,715,498 and 1,363,571
shares, respectively. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.
|
|
|
|
|
|
73
|
|
U.S.
Bancorp
2018
Proxy
Statement
|
Table of Contents
|
Questions and answers about the annual meeting and voting
|
Questions and answers about the annual meeting and voting
Why did I receive the proxy materials?
We have furnished the proxy materials to you over the Internet or mailed you a printed copy of these materials because the Board of Directors of U.S. Bancorp
is soliciting your proxy to vote your shares of our common stock at the annual meeting of shareholders to be held on April 17, 2018, or at any adjournments or postponements of the meeting.
What is a proxy?
It is your designation of another person to vote stock you own. That other person is called a proxy. If you designate someone as your proxy in a written
document, that document also is called a proxy or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your shares. We refer to this as your "proxy vote." Andrew Cecere,
our President and Chief Executive Officer, and Laura F. Bednarski, our Corporate Secretary, have been designated as the proxies to cast the votes of our shareholders at our 2018 annual meeting of
shareholders.
How can I access the proxy materials and vote my shares?
The instructions for accessing the proxy materials and voting can be found in the information you received
either by mail or e-mail. Depending on how you received the proxy materials, you may vote by Internet, telephone or mail. We encourage you to vote by
Internet.
-
▶
-
If you are a shareholder who
received a notice by mail regarding the Internet availability of the proxy materials:
You may access the proxy materials and
voting instructions over the Internet via the web address provided in the notice. In order to access this material and vote, you will need the control number provided on the notice you
received in the mail. You may vote by following the instructions on the notice or on the website.
-
▶
-
If you are a shareholder who
received an e-mail directing you to the proxy materials:
You may access the proxy materials and voting instructions over the
Internet via the web address provided in the e-mail. In order to access these materials and vote, you will need the control number provided in the e-mail. You may vote by following the
instructions in the e-mail or on the website.
-
▶
-
If you are a shareholder who
received the proxy materials by mail:
You may vote your shares by following the instructions provided on the proxy card or
voting instruction form. If you vote by Internet or telephone, you will need the control number provided on the proxy card or voting instruction form. If you vote by mail, please complete,
sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed envelope.
What is the purpose of the meeting?
At our annual meeting, shareholders will act upon the matters outlined in the notice of annual meeting of shareholders and described in this proxy statement.
Management will also report on our 2017 performance and, once the business of the annual meeting is concluded, respond to questions from shareholders.
Why did I receive a notice regarding the Internet availability of proxy materials instead of a printed copy of the proxy materials?
In accordance with rules adopted by the SEC, we are furnishing our proxy materials to our shareholders primarily over the Internet instead of mailing printed
copies of those materials to each shareholder. By doing so, we reduce costs and lessen the environmental impact of our proxy solicitation. On or about March 6, 2018, we mailed a notice of
Internet availability of the proxy materials to most of our shareholders who had not previously requested printed materials. The notice contains instructions about how to access our proxy materials
and vote online. This notice is not a proxy card and cannot be used to vote your shares. If you would like to receive a paper copy of our proxy materials, please follow the instructions on the notice.
We
provided some of our shareholders, including shareholders who have previously requested to receive paper copies of the proxy materials and some of our shareholders who are participants in our
benefit plans, with paper copies of the proxy materials instead of a notice. If you received paper copies of the notice or proxy materials, we encourage you to
|
|
|
|
|
|
U.S.
Bancorp
2018
Proxy
Statement
|
|
74
|
Table of Contents
Questions and answers about the annual meeting and voting
|
|
sign
up to receive all of your future proxy materials electronically, as described under "How can I receive my proxy materials by e-mail in the future?" below.
Who is entitled to vote at the meeting?
The Board has set February 20, 2018, as the record date for the annual meeting. If you were a shareholder of record at the close of business on
February 20, 2018, you are entitled to vote at the meeting. As of the record date, 1,650,830,919 shares of our common stock were issued and outstanding and, therefore, eligible to vote at the
meeting.
What are my voting rights?
Holders of our common stock are entitled to one vote per share. Therefore, a total of 1,650,830,919 votes are entitled to be cast at the meeting. There is no
cumulative voting.
How many shares must be present to hold the meeting?
In accordance with our bylaws, shares equal to at least one-third of the voting power of our outstanding shares of common stock as of the record date must be
present at the meeting in order to hold the meeting and conduct business. This is called a quorum. Your shares are counted as present at the meeting if:
-
▶
-
you have properly submitted a proxy vote by Internet, telephone or mail, even if you abstain from voting on one or
more matters;
-
▶
-
you are present and vote in person at the meeting; or
-
▶
-
you hold your shares in street name (as discussed below) and you provide voting instructions to your broker, bank,
trust or other nominee or you do not provide voting instructions but your broker, bank, trust or other nominee uses its discretionary authority to vote your shares on the ratification of the selection
of our independent auditor.
What is the difference between a shareholder of record and a "street name" holder?
If your shares are registered directly in your name with our transfer agent, Computershare Investor Services, you are considered the shareholder of record
with respect to those shares.
If
your shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be the shareholder of record with respect to
those shares. However, you still are considered the beneficial owner of those shares and your shares are said to be held in "street name." Street name holders generally cannot vote their shares
directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares using the voting instruction form provided by it.
How do I vote if my shares are held in the U.S. Bank 401(k) Savings Plan?
If you hold any shares in the U.S. Bank 401(k) Savings Plan, you are receiving, or being provided access to, the same proxy materials as any other shareholder
of record. However, your proxy vote will serve as voting instructions to the plan trustee. Your voting instructions must be received at least five days prior to the annual meeting in order to count.
In accordance with the terms of the plan, the trustee will vote all of the shares held in the plan in the same proportion as the actual proxy votes submitted by plan participants at least five days
prior to the annual meeting.
Can I vote my shares in person at the meeting?
If you are a shareholder of record, you may vote your shares in person by completing a ballot at the meeting. Even if you currently plan to attend the
meeting, we recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the meeting.
If
you are a street name holder, you may vote your shares in person at the meeting only if you obtain a signed letter or other document from your broker, bank, trust or other nominee giving you the
right to vote the shares at the meeting.
If
you are a participant in the U.S. Bank 401(k) Savings Plan, you may submit a proxy vote as described above, but you may not vote your 401(k) Savings Plan shares in person at the meeting.
What if I am a shareholder of record and do not specify how I want my shares voted?
If you submit your proxy by Internet or submit a signed proxy card and do not specify how you want to vote your shares, we will vote your shares in accordance
with the recommendations of the Board. Our telephone voting procedures do not permit you to submit your proxy vote by telephone without specifying how you want your shares voted.
|
|
|
|
|
|
75
|
|
U.S.
Bancorp
2018
Proxy
Statement
|
Table of Contents
|
Questions and answers about the annual meeting and voting
|
What if I hold my shares in street name and do not provide voting instructions?
If you hold your shares in street name and do not provide voting instructions, your broker, bank, trust or other nominee has discretionary authority to vote
your shares on the ratification of the selection of Ernst & Young LLP as our independent auditor. However, in the absence of your specific instructions as to how to vote, your broker,
bank, trust or other nominee does not have discretionary authority to vote on any other proposal. Such a situation results in a "broker non-vote," which does not have an effect on the outcome of the
proposal. It is important, therefore, that you provide instructions to your broker, bank, trust or other nominee so that your vote with respect to the other proposals is counted.
What is the voting standard and what is the effect of abstentions?
You may vote "FOR," "AGAINST" or "ABSTAIN" with respect to each nominee for the Board of Directors (Proposal 1), the ratification of the selection of
independent auditor (Proposal 2), and the advisory vote on executive compensation (Proposal 3).
The
following table summarizes the voting standard applicable to each proposal and the effect of an "ABSTAIN" vote in each instance.
|
|
|
|
|
Proposal
|
|
Voting standard
|
|
Effect of "ABSTAIN" vote
|
Election of directors
|
|
The nominee is elected if the number of votes cast "FOR" him or her exceeds the number of votes cast "AGAINST" him or her
|
|
No effect
|
|
|
|
|
|
All other proposals
|
|
The proposal is approved if "FOR" votes are cast by the majority of shares present and entitled to vote on the matter
|
|
Same effect as "AGAINST" vote
|
|
|
|
|
|
What does it mean if I receive more than one notice of Internet availability of proxy materials, proxy card, voting instruction form, or e-mail with instructions on how to access the proxy materials?
If you receive more than one notice of Internet availability of proxy materials, proxy card, voting instruction form, or e-mail with instructions on how to
access the proxy materials, it means that you hold shares in more than one account. To ensure that all of your shares are voted, vote separately for each notice of Internet availability of proxy
materials, proxy card, voting instruction form, and e-mail you receive.
Can I change my vote after submitting my proxy?
Yes. You may revoke your proxy and change your vote at any time before your proxy is voted at the annual meeting. If you are a shareholder of record, you may
revoke your proxy and change your vote by:
-
▶
-
voting again over the Internet or by telephone by no later than 11:59 p.m., Eastern Time, on April 16,
2018, or by submitting a proxy card with a later date and returning it so that it is received by April 16, 2018; or
-
▶
-
submitting written notice of revocation to our Corporate Secretary at the address shown on page 79 of this proxy
statement so that it is received by April 16, 2018.
Attending
the meeting will not revoke your proxy unless you specifically request to revoke it or submit a ballot at the meeting. To request an additional proxy card, or if you have any questions about
the annual meeting or how to vote or revoke your proxy, you should write to Investor Relations, U.S. Bancorp, 800 Nicollet Mall, Minneapolis, MN 55402 or call 866.775.9668.
If
you hold your shares in street name, contact your broker, bank, trust or other nominee regarding how to revoke your proxy and change your vote. If you are a participant in the U.S. Bank 401(k)
Savings Plan, you may revoke your proxy and change your vote as described above, but only until 11:59 p.m., Eastern Time, on April 12, 2018.
Will my vote be kept confidential?
Yes. We have procedures to ensure that all proxies, ballots and voting tabulations that identify shareholders are kept permanently confidential, except as
follows: to meet legal requirements, to assert claims for or defend claims against
|
|
|
|
|
|
U.S.
Bancorp
2018
Proxy
Statement
|
|
76
|
Table of Contents
Questions and answers about the annual meeting and voting
|
|
our
company, to allow authorized individuals to count and certify the results of the shareholder vote if a proxy solicitation in opposition to the Board takes place, or to respond to shareholders who
have written comments on proxy cards or who have requested disclosure. We also have the voting tabulations performed by an independent third party.
Who will count the votes?
Representatives of Broadridge Financial Solutions, Inc., our tabulation agent, will tabulate the votes and act as independent inspectors of election.
How do I attend the meeting?
You are entitled to attend the annual meeting only if you were, or you hold a valid legal proxy naming you
to represent, one of our shareholders on the record date. We will confirm that you are entitled to attend the annual meeting by one of the following
means:
-
▶
-
If you are the
record holder of your shares:
We will verify your name and stock ownership on the record date against our list of registered
shareholders.
-
▶
-
If you hold your
shares in street name:
You must present one of the following documents as evidence of your ownership on the record date: the voting instruction form
or notice of Internet availability you received from your broker, bank, trust or other nominee, or your most recent brokerage or bank
statement.
-
▶
-
If you are acting
as the representative of a shareholder:
You must present a written proxy granting you authority to represent the shareholder at the annual meeting;
the written proxy must include your name and be signed by the shareholder you are representing. If the shareholder you are representing is a record holder, we will verify that person's name
and stock ownership against our list of registered shareholders. If the shareholder you are representing holds shares in street name, you must provide the voting instruction form or notice of
Internet availability the shareholder received from his or her broker, bank, trust or other nominee, or his or her most recent brokerage or bank statement, along with the written
proxy.
At the entrance to the meeting, you must present a valid form of photo identification, such as a driver's license. We will then verify that your name
appears in our stock records or will inspect your proof of ownership if you are a street name holder, as described above. If you are acting as a representative of a shareholder, we will
inspect the written proxy you present as evidence of your authority to represent the shareholder, along with evidence of the shareholder's ownership, as described above. We will decide in our
sole discretion whether the documentation you present for admission to the meeting meets these requirements. The admission of persons who are guests of shareholders is subject to the
discretion of management.
Anyone needing special assistance should call Investor Relations at 866.775.9668. Please allow ample time for the admission procedures described
above. Please let us know if you plan to attend the meeting by responding affirmatively when prompted during Internet or telephone voting or by marking the attendance box on your proxy
card.
If you are not able to attend the meeting, you will still be able to access an audio replay of the management presentation given at the meeting from
our website. You can find instructions on how to access the replay and the presentation materials on our website at www.usbank.com by clicking on "About Us" and then "Investor Relations" and
then "Webcasts & Presentations."
Who pays for the cost of proxy preparation and solicitation?
We pay for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokerage firms, banks, trusts or other nominees
for forwarding proxy materials to street name holders. We have retained Alliance Advisors, LLC, to assist in the solicitation of proxies for the annual meeting for a fee of $20,000, plus
associated costs and expenses.
We
are soliciting proxies primarily by mail. In addition, our directors, officers and employees may solicit proxies by telephone, facsimile, e-mail or in person. They will not receive any additional
compensation for these activities.
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77
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U.S.
Bancorp
2018
Proxy
Statement
|
Table of Contents
|
Questions and answers about the annual meeting and voting
|
Does the company "household" annual meeting materials?
The SEC rules allow a single copy of the notice of Internet availability of proxy materials or proxy statement and annual report to be delivered to multiple
shareholders sharing the same address and last name, or who we reasonably believe are members of the same family, and who consent to receive a single copy of these materials in a manner provided by
these rules. This practice is referred to as "householding." Although we do not household for our registered shareholders, we understand that some brokers, banks, trusts and other nominees household
U.S. Bancorp notices of Internet availability of proxy materials or proxy statements and annual reports, delivering a single copy of each to multiple shareholders sharing an address unless contrary
instructions have been received from the affected shareholders. Once you have received notice from your broker, bank, trust or other nominee that they will be householding materials to your address,
householding will continue until you are notified otherwise or until you revoke your consent.
If,
at any time, you no longer wish to participate in householding and would prefer to receive a separate copy of our notice of Internet availability of proxy materials or proxy statement or annual
report, or if you are receiving multiple copies of any of these documents and wish to receive only one, please notify your broker, bank, trust or other nominee. We will deliver promptly upon written
or oral request a separate copy of our notice of Internet availability of proxy materials, proxy statement and/or our annual report to a shareholder at a shared address to which a single copy was
delivered. For copies of any of these documents, shareholders should write to Investor Relations, U.S. Bancorp, BC-MN-H23K, 800 Nicollet Mall, Minneapolis, Minnesota 55402, or call 866.775.9668.
How can I receive my proxy materials by e-mail in the future?
Instead of receiving future paper copies of the notice of Internet availability of proxy materials or our proxy materials by mail, you can elect to receive an
e-mail with links to these documents, your control number and instructions for voting over the Internet. Opting to receive your proxy materials by e-mail will save the cost of producing and mailing
documents to you and will also help conserve environmental resources. Your e-mail address will be kept separate from any other company operations and will be used for no other purpose.
If
we mailed you a notice of Internet availability of proxy materials or a printed copy of our proxy statement and annual report and you would like to sign up to receive these materials by e-mail in
the future, you can choose this option by:
-
▶
-
following the instructions provided on your proxy card or voting instruction form if you received a paper copy of the
proxy materials;
-
▶
-
following the instructions provided when you vote over the Internet; or
-
▶
-
going to http://enroll.icsdelivery.com/usb and following the instructions provided.
You
may revoke this request at any time by following the instructions at http://enroll.icsdelivery.com/usb. Your election will remain in effect unless you revoke it later.
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U.S.
Bancorp
2018
Proxy
Statement
|
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78
|
Table of Contents
Other matters
|
|
Other matters
Annual Report to Shareholders and Form 10-K
|
If
you received a paper copy of the proxy materials, our 2017 Annual Report to Shareholders, including financial statements for the year ended December 31, 2017, accompanied
this proxy statement. The 2017 Annual Report to Shareholders is also available on our website at www.usbank.com by clicking on "About Us" and then "Investor Relations." Copies of our 2017 Annual
Report on Form 10-K, which is on file with the SEC, are available to any shareholder who submits a request in writing to Investor Relations, U.S. Bancorp, BC-MN-H23K, 800 Nicollet Mall,
Minneapolis, Minnesota 55402. Copies of any exhibits to the Form 10-K are also available upon written request and payment of a fee covering our reasonable expenses in furnishing the exhibits.
Section 16(a) beneficial ownership reporting compliance
|
Section 16(a)
of the Exchange Act requires our executive officers, Controller and directors to file initial reports of ownership and reports of changes in ownership of our
securities with the SEC. Our executive officers, Controller and directors are required to furnish us with copies of these reports. Based solely on a review of the Section 16(a) reports
furnished to us with respect to 2017 and written representations from our executive officers, Controller and directors, we believe that all Section 16(a) filing requirements applicable to those
persons during 2017 were satisfied.
Communicating with U.S. Bancorp's Board of Directors
|
Shareholders
or any other interested party may communicate with our Board of Directors by sending a letter addressed to our Board of Directors, non-employee directors, Chairman, Lead
Director or specified individual directors to:
|
|
|
The Office of the Corporate Secretary
U.S. Bancorp
BC-MN-H21O
800 Nicollet Mall
Minneapolis, MN 55402
|
|
|
Any
such letters will be delivered to the Lead Director, or to a specified director if so addressed. Letters relating to accounting matters will also be delivered to our Chief Risk Officer for
handling in accordance with the Audit Committee's policy on investigation of complaints relating to accounting matters.
The
Lead Director (or, in the Lead Director's discretion, the chair of the relevant Board committee) may be available to meet with shareholders as appropriate. Requests for such a meeting are
considered on a case-by-case basis.
Deadlines for submitting proposals and nominating directors for the 2019 annual meeting
|
Submitting a shareholder proposal for inclusion in our proxy statement
In order for a shareholder proposal to be considered for inclusion in our proxy statement for the 2019 annual meeting of shareholders, we must receive the
written proposal at our principal executive offices at U.S. Bancorp, BC-MN-H21O, 800 Nicollet Mall, Minneapolis, Minnesota 55402, Attention: Corporate Secretary, on or before November 6, 2018.
The proposal must comply with SEC regulations regarding the inclusion of shareholder proposals in company-sponsored proxy materials.
Nominating a director for inclusion in our proxy statement (proxy access nominees)
A shareholder or group of up to 20 shareholders that has held at least 3% of the outstanding shares of our company's common stock for at least three years is
able to nominate directors to fill up to 20% of the Board seats (but at least two directors) for inclusion in our proxy statement if the shareholder(s) and nominee(s) satisfy the requirements
specified in our bylaws and notice is received between 150 and 120 days before the anniversary of the date the proxy statement for the prior year's annual meeting was released to shareholders.
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79
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U.S.
Bancorp
2018
Proxy
Statement
|
Table of Contents
|
Other matters
|
In
order for a nominee to be considered for inclusion in our proxy statement for the 2019 annual meeting of shareholders, we must receive written notice of the nomination at our principal executive
offices at U.S. Bancorp, BC-MN-H21O, 800 Nicollet Mall, Minneapolis, Minnesota, Attention: Corporate Secretary, no earlier than October 7, 2018, and no later than November 6, 2018. The
notice must contain the specific information required by our bylaws. You can find a copy of our bylaws on our website at www.usbank.com by clicking on "About Us" and then "Investor Relations" and then
"Corporate Governance" and then "Restated Bylaws."
Other shareholder proposals and director nominations (advance notice provisions)
Our bylaws provide that a shareholder may nominate from the floor a director for election at the annual meeting if proper written notice is received by the
Corporate Secretary of U.S. Bancorp at our principal executive offices in Minneapolis, Minnesota, at least 120 days in advance of the anniversary of the prior year's annual meeting. A
shareholder may present from the floor a proposal other than a director nomination if proper written notice is received by the Corporate Secretary at least 120 days in advance of the
anniversary of the date the proxy statement for the prior year's annual meeting was released to shareholders.
For
the 2019 annual meeting of shareholders, notices of director nominations and shareholder proposals to be made from the floor must be received on or before December 18, 2018, and
November 6, 2018, respectively. The notice must contain the specific information required by our bylaws. You can find a copy of our bylaws on our website at www.usbank.com by clicking on "About
Us" and then "Investor Relations" and then "Corporate Governance" and then "Restated Bylaws."
Shareholder
proposals and director nominations for which notice is received by us after November 6, 2018, and December 18, 2018, respectively, may not be presented in any manner at the
2019 annual meeting.
Other matters for consideration
|
We
do not know of any other matters that may be presented for consideration at the 2018 annual meeting. If any other business does properly come before the annual meeting, the
persons named as proxies above under the heading "Questions and Answers About the Annual Meeting and Voting What is a proxy?" will vote as they deem in the best interests of U.S.
Bancorp.
Laura
F. Bednarski
Corporate Secretary
Dated:
March 6, 2018
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|
|
U.S.
Bancorp
2018
Proxy
Statement
|
|
80
|
Table of Contents
Non-GAAP financial measures
|
|
Non-GAAP financial measures
Return on tangible common equity (ROTCE) is calculated by dividing net earnings applicable to common shareholders, excluding the impact of
intangibles amortization, by tangible common shareholders' equity. We believe that ROTCE is a meaningful way for holders of U.S. Bancorp common stock to assess the company's use of equity.
We
use net interest income on a taxable-equivalent basis to calculate our efficiency ratio. We believe that this presentation is the preferred industry measurement of net interest income as it
provides a relevant comparison of net interest income arising from taxable and tax-exempt sources. In addition, we excluded notable items from the presentation in this proxy statement of efficiency
ratio, return on average assets and return on average common equity for 2017 for the company and members of our financial peer group because we believe that core results provide a more reliable means
of comparison.
The
calculations of U.S. Bancorp's ROTCE for 2008 through 2017, U.S. Bancorp's efficiency ratio for 2017, using net interest income on a taxable-equivalent basis and excluding notable items, and U.S.
Bancorp's return on average assets and return on average common equity for 2017, excluding notable items, follow:
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31
(Dollars in Millions)
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
Net income applicable to U.S. Bancorp common shareholders
|
|
$
|
5,913
|
|
$
|
5,589
|
|
$
|
5,608
|
|
$
|
5,583
|
|
$
|
5,552
|
|
$
|
5,383
|
|
$
|
4,721
|
|
$
|
3,332
|
|
$
|
1,803
|
|
$
|
2,819
|
|
Intangibles amortization (net-of-tax)
|
|
|
114
|
|
|
116
|
|
|
113
|
|
|
129
|
|
|
145
|
|
|
178
|
|
|
194
|
|
|
239
|
|
|
252
|
|
|
231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to U.S. Bancorp common shareholders, excluding intangibles amortization (a)
|
|
|
6,027
|
|
|
5,705
|
|
|
5,721
|
|
|
5,712
|
|
|
5,697
|
|
|
5,561
|
|
|
4,915
|
|
|
3,571
|
|
|
2,055
|
|
|
3,050
|
|
Average total equity
|
|
|
49,097
|
|
|
47,988
|
|
|
45,502
|
|
|
43,524
|
|
|
41,287
|
|
|
38,736
|
|
|
33,116
|
|
|
28,799
|
|
|
27,021
|
|
|
23,324
|
|
Less: Average preferred stock
|
|
|
5,490
|
|
|
5,501
|
|
|
4,836
|
|
|
4,756
|
|
|
4,804
|
|
|
4,381
|
|
|
2,414
|
|
|
1,742
|
|
|
4,445
|
|
|
2,246
|
|
Less: Average noncontrolling interests
|
|
|
631
|
|
|
649
|
|
|
689
|
|
|
687
|
|
|
1,370
|
|
|
1,125
|
|
|
916
|
|
|
750
|
|
|
714
|
|
|
754
|
|
Less: Average goodwill (net of deferred tax liability)
1
|
|
|
8,160
|
|
|
8,242
|
|
|
8,347
|
|
|
8,435
|
|
|
8,564
|
|
|
8,295
|
|
|
8,288
|
|
|
8,410
|
|
|
8,318
|
|
|
7,844
|
|
Less: Average intangible assets, other than mortgage servicing rights
|
|
|
637
|
|
|
783
|
|
|
764
|
|
|
848
|
|
|
920
|
|
|
1,112
|
|
|
1,297
|
|
|
1,517
|
|
|
1,649
|
|
|
1,611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average U.S. Bancorp common shareholders' equity, excluding intangible assets (b)
|
|
|
34,179
|
|
|
32,813
|
|
|
30,866
|
|
|
28,798
|
|
|
25,629
|
|
|
23,823
|
|
|
20,201
|
|
|
16,380
|
|
|
11,895
|
|
|
10,869
|
|
Return on tangible common equity (a)/(b)
|
|
|
17.6
|
%
|
|
17.4
|
%
|
|
18.5
|
%
|
|
19.8
|
%
|
|
22.2
|
%
|
|
23.3
|
%
|
|
24.3
|
%
|
|
21.8
|
%
|
|
17.3
|
%
|
|
28.1
|
%
|
Net interest income
|
|
$
|
12,241
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable-equivalent adjustment
2
|
|
|
205
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income, on a taxable-equivalent basis
|
|
|
12,446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income, on a taxable-equivalent basis (as calculated above)
|
|
|
12,446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest income
|
|
|
9,611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Securities gains (losses), net
|
|
|
57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net revenue, excluding net securities gains (losses) (c)
|
|
|
22,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest expense
|
|
|
12,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Notable items
3
|
|
|
825
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest expense, excluding notable items (d)
|
|
|
12,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Efficiency ratio, excluding notable items (d)/(c)
|
|
|
55.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to U.S. Bancorp
|
|
$
|
6,218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Notable items
4
|
|
|
150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to U.S. Bancorp, excluding notable items (e)
|
|
|
6,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average assets (f)
|
|
$
|
448,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average assets, excluding notable items (e)/(f)
|
|
|
1.35
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to U.S. Bancorp common shareholders
|
|
$
|
5,913
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Notable items
4
|
|
|
150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to U.S. Bancorp common shareholders, excluding notable items (g)
|
|
|
5,763
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average common equity (h)
|
|
$
|
42,976
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average common equity, excluding notable items (g)/(h)
|
|
|
13.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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1.
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Includes goodwill related to certain
investments in unconsolidated financial institutions per prescribed regulatory requirements.
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2.
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Utilizes a tax rate of 35 percent,
for the periods presented, for those assets and liabilities whose income or expense is not included for federal income tax purposes.
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3.
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Notable items for the year
ended December 31, 2017 include: $608 million legal and regulatory accrual, $150 million contribution to the U.S. Bank Foundation and $67 million one-time bonus to certain
eligible employees.
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4.
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Notable items for the year
ended December 31, 2017 include: $910 million reduction in income tax expense due to tax reform legislation, $608 million legal and regulatory accrual, $105 million
(after-tax) contribution to the U.S. Bank Foundation and $47 million (after-tax) one-time bonus to certain eligible employees.
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81
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U.S.
Bancorp
2018
Proxy
Statement
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Table of Contents
Annual meeting time and location
Tuesday,
April 17, 2018, at 11:00 a.m., local time
Hyatt
Regency Albuquerque
Grand Pavilion
330 Tijeras NW
Albuquerque, NM 87102
Table of Contents
VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern time on April 16, 2018; or April 12, 2018, for shares held in the U.S. Bancorp 401(k) Savings Plan. Have this proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern time on April 16, 2018; or April 12, 2018, for shares held in the U.S. Bancorp 401(k) Savings Plan. Have this proxy card in hand when you call and then follow the instructions. U.S. BANCORP INVESTOR RELATIONS 800 NICOLLET MALL BC-MN-H23K MINNEAPOLIS, MN 55402-7014 VOTE BY MAIL Mark, sign and date this proxy card and return it in the postage-paid envelope we have provided, or return it to U.S. Bancorp, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, so that it is received by April 17, 2018. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E36960-P02314-Z71767 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. U.S. BANCORP The Board of Directors recommends a vote "FOR" each of the following nominees: 1 - Election of Directors: For ! ! ! ! ! ! ! ! ! ! ! ! ! ! Against ! ! ! ! ! ! ! ! ! ! ! ! ! ! Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! 1a. Warner L. Baxter 1b. Marc N. Casper The Board of Directors recommends a vote "FOR" the following proposals: 2 - The ratification of the selection of Ernst & Young LLP as our independent auditor for the 2018 fiscal year. 3 - An advisory vote to approve the compensation of our executives disclosed in the proxy statement. 1c. Andrew Cecere For ! ! Against ! ! Abstain ! ! 1d. Arthur D. Collins, Jr. 1e. Kimberly J. Harris 1f. Roland A. Hernandez 1g. Doreen Woo Ho 1h. Olivia F. Kirtley 1i. Karen S. Lynch 1j. Richard P. McKenney 1k. David B. OMaley 1l. Odell M. Owens, M.D., M.P.H. For address changes and/or comments, please check this box and write them on the back where indicated. ! 1m. Craig D. Schnuck Yes ! No ! Please indicate if you plan to attend this meeting. 1n. Scott W. Wine Note: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date