U.S. Bancorp (NYSE: USB) investors approve 2026 directors, pay and auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

U.S. Bancorp reported the results of its 2026 annual meeting of shareholders held on April 21, 2026. Shareholders elected twelve directors to one-year terms ending at the 2027 annual meeting, with each nominee receiving over 1.09 billion votes in favor.

Support levels varied among directors, from 1,097,316,400 votes for Roland A. Hernandez to 1,214,190,913 votes for Loretta E. Reynolds, alongside broker non-votes of 152,923,925 for each nominee. Shareholders also gave advisory approval to the executive compensation program, with 1,138,199,345 votes for and 79,171,164 against.

In addition, shareholders ratified the selection of Ernst & Young LLP as independent registered public accounting firm for the 2026 fiscal year, with 1,314,933,791 votes for and 58,312,267 votes against. Broker non-votes were not applicable to the auditor ratification proposal.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Votes for Loretta E. Reynolds: 1,214,190,913 votes Votes for Roland A. Hernandez: 1,097,316,400 votes Say-on-pay votes for: 1,138,199,345 votes +4 more

7 metrics

Votes for Loretta E. Reynolds 1,214,190,913 votes Director election at 2026 annual meeting

Votes for Roland A. Hernandez 1,097,316,400 votes Director election at 2026 annual meeting

Say-on-pay votes for 1,138,199,345 votes Advisory approval of executive compensation

Say-on-pay votes against 79,171,164 votes Advisory approval of executive compensation

Auditor ratification votes for 1,314,933,791 votes Ratification of Ernst & Young LLP for 2026

Auditor ratification votes against 58,312,267 votes Ratification of Ernst & Young LLP for 2026

Broker non-votes on director elections 152,923,925 votes Each director nominee at 2026 annual meeting

Key Terms

Broker Non-Votes, advisory vote, independent registered public accounting firm, Definitive Proxy Statement on Schedule 14A

4 terms

Broker Non-Votes financial

"Abstentions | | | Broker Non-Votes 1,138,199,345 | | 79,171,164 | | 5,971,212 | | 152,923,925"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"Proposal 2: Advisory vote to approve the compensation of the Company’s executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

"Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Definitive Proxy Statement on Schedule 14A regulatory

"each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A"

Understanding 8-K Material Events →

04/23/2026 - 04:30 PM

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 21, 2026

(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 symbol	Name of each exchange on which registered
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
Floating Rate Notes, Series CC (Senior), due May 21, 2028	USB/28	New York Stock Exchange
4.009% Fixed-to-Floating Rate Notes, Series CC (Senior), due May 21, 2032	USB/32	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 5.07

Submission of Matters to a Vote of Security Holders.

U.S. Bancorp (the “Company”) held its 2026 annual meeting of shareholders on Tuesday, April 21, 2026. Shareholders considered three 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 10, 2026 (the “Proxy Statement”). The final voting results are reported below.

Proposal 1: Election of twelve directors to serve for a one-year term until the 2027 annual meeting of shareholders.

The Company’s shareholders elected each of the twelve nominees for director, and the voting results are set forth below:


Name	For		Against		Abstentions		Broker Non-Votes

Warner L. Baxter		1,199,626,133		21,517,655		2,197,933		152,923,925

Dorothy Bridges		1,213,364,221		8,033,467		1,944,033		152,923,925

Elizabeth L. Buse		1,210,462,793		10,836,830		2,042,098		152,923,925

Alan B. Colberg		1,207,785,236		13,351,027		2,205,458		152,923,925

Kimberly N. Ellison-Taylor		1,212,538,712		8,835,365		1,967,644		152,923,925

Aleem Gillani		1,213,417,785		7,747,451		2,176,485		152,923,925

Roland A. Hernandez		1,097,316,400		123,851,769		2,173,552		152,923,925

Gunjan Kedia		1,159,332,384		61,762,954		2,246,383		152,923,925

Richard P. McKenney		1,126,963,724		93,089,497		3,288,500		152,923,925

Yusuf I. Mehdi		1,213,222,529		7,754,830		2,364,362		152,923,925

Loretta E. Reynolds		1,214,190,913		7,166,929		1,983,879		152,923,925

John P. Wiehoff		1,207,347,534		13,840,154		2,154,033		152,923,925

Proposal 2: Advisory vote to approve the compensation of the Company’s executive officers disclosed in the Proxy Statement.

The Company’s shareholders gave advisory approval of the compensation of the Company’s executive officers disclosed in the Proxy Statement, and the voting results are set forth below:


For	Against	Abstentions	Broker Non-Votes
1,138,199,345	79,171,164	5,971,212	152,923,925

Proposal 3: Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 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
1,314,933,791	58,312,267	3,019,588	—

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: April 23, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did U.S. Bancorp (USB) shareholders decide at the 2026 annual meeting?

U.S. Bancorp shareholders elected twelve directors, approved executive compensation on an advisory basis, and ratified Ernst & Young LLP as independent auditor for 2026. Each director received over 1.09 billion votes for, and the auditor ratification drew 1,314,933,791 votes in favor.

How did U.S. Bancorp (USB) shareholders vote on director elections in 2026?

Shareholders elected twelve directors to one-year terms ending at the 2027 annual meeting. Votes for individual nominees ranged from 1,097,316,400 for Roland A. Hernandez to 1,214,190,913 for Loretta E. Reynolds, with 152,923,925 broker non-votes recorded for each nominee on the director election proposal.

Was U.S. Bancorp (USB) executive compensation approved by shareholders in 2026?

Yes. Shareholders gave advisory approval to U.S. Bancorp’s executive compensation as disclosed in the proxy statement. The proposal received 1,138,199,345 votes for, 79,171,164 votes against, 5,971,212 abstentions, and 152,923,925 broker non-votes at the 2026 annual meeting of shareholders.

Did U.S. Bancorp (USB) shareholders ratify Ernst & Young as 2026 auditor?

Yes. Shareholders ratified the selection of Ernst & Young LLP as U.S. Bancorp’s independent registered public accounting firm for the 2026 fiscal year. The auditor ratification received 1,314,933,791 votes for, 58,312,267 votes against, and 3,019,588 abstentions, with no broker non-votes reported.

How many broker non-votes occurred on U.S. Bancorp (USB) 2026 proposals?

For director elections and the advisory vote on executive compensation, U.S. Bancorp recorded 152,923,925 broker non-votes on each proposal. The auditor ratification proposal showed no broker non-votes, reflecting that intermediaries typically can vote shares on auditor selection under applicable rules.

Filing Exhibits & Attachments

4 documents