UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 19, 2011

U.S. BANCORP
(Exact name of registrant as specified in its charter)

Delaware		1-6880		41-0255900
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

800 Nicollet Mall Minneapolis, Minnesota		55402
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (651) 466-3000

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

U.S. Bancorp (the “Company”) held its 2011 Annual Meeting of Shareholders on Tuesday, April 19, 2011, at the Renaissance St. Louis Grand Hotel, St. Louis, Missouri. Richard K. Davis, Chairman, President and Chief Executive Officer, presided. The Company’s shareholders considered five proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) which was filed with the Securities and Exchange Commission on March 15, 2011. The final voting results are reported below.

Proposal I: Election of thirteen directors to serve for a one-year term until the 2012 annual meeting of shareholders.

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

Name		For				Against				Abstentions				Broker Non-Votes
Douglas M. Baker, Jr.			1,265,420,207				73,714,066				5,388,298				262,262,118
Y. Marc Belton			1,264,638,008				74,514,325				5,370,238				262,262,118
Victoria Buyniski Gluckman			1,247,987,432				91,012,597				5,522,542				262,262,118
Arthur D. Collins, Jr.			1,298,685,518				37,720,147				8,116,906				262,262,118
Richard K. Davis			1,309,689,784				29,991,944				4,840,843				262,262,118
Joel W. Johnson			1,311,740,716				27,384,551				5,397,304				262,262,118
Olivia F. Kirtley			1,318,492,683				20,711,447				5,318,441				262,262,118
Jerry W. Levin			1,289,110,994				49,987,700				5,423,877				262,262,118
David B. O’Maley			1,272,979,611				65,894,881				5,648,079				262,262,118
O’dell M. Owens, M.D., MPH			1,258,218,573				80,759,624				5,544,374				262,262,118
Richard G. Reiten			1,288,791,170				50,409,027				5,322,374				262,262,118
Craig D. Schnuck			1,275,418,524				63,220,810				5,883,237				262,262,118
Patrick T. Stokes			1,302,087,131				37,192,263				5,243,177				262,262,118

Proposal II: Ratification of the selection of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2011.

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
1,566,709,202		35,708,367		4,367,120		—

Proposal III: 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 Company’s executive compensation program, and the voting results are set forth below:

For		Against		Abstentions		Broker Non-Votes
1,255,795,926		76,460,522		12,266,123		262,262,118

Proposal IV: 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
771,339,696		16,403,191		548,608,042		8,171,642		262,262,118

Based on these results, the Company’s Board of Directors has adopted a policy to hold an annual advisory vote on the Company’s executive compensation program.

Proposal V: Shareholder proposal requesting an annual advisory vote on director compensation.

The Company’s shareholders did not approve the shareholder proposal, and the voting results are set forth below:

Votes For		Votes Against		Abstentions		Broker Non-Votes
99,613,303		1,194,088,441		50,820,827		262,262,118

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 20, 2011