USB DEF 14A DEF-14A Report April 21, 2015 | Alphaminr
US BANCORP \DE\

USB DEF 14A Report ended April 21, 2015

US BANCORP \DE\
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TABLE OF CONTENTS
PROXY SUMMARYQUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTINGPROPOSAL 1 ELECTION OF DIRECTORSDirector Selection and Qualifications2015 Nominees for DirectorCORPORATE GOVERNANCEDirector IndependenceBoard Meetings and CommitteesExecutive SessionsDirector EducationBoard Performance EvaluationsCommittee Member QualificationsCommittee ResponsibilitiesRisk 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 TransactionsPROPOSAL 2 APPROVAL OF THE U.S. BANCORP 2015 STOCK INCENTIVE PLANCOMPENSATION DISCUSSION AND ANALYSISExecutive Compensation HighlightsPhilosophy and Objectives of Our Executive Compensation ProgramCompensation ComponentsDecision Making and PoliciesCOMPENSATION 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 3 RATIFICATION OF SELECTION OF INDEPENDENT AUDITORPROPOSAL 4 ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR EXECUTIVES DISCLOSED IN THIS PROXY STATEMENTPROPOSAL 5 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 MANAGEMENTEQUITY COMPENSATION PLAN INFORMATIONOTHER MATTERSAnnual Report to Shareholders and Form 10-KSection 16(a) Beneficial Ownership Reporting Compliance"Householding" of Proxy MaterialsDeadlines for Submitting Shareholder Proposals for 2016 Annual MeetingOther Matters for ConsiderationU.S. BANCORP 2015 STOCK INCENTIVE PLAN APPENDIX A