Business Context and Reporting Period
This Form 8-K reports the results of the 2011 Annual Meeting of Shareholders for U.S. Bancorp, held on April 19, 2011, in St. Louis, Missouri. The meeting was presided over by Chairman, President, and CEO Richard K. Davis. Five proposals were voted upon by shareholders.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder voting results. It does not provide financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. Investors should refer to the company's 10-K or 10-Q filings for financial performance details.
Material Changes and Voting Results
The filing details the outcomes of five shareholder proposals:
- Proposal I (Election of Directors): All 13 nominees were elected. Voting support varied, with CEO Richard K. Davis receiving the highest "For" votes (1,309,689,784) and Victoria Buyniski Gluckman receiving the lowest "For" votes (1,247,987,432) among the nominees.
- Proposal II (Auditor Ratification): Shareholders ratified the selection of Ernst & Young LLP as the independent auditor for the fiscal year ending December 31, 2011.
- Proposal III (Executive Compensation): Shareholders approved the advisory vote on executive compensation ("Say on Pay").
- Proposal IV (Frequency of Compensation Votes): Shareholders voted to hold future advisory votes on executive compensation on an annual basis. Consequently, the Board adopted a policy to conduct these votes annually.
- Proposal V (Director Compensation Vote): A shareholder proposal requesting an annual advisory vote on director compensation was rejected, with over 1.19 billion votes cast against it compared to approximately 99.6 million votes in favor.
Guidance, Outlook, and Risks
This filing contains no management guidance, financial outlook, risk factors, or discussion of contingencies. The document is strictly limited to reporting the final voting tallies of the annual meeting.
Key Facts for Investor Verification
- Confirmation that all 13 director nominees were successfully elected.
- Verification that the Board has adopted an annual frequency for executive compensation advisory votes based on shareholder preference.
- Confirmation that the shareholder proposal for an advisory vote on director compensation failed.
- Reference to the Definitive Proxy Statement (Schedule 14A) filed on March 15, 2011, for detailed background on the proposals.