Shareholder Vote

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 (Date of earliest event reported): April 15, 2025 U.S. BANCORP (Exact name of registrant as specified in its charter) 1-6880 (Commission File Number) Delaware 41-0255900 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification Number) 800 Nicollet Mall Minneapolis , Minnesota 55402 (Address of principal executive offices and 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 l2b-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 l3(a) of the Exchange Act. Item 5.07    Submission of Matters to a Vote of Security Holders. U.S. Bancorp (the “Company”) held its 2025 annual meeting of shareholders on Tuesday, April 15, 2025. Shareholders considered four 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 5, 2025, as supplemented by a proxy statement supplement filed with the Securities and Exchange Commission on March 25, 2025 (collectively, the “Proxy Statement”). The final voting results are reported below. Proposal 1 : Election of thirteen directors to serve for a one-year term until the 2026 annual meeting of shareholders. The Company’s shareholders elected each of the thirteen nominees for director, and the voting results are set forth below: Name For Against Abstentions Broker Non-Votes Warner L. Baxter 1,204,762,003 13,479,996 3,359,351 164,636,478 Dorothy Bridges 1,204,791,733 13,686,985 3,122,632 164,636,478 Elizabeth L. Buse 1,210,055,554 8,397,224 3,148,572 164,636,478 Andrew Cecere 1,195,117,465 23,369,496 3,114,389 164,636,478 Alan B. Colberg 1,211,337,260 6,989,235 3,274,855 164,636,478 Kimberly N. Ellison-Taylor 1,208,583,343 9,859,436 3,158,571 164,636,478 Aleem Gillani 1,211,971,760 5,784,189 3,845,401 164,636,478 Roland A. Hernandez 1,161,150,808 57,226,496 3,224,046 164,636,478 Gunjan Kedia 1,210,818,933 7,062,053 3,720,364 164,636,478 Richard P. McKenney 1,185,618,562 32,648,550 3,334,238 164,636,478 Yusuf I. Mehdi 1,209,085,762 8,710,715 3,804,873 164,636,478 Loretta E. Reynolds 1,210,438,544 7,460,775 3,702,031 164,636,478 John P. Wiehoff 1,209,246,520 8,505,004 3,849,826 164,636,478 Proposal 2 : Advisory vote to approve the compensation of the Company’s executive officers as disclosed in the Proxy Statement. The Company’s shareholders gave advisory approval of the compensation of the Company’s executive officers as disclosed in the Proxy Statement, and the voting results are set forth below: For Against Abstentions Broker Non-Votes 1,109,966,593 104,986,563 6,648,194 164,636,478 Proposal 3 : Ratification of the selection of Ernst & Young LLP as the Company’s independent auditor for the 2025 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 1,337,907,001 44,667,812 3,663,015 — Proposal 4 : A shareholder proposal regarding a report on board oversight of risks relating to discrimination. The Company’s shareholders did not approve the shareholder proposal regarding a report on board oversight of risks relating to discrimination, and the voting results are set forth below: For Against Abstentions Broker Non-Votes 21,258,954 1,183,917,819 16,424,577 164,636,478 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 17, 2025