U.S. BANCORP (NYSE:USB) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ME Staff 8-k
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U.S. BANCORP (NYSE:USB) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item5.03.

Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On April18, 2017, U.S. Bancorp filed a Certificate of Elimination
with the Secretary of State of the State of Delaware which,
effective upon filing, eliminated from the Companys Restated
Certificate of Incorporation all matters set forth in the
Certificate of Designations with respect to the Companys Series G
Non-Cumulative Perpetual Preferred Stock (the Series G Preferred
Stock). No shares of the Series G Preferred Stock were issued and
outstanding at the time of the filing of the Certificate of
Elimination. A copy of the Certificate of Elimination is attached
as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated into this Item5.03 by reference.

On April19, 2017, U.S. Bancorp filed a Restated Certificate of
Incorporation with the Secretary of State of the State of
Delaware to reflect the elimination of the Series G Preferred
Stock and to otherwise restate and integrate the Restated
Certificate of Incorporation of U.S. Bancorp as previously
restated, amended and supplemented. The Restated Certificate of
Incorporation is attached hereto as Exhibit3.2 and is
incorporated into this Item5.03 by reference.

Item5.07 Submission of Matters to a Vote of Security
Holders.

U.S. Bancorp (the Company) held its 2017 annual meeting of
shareholders on Tuesday, April18, 2017. Shareholders considered
five 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 March7, 2017 (the Proxy Statement). The final voting results
are reported below.

Proposal I: Election of fifteen directors
to serve for a one-year term until the 2018 annual meeting of
shareholders.

The Companys shareholders elected each of the fifteen nominees
for director, and the voting results are set forth below:

Name

For Against Abstentions Broker Non-Votes

Douglas M. Baker, Jr.

1,131,975,440 153,698,123 3,792,021 210,914,729

Warner L. Baxter

1,277,072,857 8,719,374 3,673,353 210,914,729

Marc N. Casper

1,278,076,639 7,707,585 3,681,360 210,914,729

Andrew Cecere

1,280,720,150 5,728,859 3,016,575 210,914,729

Arthur D. Collins, Jr.

1,245,955,740 40,122,494 3,387,350 210,914,729

RichardK. Davis

1,258,012,384 28,402,102 3,051,098 210,914,729

Kimberly J. Harris

1,282,096,476 3,954,452 3,414,656 210,914,729

Roland A. Hernandez

1,244,456,273 40,777,327 4,231,984 210,914,729

Doreen Woo Ho

1,281,140,285 4,915,304 3,409,995 210,914,729

Olivia F. Kirtley

1,267,635,285 18,666,231 3,164,068 210,914,729

Karen S. Lynch

1,277,296,237 8,929,186 3,240,161 210,914,729

David B. OMaley

1,245,416,945 40,440,193 3,608,446 210,914,729

Odell M. Owens, M.D., MPH

1,246,488,821 39,587,271 3,389,492 210,914,729

Craig D. Schnuck

1,264,933,013 20,690,223 3,842,348 210,914,729

Scott W. Wine

1,123,273,312 162,137,757 4,054,515 210,914,729

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Proposal II: Ratification of the
selection of Ernst Young LLP as the Companys independent auditor
for the 2017 fiscal year.

The Companys shareholders ratified the selection of Ernst Young
LLP, and the voting results are set forth below:

For

Against

Abstentions

Broker Non-Votes

1,464,102,206

33,247,082 3,031,025

Proposal III: Advisory vote to approve
the compensation of the Companys executive officers as disclosed
in the Proxy Statement.

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:

For

Against

Abstentions

Broker Non-Votes

962,961,271

315,694,832 10,809,481 210,914,729

Proposal IV: Advisory vote on the
frequency of future advisory votes on executive compensation.

Holders of a majority of the Companys shares voted at the meeting
expressed a preference to hold the advisory vote on executive
compensation on an annual basis, and the voting results are set
forth below:

1 Year

2 Years

3 Years

Abstentions

Broker

Non-Votes

1,168,454,155

5,745,002 109,804,235 5,462,192 210,914,729

After considering these results, the Companys Board of Directors
adopted a policy to hold an annual advisory vote on the Companys
executive compensation program.

Proposal V: Shareholder proposal seeking
the adoption of a policy requiring that the Chairman of the Board
be an independent director.

The Companys shareholders did not approve the shareholder
proposal, and the voting results are set forth below:

For

Against

Abstentions

Broker Non-Votes

406,967,426

870,578,562 11,919,596 210,914,729
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
3.1 Certificate of Elimination of Series G Non-Cumulative
Perpetual Preferred Stock.
3.2 Restated Certificate of Incorporation.

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About U.S. BANCORP (NYSE:USB)

U.S. Bancorp is a multi-state financial services holding company. The Company’s banking subsidiary, U.S. Bank National Association, is engaged in the general banking business in domestic markets. It provides a range of financial services, including lending and depository services, cash management, capital markets, and trust and investment management services. It also engages in credit card services, merchant and automated teller machines (ATMs) processing, mortgage banking, insurance, brokerage and leasing. U.S. Bank National Association provides a range of products and services to individuals, businesses, institutional organizations, governmental entities and other financial institutions. Its lending services include traditional credit products, as well as credit card services, leasing financing and import/export trade, asset-backed lending and agricultural finance. Its depository services include checking accounts, savings accounts and time certificate contracts.

U.S. BANCORP (NYSE:USB) Recent Trading Information

U.S. BANCORP (NYSE:USB) closed its last trading session up +0.99 at 50.68 with 7,268,639 shares trading hands.