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: May 3, 2024
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange | ||
| Common Stock, $.01 par value per share | USB | New York Stock Exchange | ||
| Depositary Shares (each representing 1/100th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock, par value $1.00) | USB PrA | New York Stock Exchange | ||
| Depositary Shares (each representing 1/1,000th interest in a share of Series B Non-Cumulative Perpetual Preferred Stock, par value $1.00) | USB PrH | New York Stock Exchange | ||
| Depositary Shares (each representing 1/1,000th interest in a share of Series K Non-Cumulative Perpetual Preferred Stock, par value $1.00) | USB PrP | New York Stock Exchange | ||
| Depositary Shares (each representing 1/1,000th interest in a share of Series L Non-Cumulative Perpetual Preferred Stock, par value $1.00) | USB PrQ | New York Stock Exchange | ||
| Depositary Shares (each representing 1/1,000th interest in a share of Series M Non-Cumulative Perpetual Preferred Stock, par value $1.00) | USB PrR | New York Stock Exchange | ||
| Depositary Shares (each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock, par value $1.00) | USB PrS | New York Stock Exchange | ||
| 0.850% Medium-Term Notes, Series X (Senior), due June 7, 2024 | USB/24B | New York Stock Exchange |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 3, 2024, U.S. Bancorp announced the promotion of Gunjan Kedia, 53, to the position of President of U.S. Bancorp and U.S. Bank National Association (“U.S. Bank”), its principal banking subsidiary, effective immediately. Ms. Kedia had been serving as Vice Chair, Wealth, Corporate, Commercial & Institutional Banking of U.S. Bancorp and U.S. Bank since June 2023 and, prior to that, served as Vice Chair, Wealth Management and Investment Services from December 2016 to June 2023. Ms. Kedia will continue to report to Andrew Cecere, Chairman and Chief Executive Officer of U.S. Bancorp and U.S. Bank. Mr. Cecere also had been serving as President.
In connection with her promotion, Ms. Kedia will receive an increase in her base salary to an annualized amount of $1,000,000, effective May 5, 2024. Ms. Kedia will be eligible to receive an annual cash incentive award with a target value of 250% of her base salary, beginning May 5, 2024, under the Company’s Annual Executive Incentive Plan. Ms. Kedia also will receive a long-term incentive award, valued at $1,500,000 as of the grant date of May 6, 2024, which will be granted 60% in the form of performance-based restricted stock units and 40% in the form of restricted stock units under the U.S. Bancorp 2024 Stock Incentive Plan with the structure and terms of such awards to reflect those granted to executive officers in 2024. Detailed information about the equity awards and other aspects of the company’s executive compensation program can be found in its 2024 proxy statement.
A copy of the press release issued by the Company on May 3, 2024, announcing the promotion of Ms. Kedia is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press release dated May 3, 2024. | |
| 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: May 3, 2024
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