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Proxy Statement
A Message from Our CEO
A Message from Our Lead Independent Director
Notice of Annual Meeting of Shareholders
Table of Contents
Proxy Statement Highlights
Proposal 1
Proposal 1 - Election of Directors
- Director Selection and Nomination Considerations
- 2023 Nominees for Director
Corporate Governance
- Director Independence
- Board Leadership Structure
- Board Meetings and Committees
- Committee Responsibilities
- Committee Member Qualifications
- Compensation Committee Interlocks and Insider Participation
- Majority Vote Standard for Election of Directors
- Board Performance Evaluations
- Director Education
- Ethics and Conduct
- Succession Planning and Management Development
- Shareholder Engagement
- Environmental, Social and Governance Highlights
- Risk Oversight by the Board of Directors
Certain Relationships
Certain Relationships and Related Transactions
- Review of Related Person Transactions
- Related Person Transactions
Proposals 2 & 3
Proposal 2 - Advisory Vote on Executive Compensation
Proposal 3 - Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation
Compensation Information
Compensation Discussion and Analysis
Compensation Committee Report
Executive Compensation
- Summary Compensation Table
- Grants of Plan-Based Awards
- Outstanding Equity Awards
- Option Exercises and Stock Vested
- Pension Benefits
- Nonqualified Deferred Compensation
- Potential Payments Upon Termination or Change-in-Control
- Pay Ratio
- Pay Versus Performance
Director Compensation
Audit Report
Audit Committee Report and Payment of Fees to Auditor
Proposal 4
Proposal 4 - Ratification of Selection on Independent Auditor
Additional Information
Security Ownership of Certain Beneficial Owners and Management
Questions and Answers About the Annual Meeting and Voting
Other Matters
- Annual Report to Shareholders and Form 10-K
- Communicating with U.S. Bancorp's Board of Directors
- Deadlines for Nominating Directors and Submitting Proposals for the 2024 Annual Meeting
- Other Matters for Consideration
Non-GAAP Financial Measures
Forward-Looking Statements
Every Shareholder Can Make a Difference
Meet the Board
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2023 Proxy Statement
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Page 40 of 104
Proxy Statement
A Message from Our CEO
A Message from Our Lead Independent Director
Notice of Annual Meeting of Shareholders
Table of Contents
Proxy Statement Highlights
Proposal 1
Proposal 1 - Election of Directors
- Director Selection and Nomination Considerations
- 2023 Nominees for Director
Corporate Governance
- Director Independence
- Board Leadership Structure
- Board Meetings and Committees
- Committee Responsibilities
- Committee Member Qualifications
- Compensation Committee Interlocks and Insider Participation
- Majority Vote Standard for Election of Directors
- Board Performance Evaluations
- Director Education
- Ethics and Conduct
- Succession Planning and Management Development
- Shareholder Engagement
- Environmental, Social and Governance Highlights
- Risk Oversight by the Board of Directors
Certain Relationships
Certain Relationships and Related Transactions
- Review of Related Person Transactions
- Related Person Transactions
Proposals 2 & 3
Proposal 2 - Advisory Vote on Executive Compensation
Proposal 3 - Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation
Compensation Information
Compensation Discussion and Analysis
Compensation Committee Report
Executive Compensation
- Summary Compensation Table
- Grants of Plan-Based Awards
- Outstanding Equity Awards
- Option Exercises and Stock Vested
- Pension Benefits
- Nonqualified Deferred Compensation
- Potential Payments Upon Termination or Change-in-Control
- Pay Ratio
- Pay Versus Performance
Director Compensation
Audit Report
Audit Committee Report and Payment of Fees to Auditor
Proposal 4
Proposal 4 - Ratification of Selection on Independent Auditor
Additional Information
Security Ownership of Certain Beneficial Owners and Management
Questions and Answers About the Annual Meeting and Voting
Other Matters
- Annual Report to Shareholders and Form 10-K
- Communicating with U.S. Bancorp's Board of Directors
- Deadlines for Nominating Directors and Submitting Proposals for the 2024 Annual Meeting
- Other Matters for Consideration
Non-GAAP Financial Measures
Forward-Looking Statements
Every Shareholder Can Make a Difference
Meet the Board
Proxy Statement
Proxy Statement
A Message from Our CEO
A Message from Our Lead Independent Director
Notice of Annual Meeting of Shareholders
Table of Contents
Proxy Statement Highlights
Proposal 1
Proposal 1
Proposal 1 - Election of Directors
- Director Selection and Nomination Considerations
- 2023 Nominees for Director
Corporate Governance
Corporate Governance
- Director Independence
- Board Leadership Structure
- Board Meetings and Committees
- Committee Responsibilities
- Committee Member Qualifications
- Compensation Committee Interlocks and Insider Participation
- Majority Vote Standard for Election of Directors
- Board Performance Evaluations
- Director Education
- Ethics and Conduct
- Succession Planning and Management Development
- Shareholder Engagement
- Environmental, Social and Governance Highlights
- Risk Oversight by the Board of Directors
Certain Relationships
Certain Relationships
Certain Relationships and Related Transactions
- Review of Related Person Transactions
- Related Person Transactions
Proposals 2 & 3
Proposals 2 & 3
Proposal 2 - Advisory Vote on Executive Compensation
Proposal 3 - Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation
Compensation Information
Compensation Information
Compensation Discussion and Analysis
Compensation Committee Report
Executive Compensation
- Summary Compensation Table
- Grants of Plan-Based Awards
- Outstanding Equity Awards
- Option Exercises and Stock Vested
- Pension Benefits
- Nonqualified Deferred Compensation
- Potential Payments Upon Termination or Change-in-Control
- Pay Ratio
- Pay Versus Performance
Director Compensation
Audit Report
Audit Report
Audit Committee Report and Payment of Fees to Auditor
Proposal 4
Proposal 4
Proposal 4 - Ratification of Selection on Independent Auditor
Additional Information
Additional Information
Security Ownership of Certain Beneficial Owners and Management
Questions and Answers About the Annual Meeting and Voting
Other Matters
- Annual Report to Shareholders and Form 10-K
- Communicating with U.S. Bancorp's Board of Directors
- Deadlines for Nominating Directors and Submitting Proposals for the 2024 Annual Meeting
- Other Matters for Consideration
Non-GAAP Financial Measures
Forward-Looking Statements
Every Shareholder Can Make a Difference
Meet the Board
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