Independent
Tenure on this board
11.5 yrs
Also a director at
Quanta Services Inc (PWR)Wec Energy Group Inc (WEC)
Meeting calendar
USB · Annual meeting · Tuesday, April 21, 2026
US Bancorp
12 nominees · 3 ballot items.
Election of 12 directors; advisory (say-on-pay) vote to approve executive compensation; ratification of Ernst & Young LLP as independent auditor; and consideration of any other properly presented business at the meeting.
Market cap
$99.4B
1Y TSR
+35.9%
Board grade
B-
Record date
Feb 24, 2026
Filing
DEF 14A
Meeting concluded · Apr 21, 2026
Follow how the vote landed and what changed on US Bancorp’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElection of twelve director nominees to serve until the 2027 annual meeting and until their successors are elected and qualified.
- 2
Advisory vote to approve executive compensation (Say-on-Pay
ManagementBoard: FORAn advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
More detail
This advisory (non-binding) Say-on-Pay proposal asks shareholders to approve the company’s 2025 executive compensation for named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management and the Compensation and Human Resources Committee support this proposal, asserting the program aligns executive incentives with long-term shareholder value through a mix of base salary, annual incentives tied to EPS and business-line pretax income, and long-term equity awards (PRSUs and RSUs) with performance metrics transitioning to ROTCE in 2025 and a TSR modifier. The Board recommends a vote FOR, citing consistent prior shareholder support and governance features such as independent compensation consultants, clawback provisions, stock ownership and retention requirements, caps on payouts, and robust risk oversight. The Committee’s rationale includes that 2025 outcomes reflect pay-for-performance, with payouts for annual cash incentives above target and PRSUs earned above target for prior cycles; it notes CEO transition-related compensation actions and retention awards as justified by succession and retention needs. The proposal is routine and non-binding, and the Board will consider results in future compensation decisions; investor support or opposition could influence future program design and shareholder engagement.
- 3
Ratification of selection of independent registered public accounting firm
ManagementBoard: FORRatify the Audit Committee’s selection of Ernst & Young LLP as U.S. Bancorp’s independent registered public accounting firm for the 2026 fiscal year.
Director elections
Nominees on the ballot12
Independent
Tenure on this board
7.8 yrs
Independent
Tenure on this board
8.1 yrs
Also a director at
F5 Inc (FFIV)
Independent
Tenure on this board
3.5 yrs
Also a director at
Corebridge Financial Inc (CRBG)
Independent
Tenure on this board
5.5 yrs
Also a director at
Marathon Petroleum Corp (MPC)
Independent
Tenure on this board
2.0 yrs
Independent
Tenure on this board
14.5 yrs
Also a director at
Fox Corp (FOXA)Take Two Interactive Software Inc (TTWO)
Not independent
Tenure on this board
1.3 yrs
Independent
Tenure on this board
9.5 yrs
Also a director at
Unum Group (UNM)
Independent
Tenure on this board
8.1 yrs
Independent
Tenure on this board
3.8 yrs
Independent
Tenure on this board
6.5 yrs
Also a director at
Polaris Inc (PII)Union Pacific Corp (UNP)
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 100,884,405 | $5.2B |
| 2 | STATE STREET CORP | 4.5% | 69,408,539 | $3.6B |
| 3 | BlackRock, Inc. | 3.2% | 50,330,783 | $2.6B |
| 4 | MUFG Bank, Ltd. | 2.9% | 44,374,155 | $2.3B |
| 5 | JPMORGAN CHASE CO | 2.9% | 44,372,297 | $2.3B |
| 6 | BlackRock, Inc. | 2.2% | 34,189,973 | $1.8B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 33,439,654 | $1.7B |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.9% | 29,598,590 | $1.5B |
| 9 | FMR LLC | 1.8% | 27,262,874 | $1.4B |
| 10 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.5% | 22,653,953 | $1.2B |
Peers
Nearest market capOther Financial Services sector meetings6
Upcoming shareholder meetings at US Bancorp’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Corebridge Financial IncCRBG
Special meeting·Jul 30, 2026·$14.5B
Equitable Holdings IncEQH
Special meeting·Jul 30, 2026·$13.8B
Ares Capital CorpARCC
Special meeting·Aug 13, 2026·$13.8B
Blackstone Secured Lending FundBXSL
Annual meeting·Sep 24, 2026·$5.6B
Corvel CorpCRVL
Annual meeting·Aug 6, 2026·$3.2B
Hilltop Holdings IncHTH
Annual meeting·Jul 23, 2026·$2.3B
Reference
Frequently asked questions
- When is the US Bancorp 2026 annual meeting?
- US Bancorp (USB) holds its 2026 annual shareholder meeting on Tuesday, April 21, 2026.
- What is the record date for the US Bancorp 2026 meeting?
- The record date for the US Bancorp 2026 meeting is Tuesday, February 24, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for US Bancorp's 2026 meeting?
- The board is presenting 12 director nominees at the US Bancorp 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the US Bancorp 2026 meeting?
- Shareholders will vote on 3 proposals at the US Bancorp 2026 meeting, each tagged with who proposed it and the board's recommendation.
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