Current Report Filing (8-k)
April 17 2019 - 4:17PM
Edgar (US Regulatory)
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: April 16, 2019
(Date of earliest event reported)
U.S. BANCORP
(Exact name of registrant as specified in its charter)
Delaware
(State or other
jurisdiction of incorporation)
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1-6880
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41-0255900
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(Commission file number)
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(IRS Employer Identification No.)
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800 Nicollet Mall
Minneapolis, Minnesota 55402
(Address of principal executive offices, including zip code)
(651)
466-3000
(Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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).
☐
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Emerging growth company
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☐
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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.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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U.S. Bancorp (the Company) held its 2019 annual meeting of shareholders on Tuesday, April 16, 2019. Shareholders considered
three proposals at the meeting, each of which is described in more detail in the Companys Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 5, 2019 (the Proxy
Statement). The final voting results are reported below.
Proposal I
:
Election of seventeen directors to serve for a
one-year
term until the 2020 annual meeting of shareholders.
The Companys shareholders elected
each of the seventeen nominees for director, and the voting results are set forth below:
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Name
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For
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Against
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Abstentions
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Broker
Non-Votes
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Warner L. Baxter
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1,202,378,952
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8,820,805
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3,198,035
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206,002,422
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Dorothy J. Bridges
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1,205,881,419
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5,600,183
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2,916,190
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206,002,422
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Elizabeth L. Buse
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1,206,202,065
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5,258,714
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2,937,013
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206,002,422
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Marc N. Casper
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1,205,625,839
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5,491,057
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3,280,896
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206,002,422
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Andrew Cecere
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1,149,868,350
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60,527,854
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4,001,588
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206,002,422
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Arthur D. Collins, Jr.
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1,119,693,091
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86,010,276
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8,694,425
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206,002,422
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Kimberly J. Harris
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1,205,745,781
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5,678,163
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2,973,848
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206,002,422
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Roland A. Hernandez
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1,098,825,325
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112,358,124
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3,214,343
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206,002,422
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Doreen Woo Ho
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1,204,846,935
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6,693,754
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2,857,103
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206,002,422
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Olivia F. Kirtley
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1,173,557,585
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35,101,609
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5,738,598
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206,002,422
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Karen S. Lynch
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1,206,074,952
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5,352,118
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2,970,722
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206,002,422
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Richard P. McKenney
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1,206,481,929
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4,742,787
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3,173,076
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206,002,422
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Yusuf I. Mehdi
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1,202,763,395
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8,444,896
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3,189,501
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206,002,422
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David B. OMaley
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1,158,909,791
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49,136,065
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6,351,936
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206,002,422
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Odell M. Owens, M.D., MPH
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1,165,489,268
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42,797,665
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6,110,859
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206,002,422
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Craig D. Schnuck
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1,182,380,608
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28,865,951
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3,151,233
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206,002,422
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Scott W. Wine
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886,417,590
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323,017,134
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4,963,068
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206,002,422
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Proposal II
:
Ratification of the selection of Ernst & Young LLP as the Companys
independent auditor for the 2019 fiscal year.
The Companys shareholders ratified the selection of Ernst & Young LLP, and
the voting results are set forth below:
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For
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Against
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Abstentions
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Broker
Non-Votes
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1,395,132,985
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22,093,638
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3,173,591
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Proposal III
:
Advisory vote to approve the compensation of the
Companys executive officers as disclosed in the Proxy Statement.
2
The Companys shareholders gave advisory approval of the compensation of the
Companys executive officers as disclosed in the Proxy Statement, and the voting results are set forth below:
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For
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Against
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Abstentions
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Broker
Non-Votes
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1,154,811,636
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52,529,667
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7,056,489
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206,002,422
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3
SIGNATURE
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.
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U.S. BANCORP
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By:
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/s/ James L. Chosy
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James L. Chosy
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Executive Vice President and General Counsel
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Date: April 17, 2019
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