エドガーで原本を確認する
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: May 3, 2024
(Date of earliest event reported)
U.S. BANCORP
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 1-6880 | 41-0255900 | |
| (Commission file number) |
(IRS Employer Identification No.) |
800 Nicollet Mall
Minneapolis, Minnesota 55402
(Address of principal executive offices, including 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 |
Name of each exchange |
||
| 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 | ||
| 0.850% Medium-Term Notes, Series X (Senior), due June 7, 2024 | USB/24B | 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 12b-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 13(a) of the Exchange Act. |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 3, 2024, U.S. Bancorp announced the promotion of Gunjan Kedia, 53, to the position of President of U.S. Bancorp and U.S. Bank National Association (“U.S. Bank”), its principal banking subsidiary, effective immediately. Ms. Kedia had been serving as Vice Chair, Wealth, Corporate, Commercial & Institutional Banking of U.S. Bancorp and U.S. Bank since June 2023 and, prior to that, served as Vice Chair, Wealth Management and Investment Services from December 2016 to June 2023. Ms. Kedia will continue to report to Andrew Cecere, Chairman and Chief Executive Officer of U.S. Bancorp and U.S. Bank. Mr. Cecere also had been serving as President.
In connection with her promotion, Ms. Kedia will receive an increase in her base salary to an annualized amount of $1,000,000, effective May 5, 2024. Ms. Kedia will be eligible to receive an annual cash incentive award with a target value of 250% of her base salary, beginning May 5, 2024, under the Company’s Annual Executive Incentive Plan. Ms. Kedia also will receive a long-term incentive award, valued at $1,500,000 as of the grant date of May 6, 2024, which will be granted 60% in the form of performance-based restricted stock units and 40% in the form of restricted stock units under the U.S. Bancorp 2024 Stock Incentive Plan with the structure and terms of such awards to reflect those granted to executive officers in 2024. Detailed information about the equity awards and other aspects of the company’s executive compensation program can be found in its 2024 proxy statement.
A copy of the press release issued by the Company on May 3, 2024, announcing the promotion of Ms. Kedia is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press release dated May 3, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
2
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: May 3, 2024
3
Exhibit 99.1
News Release
U.S. Bancorp promotes Gunjan Kedia to president
Kedia to oversee all revenue lines, ensuring focus on growth and holistic client experience
MINNEAPOLIS (May 3, 2024) – U.S. Bancorp (NYSE: USB), parent company of U.S. Bank, announced today that Gunjan Kedia will be its new president, reporting to Andy Cecere, who will retain the title of chairman and CEO.
In this role, Kedia, 53, will oversee the company’s three business lines, ensuring a shared focus on growth and holistic client experiences across its entire network.
“During her more than seven years with U.S. Bank, Gunjan has shown herself to be a visionary leader who understands our business and is driven to help us perform at our best. She has an unwavering commitment to serving our clients, building strong teams and living our values,” Cecere said. “She will partner with me and our entire Managing Committee as we continue to chart our course for the future, and she will build on her proven success to drive further growth across all our business lines.”
Kedia has spent nearly 30 years in financial services, serving in leadership roles at PwC and McKinsey & Company, and in global executive positions at BNY Mellon and State Street Financial. She has been an influential leader at U.S. Bank since joining the organization in 2016, and she has steadily focused on enhancing growth and client depth in the businesses reporting to her, advancing company diversity efforts, and playing an important role in the organization’s critical strategies.
Kedia has been recognized repeatedly for excellence in her career. She is a six-time American Banker Most Powerful Women in Finance honoree and has been named twice to the Barron’s 100 Most Influential Women in the U.S. Finance list. She holds a master’s degree in business administration with distinction from Carnegie Mellon University, where she earned the alumni achievement award in 2018 and the professional excellence award in 2022. She earned a bachelor’s degree in engineering, also with distinction, from the Delhi School of Engineering. She currently sits on the board of directors for PBS, Junior Achievement USA and Carnegie Mellon Business School.
“We have a unique and special culture at U.S. Bank that allows us to celebrate with our clients, grow alongside our team of talented professionals, and support our communities. I am deeply honored to be trusted with this opportunity to drive our future success in a broader way,” Kedia said. “I am looking forward to collaborating with leaders across our revenue lines to drive further success in our organization, as we continue to shape the future of U.S. Bank together.”
###
About U.S. Bank
U.S. Bancorp, with more than 70,000 employees and $684 billion in assets as of March 31, 2024, is the parent company of U.S. Bank National Association. Headquartered in Minneapolis, the company serves millions of customers locally, nationally and globally through a diversified mix of businesses including consumer banking, business banking, commercial banking, institutional banking, payments and wealth management. U.S. Bancorp has been recognized for its approach to digital innovation, community partnerships and customer service, including being named one of the 2024 World’s Most Ethical Companies and Fortune’s most admired superregional bank. Learn more at usbank.com/about.
Contacts
Investors:
George Andersen, director of investor relations, U.S. Bancorp Investor Relations
612.303.3620; george.andersen@usbank.com
Media:
David Palombi, executive vice president and global chief communication officer, U.S. Bank Public Affairs and Communications
612.508.0014; david.palombi@usbank.com
2