US BANCORP \DE\ 8-K

What Happened U.S. Bancorp (USB) filed an 8-K on April 23, 2026 reporting the results of its annual meeting of shareholders held April 21, 2026. Shareholders elected all twelve director nominees to one‑year terms, voted to approve the advisory compensation (say‑on‑pay) for executive officers, and ratified Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal 2026. The company’s definitive proxy was filed March 10, 2026.

Key Details

• All 12 director nominees were elected; vote totals varied by nominee (examples): Warner L. Baxter — For 1,199,626,133; Against 21,517,655; Roland A. Hernandez — For 1,097,316,400; Against 123,851,769. Broker non‑votes: 152,923,925 for director elections.
• Advisory vote on executive compensation (say‑on‑pay): For 1,138,199,345; Against 79,171,164; Abstentions 5,971,212; Broker non‑votes 152,923,925.
• Ratification of Ernst & Young LLP as auditor: For 1,314,933,791; Against 58,312,267; Abstentions 3,019,588.

Why It Matters These outcomes confirm the board composition and give shareholder approval to the company’s executive pay approach and auditor choice. The fairly large against votes on some director nominees and on say‑on‑pay provide useful signaling about investor dissent levels; ratification of Ernst & Young was approved by a large majority. Investors tracking governance, board makeup, or potential future changes in leadership or compensation should note these vote results.