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): November 17, 2010
U.S. BANCORP
(Exact name of registrant as specified in its charter)
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| Delaware
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1-6880
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41-0255900 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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800 Nicollet Mall
Minneapolis, Minnesota
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55402 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (651) 466-3000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On November 17, 2010, the Compensation Committee of the Board of
Directors of U.S. Bancorp (the “Company”) approved an amended and restated form of Performance Restricted Stock Unit Award
Agreement (the “Amended and Restated Agreement”). The Amended and Restated Agreement replaces the
award agreements for the performance restricted stock units (the “Units”) awarded on February 16,
2010, to the Company’s executive officers. The Amended and
Restated Agreement does not apply to
the special, one-time retention awards of performance restricted stock units that were also granted
to the executive officers on that date.
The Amended and Restated Agreement
modifies the original agreements for these awards by providing that the Units
accrue cash dividend equivalents for any cash dividends declared by the
Company’s Board of Directors on the Company’s common stock after
the grant date and before the date that the final award number of Units is
determined (the “Determination Date”), in addition to the dividend
equivalents that currently accrue on the Units on and after the Determination
Date. The executive officers will be entitled to dividend equivalents only with
respect to a number of Units equal to the final award number of Units
determined on the Determination Date. The final award number of Units is based
on (i) the Company’s return on equity result versus a predetermined
target and (ii) the Company’s return on equity ranking in its peer
group. The dividend equivalents accrued prior to the Determination Date will be
paid after the Determination Date.
The Units were awarded pursuant to the shareholder-approved U.S. Bancorp 2007 Stock Incentive Plan,
which, as amended and restated, was filed with the Securities and Exchange Commission as Exhibit 10.1
to the Company’s Current Report on Form 8-K filed on April 20, 2010. The form of Amended and
Restated Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The
description in this Current Report on Form 8-K of the form of Amended and Restated Agreement is
qualified in its entirety by reference to the attached form of the agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Form of Performance Restricted Stock Unit Award Agreement for
Executive Officers (as Amended and Restated November 17, 2010) under
U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. |
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