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Document Analysis

A proxy statement is a document created yearly by every publicly traded
company. Its main purpose is to inform shareholders of the proposals up for
vote at the annual meeting of shareholders. Other topics include executive
compensation, the financial health of the company, and the value and
amount of company stock. The statement is filed with the SEC and made
available to the public, though it is ostensibly addressed to the shareholders.
Sometimes a proxy statement will including letters from executives talking
up the success of the company or encouraging voting either at the
shareholder meeting or by proxy.
For this assignment I chose to evaluate the 2015 proxy statement for U.S.
Bank. I received this document in the mail a few weeks ago, as I am a
stakeholder in U.S. Bank. This means that I am invited to the shareholder
meeting. Unfortunately, I will be unable to attend because it is being hosted
in Louisville, Kentucky. Also, I am busy that weekend.
This proxy statement is a 100 page document written in black and blue ink
on thin, newspaper-quality paper. U.S. Bank's logo colors are blue and red;
however, in this document the red only makes an appearance on the cover,
back page and three pages at the beginning. Black is used for the basal text
and white is the background color. Blue is used to distinguish headlines,
mark tables, fill the background of standout elements, and draw lines around
important text.
According to the table of contents, the main sections of the statement are
the five proposals before the assembly. They are:
1. Election of Directors
2. Approval of the U.S. Bankcorp 2015 Stock Incentive Plan
3. Ratification of Selection of Independent Auditor
4. Advisory Vote to Approve the Compensation of our Executives Disclosed in
this Proxy Statement
5. Shareholder Proposal Seeking the Establishment of a Policy Rrequiring that
the Chairman of the Board be an Independent Director
There are several other sections, mostly disclosing information relating to
business operations, but the heart of the document is the proposals. It is
designed to present these proposals and then convince the shareholders to
vote along with the board.

Determining the intended audience for a document like this is more difficult
than it seems at first glance. One might say that since the company is
required to file a proxy statement with the SEC then it must be written for
auditors at the SEC. Others might say that since it is made publicly available,
then the intended audience is the public, writ large. However, I would argue
that it is written for only two specific group of people.
The first group is made up of investors who already own stock in US Bank.
These are the people who get to vote in the meeting of shareholders. A proxy
statement is styled primarily as an informational document. This does not
prevent the bank from presenting all the reasons why shareholders should
vote to pass The Board's proposals. It also does not prevent them from
presenting shareholder-introduced proposals as poorly thought out and
unnecessary. In the 2015 statement, there are five proposals; the first four
were created by the Board of Directors and concern election of directors, the
choice of auditors, executive compensation and stock incentives. These
proposals are praised to no end. Each director has a half-page biography
highlighting their professional accomplishments and qualifications. The
second Board-crafted proposal, the Stock Incentive Plan, is allotted pages
and pages of explanation, description, and careful analysis. Proposals 3 and
4 are not discussed in depth, but are given a positive spin.
The final and only shareholder-introduced proposal is a request that the
chairman of the board be and independent director. This proposal is one
page long and lays out the reasons that a particular shareholder believes the
chairman should have less power and more accountability than Richard
Davis, the current CEO. Immediately following this proposal is the Board of
Directors' Recommendation that the proposal be voted against. It is also a
one page argument and it assures voters that the U.S. Bancorp's
shareholders are best served by our current leadership structure. Based on
these obvious attempts at persuasion, it is clear that this document is
designed specifically to convince voting shareholders to vote along with The
Board's recommendations.
The second primary audience of this statement is made up of potential
investors. This includes first time buyers and those who already own stock
and might buy more. The entire document projects an air of professionalism
and competence. The writing is clear without being patronizing. The design is
subtle and the repetition of simple elements provides a feeling of
consistency. This ultimate effect is that the reader gets the idea that U.S.
Bank is a bunch of boring people in suits who can be trusted with money.
These proxy statements are made available to the public and anyone doing
due diligence on a potential investment will examine them to get a feel for
the bank's financial prospects. This proxy statement will work as a sales
document for the company's stock for years as investment professionals
examine it for clues about the corporate culture and financial stability.

The U.S. Bancorp's 2015 Proxy statement is an excellent example of rhetoric.

It appeals to emotion by projecting stability and competence, and it appeals
to logic with charts, graphs, and professional and reassuring writing. The
writers know their audience and aim their words directly toward those
groups. On this level, the document is an unqualified success.

Writing and Navigation

The document is well-written, but not even a little bit concise. This may be
unavoidable in a document where the intention is clarity regarding financial
matters. In the banking industry, or any heavily regulated field, it is better to
include every little piece of information on the off chance that it is needed. A
novel can be ambiguous, but the proxy statement for a publicly-traded
company needs to include everything.
This is not a concise document. There is a lot of information to cover,
including five separate proposals, compensation summaries, audit reports,
and information regarding the shareholder meeting. Most of these sections
contain various subsections, lists, tables. However, this document is wellequipped to handle the complexity of its contents. The Table of Contents is
well-designed, with 18 entries and 32 sub-entries for a 100 page document.
This does a good job of dividing up the document and helping the reader find
specific information.
For a document like this, most readers will not be reading it from cover.
Rather, they will be searching for specific information such as a description
of the proposals or a discussion of executive compensation. The document
was created with this sort of reading in mind, as indicated by the constant
use of headings, sub-headings, sidebars, horizontal lines, and tables to break
up the text. There is such a strong visual hierarchy here that reading straight
through would be like driving on a road with speed bumps every ten feet.
The text is optimized to guide the reader to specific pieces of information.
Many of the principles of good web design are present here. The design
allows for easy scanning, and the headlines give good descriptions of their
contents. This chunking allows for an easy grab-and-go style of reading.
Physical Design
This document seems to have been created as a crossover between two
mediums, text and web. It was provided to some shareholders in physical
format and also as a pdf on the U.S. Bank website. The designers created it
with both formats in mind. As Richard Davis says in his introductory letter,
We are once again pleased to furnish our proxy shareholders

primarily over the Internet. The design elements of the document, from
typography to color scheme to graphics are compatible with both formats
and also very tastefully used.
The entire statement seems to have been created with only two typefaces,
one for the logo and one to be used throughout the document. Both are
sans-serif, but the typeface in the logo is composed of much thicker strokes.
The sans-serif font makes the body copy easy to read on both a screen and
on paper. This adds to the versatility of the document.
For a color scheme, the document borrows heavily from the U.S. Bank logo.
This choice makes sense; it reinforces the brand, and makes for a more
visually interesting document than if just black and white were used. The
logo is made up of just three colors, dark blue, white and red, while the proxy
statement uses a white background, dark blue borders and text in black and
light blue. There is a splash of red on the covers and the first three pages,
but 100+ pages go without any break in the white, blue and black color
scheme. This is probably the biggest weakness in the design of the
document. It is possible that this was intentional, designed to promote the
image of stodgy, financial competence that the bank is trying to project, but
even so, it is overdone. By page 50, one imagines one's self in a blue desert,
desperate for even a drop of bright color. Upon returning to the relative color
abundance of the cover, the reader is tempted to never again venture into
the duo chromatic wasteland of text.
The covers themselves are understated, yet visually interesting. On the front,
the alignment of small circles quickly guides the eye through the important
title information and then into the document itself. It is a simple and
appealing design, conveying professionalism and avoiding distraction. The
back cover is even better, as the lightweight lines serve to subtly group
information and draw attention to the main image, then the text, and finally
to the company logo. It is a masterpiece of design elements used to
emphasize the message which, incidentally, is that U.S. Bank is partnering
with the Red Cross to assist with disaster relief.
As documents go, the U.S. Bank 2015 Proxy Statement is a masterclass in
the many ways that design can be made to serve an argument. From color
choice to cover design to writing style to font choice, this document is
designed to promote U.S. Bank. It is an effective marketing tool that appeals
on every level: logical, emotional and character. It is crafted with plenty of
charts, graphs and well-written content to appeal to the mind, and good
design to appeal to the emotions. Every word choice and design element
supports the character that the bank is trying to project, that it is a stable,
intelligent, safe, and ethical establishment. This document sets out to

promote the good name of U.S. Bank and is wildly successful in that