US BANCORP DE

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This highlights section does not contain all the information that you should consider before voting. Please read the entire proxy statement carefully.

Voting matters and Board recommendations

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Casting your vote

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The Board of Directors of U.S. Bancorp (the Board or the Board of Directors) is soliciting proxies for use at the annual meeting of shareholders to be held on April 16, 2024, and at any adjournment or postponement of the meeting.

Your vote is important! Please cast your vote and play a part in the future of U.S. Bancorp. Even if you plan to attend our annual meeting, please cast your vote as soon as possible by:

The voting deadline is 11:59 p.m., eastern time, on April 15, 2024 (or April 11, 2024, for shares held in the U.S. Bank 401(k) Savings Plan).

Attending the annual meeting

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You are invited to attend the annual meeting of shareholders, which is being held virtually. You will be able to attend the meeting, as well as vote and submit your questions during the meeting, by visiting www.virtualshareholdermeeting.com/USB2024 and logging in with the 16-digit control number found on your proxy card, voter instruction form, or notice, as applicable. We encourage all shareholders to vote and submit questions in advance of the meeting at www.proxyvote.com.

In the event of technical difficulties with the annual meeting, we expect that an announcement or notice will be made available on www.virtualshareholdermeeting.com/USB2024. If it is necessary to adjourn the annual meeting due to technical difficulties, the announcement or notice will provide updated information regarding the date, time, and location of the annual meeting, and the updated information will also be posted on our Investor Relations website at ir.usbank.com.

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About U.S. Bancorp

U.S. Bancorp, with more than 70,000 employees and $663 billion in assets as of December 31, 2023, 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 2023 World’s Most Ethical Companies and Fortune’s most admired superregional bank.

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Director nominees at a glance

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Board nominee composition

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The composition of our Board of Directors reflects our Board’s and Governance Committee’s focus on ensuring that our Board has a diverse mix of skills and qualifications to oversee our business and our company’s strategy.

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Board structure and oversight

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The Board of Directors has oversight of U.S. Bancorp’s affairs and conducts its business through meetings of the Board and standing committees. The Governance Committee and the Board regularly review the Board’s structure and the oversight responsibilities of each Board committee in order to provide effective oversight. The following are certain key changes to committee oversight responsibilities that the Board approved since our last annual meeting:

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In January 2024, the Board of Directors determined it was in the best interest of the company to recombine the Capital Planning Committee into the Risk Management Committee to integrate Board oversight across capital, liquidity and interest rate risks;

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The Risk Management Committee also now has specified oversight under its charter for emerging risks, including climate-related risks, and our recovery and resolution planning activities (previously overseen by the Capital Planning Committee);

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The Cybersecurity and Technology Subcommittee of the Risk Management Committee added oversight responsibility for the company’s technology strategy, operations and initiatives;

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The Public Responsibility Committee’s oversight was clarified and includes a focus on our relationships with key stakeholders and related reputation risk, the design and implementation of our strategy related to corporate responsibility matters which may include environmental, social, human rights, and other matters, and our charitable contributions strategy; and

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The Compensation and Human Resources Committee oversees our policies for the recovery or clawback of compensation.

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The chart below summarizes the key oversight responsibilities of each Board committee.

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2023 executive compensation program

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Excludes John C. Stern, who became an executive officer on September 1, 2023.

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Corporate governance highlights

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Strong Lead Independent Director position: Our independent directors annually elect a Lead Independent Director, who has broad authority and responsibility over Board governance and operations.

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Key committees independent: Independent directors comprise 100% of each of the Audit, Compensation and Human Resources, Governance, and Public Responsibility Committees.

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Regular executive sessions: The full Board and its standing committees each meet in executive session on a regular basis without members of management present.

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Majority voting: Our directors are elected annually by a majority of votes cast in uncontested elections.

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Board not classified: All of our directors are elected annually.

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3/3/20/20 proxy access: A shareholder or group of up to 20 shareholders that has held at least 3% of our company’s stock for at least three years is able to nominate directors to fill up to 20% of the Board seats (but at least two directors).

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Special meeting: Holders of at least 25% of our stock are able to call a special meeting of shareholders.

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No poison pill: Our company does not maintain a shareholder rights plan.

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Shareholder outreach: Each year we reach out to a significant proportion of our large institutional shareholders to invite a conversation about corporate governance, executive compensation, environmental, social and governance (ESG) matters and any other matter of interest to the shareholder and share feedback from those engagements with the Board.

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Board, committee and individual evaluations: The Governance Committee annually conducts rigorous Board assessments, including evaluations of committees and individual directors.

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Overboarding restrictions: Unless approved by our Board, a director may not serve on more than three public company boards in addition to ours, and a director who is a CEO of a public company may not serve on more than two public company boards (including our Board and the board of the company of which he or she serves as CEO).

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Retirement policy: Our Board does not have a rigid retirement policy but instead evaluates for appropriateness the re-nomination of an incumbent director after he or she has reached the age of 72.

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Stock ownership: Each non-employee director is required to hold stock equal in value to five times the annual cash retainer. New directors must satisfy this requirement within five years of joining the Board.

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No hedging or pledging: Like our executive officers, our directors are prohibited from pledging our company’s securities as collateral for a loan and from engaging in any hedging transactions involving any of the company’s securities.

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