U.S. Bancorp (USB) Proxy Filing summary

Executive summary

• Leadership transitioned to Gunjan Kedia as CEO and incoming Chairman, with a focus on organic growth, payments transformation, and expense management over the next fiscal year.

• Achieved record net revenue of $28.7B in 2025, with a 16% adjusted EPS increase and strong capital and liquidity positions.

• Board and management emphasize ethical culture, risk discipline, and readiness for transition to a Category II banking organization.

• Announced acquisition of BTIG, LLC to expand capital markets capabilities, expected to close in Q2 2026.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 12 directors, advisory approval of executive compensation, and ratification of Ernst & Young LLP as independent auditor for 2026.

• Board recommends voting “FOR” all proposals.

• Proxy access allows groups holding 3% of stock for 3 years to nominate up to 20% of board seats.

Board of directors and corporate governance

• Board comprises 12 nominees, 92% independent, with diverse skills in risk management, technology, financial reporting, and sustainability.

• New Technology Committee formed in 2026 to oversee technology strategy and cybersecurity.

• Lead Independent Director role continues, with robust responsibilities for board governance and stakeholder engagement.

• Annual board, committee, and individual director evaluations drive ongoing improvement and refreshment.

• Majority voting standard for director elections; all directors elected annually.