Item 5.07 Submission of Matters to a Vote of Security Holders.

U.S. Bancorp (the "Company") held its 2023 annual meeting of shareholders on Tuesday, April 18, 2023. Shareholders considered four 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 7, 2023 (the "Proxy Statement"). The final voting results are reported below.

Proposal 1: Election of thirteen directors to serve for a one-year term until the 2024 annual meeting of shareholders.

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



                                                                          Broker
Name                              For         Against     Abstentions    Non-Votes
Warner L. Baxter             1,099,245,610   23,480,489    2,593,240    170,650,483
Dorothy J. Bridges           1,113,661,483   9,282,972     2,374,884    170,650,483
Elizabeth L. Buse            1,115,555,813   7,289,170     2,474,356    170,650,483
Andrew Cecere                1,063,937,014   56,669,469    4,712,856    170,650,483
Alan B. Colberg              1,116,249,238   6,456,393     2,613,708    170,650,483
Kimberly N. Ellison-Taylor   1,114,465,623   8,026,658     2,827,058    170,650,483
Kimberly J. Harris           1,096,005,344   26,932,379    2,381,616    170,650,483
Roland A. Hernandez          1,094,921,831   27,882,542    2,514,966    170,650,483
Richard P. McKenney          1,108,944,204   13,740,620    2,634,515    170,650,483
Yusuf I. Mehdi               1,114,925,034   7,861,375     2,532,930    170,650,483
Loretta E. Reynolds          1,116,005,696   6,909,815     2,403,828    170,650,483
John P. Wiehoff              1,115,622,810   7,036,546     2,659,983    170,650,483
Scott W. Wine                1,101,908,641   20,772,188    2,638,510    170,650,483

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

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

For Against Abstentions Broker Non-Votes 1,040,017,189 79,038,927 6,263,223 170,650,483

Proposal 3: Advisory vote on the frequency of future advisory votes on executive compensation.

Holders of a majority of the Company's shares voted at the meeting expressed a preference to hold the advisory vote on executive compensation on an annual basis, and the voting results are set forth below:

1 Year 2 Years 3 Years Abstentions Broker Non-Votes 1,099,426,752 3,170,011 18,767,489 3,955,087 170,650,483

After considering these results, the Company's Board of Directors adopted a policy to hold an annual advisory vote on the Company's executive compensation program.




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Proposal 4: Ratification of the selection of Ernst & Young LLP as the Company's independent auditor for the 2023 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 1,255,678,117 37,906,873 2,384,832

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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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