USB DEF 14A DEF-14A Report April 15, 2014 | Alphaminr
US BANCORP \DE\

USB DEF 14A Report ended April 15, 2014

US BANCORP \DE\
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PROXIES
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TABLE OF CONTENTS
PROXY SUMMARYQUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTINGPROPOSAL 1 ELECTION OF DIRECTORSDirector Selection and Qualifications2014 Nominees for DirectorCORPORATE GOVERNANCEDirector IndependenceBoard Meetings and CommitteesExecutive SessionsDirector EducationCommittee Member QualificationsRisk Oversight by the Board of DirectorsBoard Leadership StructureMajority Vote Standard for Election of DirectorsDirector PoliciesSuccession Planning and Management DevelopmentCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSRelated Person TransactionsReview of Related Person TransactionsCOMPENSATION DISCUSSION AND ANALYSISExecutive Compensation HighlightsPhilosophy and Objectives of Our Executive Compensation ProgramCompensation ComponentsDecision-Making and PoliciesCompensation Decisions for Named Executive OfficersCOMPENSATION COMMITTEE REPORTEXECUTIVE COMPENSATIONSummary Compensation TableGrants of Plan-Based AwardsOutstanding Equity AwardsOption Exercises and Stock VestedPension BenefitsNonqualified Deferred CompensationPotential Payments Upon Termination or Change-in-ControlDIRECTOR COMPENSATIONAUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO AUDITORPROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT AUDITORPROPOSAL 3 ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR EXECUTIVES DISCLOSED IN THIS PROXY STATEMENTPROPOSAL 4 SHAREHOLDER PROPOSAL SEEKING THE ESTABLISHMENT OF A POLICY REQUIRING THAT THE CHAIRMAN OF THE BOARD BE AN INDEPENDENT DIRECTORSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTOTHER MATTERSAnnual Report to Shareholders and Form 10-KSection 16(a) Beneficial Ownership Reporting Compliance"Householding" of Proxy MaterialsDeadlines for Submitting Shareholder Proposals for 2015 Annual MeetingOther Matters