USB US Bancorp \de\ - 8-K

Item 5.07

Submission of Matters to a Vote of Security Holders.

U.S. Bancorp (the “Company”) held its 2026 annual meeting of shareholders on Tuesday, April 21, 2026. Shareholders considered three proposals at the meeting, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 10, 2026 (the “Proxy Statement”). The final voting results are reported below.

Proposal 1 : Election of twelve directors to serve for a one-year term until the 2027 annual meeting of shareholders.

The Company’s shareholders elected each of the twelve nominees for director, and the voting results are set forth below:

Name

For

Against

Abstentions

Broker

Non-Votes

Warner L. Baxter

1,199,626,133

21,517,655

2,197,933

152,923,925

Dorothy Bridges

1,213,364,221

8,033,467

1,944,033

152,923,925

Elizabeth L. Buse

1,210,462,793

10,836,830

2,042,098

152,923,925

Alan B. Colberg

1,207,785,236

13,351,027

2,205,458

152,923,925

Kimberly N. Ellison-Taylor

1,212,538,712

8,835,365

1,967,644

152,923,925

Aleem Gillani

1,213,417,785

7,747,451

2,176,485

152,923,925

Roland A. Hernandez

1,097,316,400

123,851,769

2,173,552

152,923,925

Gunjan Kedia

1,159,332,384

61,762,954

2,246,383

152,923,925

Richard P. McKenney

1,126,963,724

93,089,497

3,288,500

152,923,925

Yusuf I. Mehdi

1,213,222,529

7,754,830

2,364,362

152,923,925

Loretta E. Reynolds

1,214,190,913

7,166,929

1,983,879

152,923,925

John P. Wiehoff

1,207,347,534

13,840,154

2,154,033

152,923,925

Proposal 2 : Advisory vote to approve the compensation of the Company’s executive officers disclosed in the Proxy Statement.

The Company’s shareholders gave advisory approval of the compensation of the Company’s executive officers disclosed in the Proxy Statement, and the voting results are set forth below:

For

Against

Abstentions

Broker Non-Votes

1,138,199,345

79,171,164

5,971,212

152,923,925

Proposal 3 : Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.

The Company’s shareholders ratified the selection of Ernst & Young LLP, and the voting results are set forth below:

For

Against

Abstentions

Broker Non-Votes

1,314,933,791

58,312,267

3,019,588

—

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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