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 19, 2016
(Date of earliest event reported)
U.S. BANCORP
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| | |
| 1-6880 | | 41-0255900 |
| (Commission file number) | | (IRS Employer Identification No.) |
800 Nicollet Mall
Minneapolis, Minnesota 55402
(Address of principal executive offices, including 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
U.S. Bancorp (the “Company”) held its 2016 annual meeting of shareholders on Tuesday, April 19, 2016. Shareholders considered five 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 8, 2016 (the “Proxy Statement”). The final voting results are reported below.
Proposal I:Election of fourteen directors to serve for a one-year term until the 2017 annual meeting of shareholders.
The Company’s shareholders elected each of the fourteen nominees for director, and the voting results are set forth below:
| | | | | | | | |
Name | | For | | Against | | Abstentions | | Broker
Non-Votes |
Douglas M. Baker, Jr. | | 1,271,572,638 | | 32,097,777 | | 4,361,130 | | 215,300,585 |
Warner L. Baxter | | 1,299,401,210 | | 4,298,813 | | 4,331,522 | | 215,300,585 |
Marc N. Casper | | 1,298,443,166 | | 5,188,512 | | 4,399,867 | | 215,300,585 |
Arthur D. Collins, Jr. | | 1,285,794,318 | | 17,970,801 | | 4,266,426 | | 215,300,585 |
Richard K. Davis | | 1,259,404,641 | | 42,949,017 | | 5,677,887 | | 215,300,585 |
Kimberly J. Harris | | 1,296,829,752 | | 7,105,795 | | 4,095,998 | | 215,300,585 |
Roland A. Hernandez | | 1,263,448,885 | | 39,753,230 | | 4,829,430 | | 215,300,585 |
Doreen Woo Ho | | 1,298,562,970 | | 5,314,069 | | 4,154,506 | | 215,300,585 |
Olivia F. Kirtley | | 1,297,680,042 | | 6,338,267 | | 4,013,236 | | 215,300,585 |
Karen S. Lynch | | 1,300,162,562 | | 3,880,599 | | 3,988,384 | | 215,300,585 |
David B. O’Maley | | 1,281,773,624 | | 21,945,943 | | 4,311,978 | | 215,300,585 |
O’dell M. Owens, M.D., MPH | | 1,280,672,909 | | 23,255,725 | | 4,102,911 | | 215,300,585 |
Craig D. Schnuck | | 1,290,685,341 | | 12,857,933 | | 4,488,271 | | 215,300,585 |
Scott W. Wine | | 1,272,540,711 | | 31,137,805 | | 4,353,029 | | 215,300,585 |
Proposal II: Ratification of the selection of Ernst & Young LLP as the Company’s independent auditor for the 2016 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 |
1,498,039,789 | | 22,257,480 | | 3,034,861 | | — |
Proposal III: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 |
1,257,821,566 | | 41,620,104 | | 8,589,875 | | 215,300,585 |
Proposal IV:Shareholder proposal seeking the adoption of a policy requiring that the Chairman of the Board be an independent director.
The Company’s shareholders did not approve the shareholder proposal, and the voting results are set forth below:
| | | | | | |
For | | Against | | Abstentions | | Broker Non-Votes |
217,334,810 | | 1,079,544,578 | | 11,152,157 | | 215,300,585 |
Proposal V:Shareholder proposal seeking the adoption of a policy requiring senior executives to retain a significant percentage of shares acquired as equity compensation.
The Company’s shareholders did not approve the shareholder proposal, and the voting results are set forth below:
| | | | | | |
For | | Against | | Abstentions | | Broker Non-Votes |
73,232,909 | | 1,222,168,040 | | 12,630,596 | | 215,300,585 |
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.
| | |
| U.S. BANCORP |
| |
| By: | | /s/ James L. Chosy |
| | James L. Chosy Executive Vice President and General Counsel |
Date: April 21, 2016
