Form 8-K














Date of Report (Date of earliest event reported): April 16, 2019





(Exact name of registrant as specified in its charter)




(State or other jurisdiction of incorporation)


001-33653   31-0854434
(Commission File Number)   (IRS Employer Identification No.)

Fifth Third Center

38 Fountain Square Plaza, Cincinnati, Ohio

(Address of principal executive offices)   (Zip Code)

(800) 972-3030

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):



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



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



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



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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 5.02.       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) As described in Item 5.07 below, Fifth Third’s shareholders approved the adoption of the Fifth Third Bancorp 2019 Incentive Compensation Plan (the “Plan”) at the annual meeting of shareholders on April 16, 2019. The Plan was adopted by Fifth Third’s Board of Directors on February 7, 2019, subject to shareholder approval. Now that shareholder approval has been obtained, the Plan is effective as of April 16, 2019. Subject to adjustment in certain circumstances, the Plan authorizes up to 40 million shares of common stock for issuance, plus shares that become available for issuance under the Plan from cancellations or forfeitures of awards under the Company’s prior plans.

Any officer, employee, director, regional director or consultant of the Company or any of its subsidiaries or affiliates is eligible to receive an award under the Plan. Generally, grants may be made in any of the following forms:



Stock Appreciation Rights



Restricted Stock and Restricted Stock Units



Performance Shares and Performance Units



Stock Options



Awards under Deferred Compensation or Similar Plans



Annual Incentive Awards



Other Incentive Awards

A detailed summary of the Plan appears on pages 80-92 of Fifth Third’s definitive proxy statement for its 2019 annual meeting of shareholders which was filed with the SEC on March 6, 2019. That summary is incorporated herein by reference. A copy of the Plan was included as Exhibit 4.3 to Fifth Third’s Form S-8 Registration Statement filed on April 16, 2019 (Registration Statement No. 333-230900), and is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.


Item 5.07.

Submission of Matters to a Vote of Security Holders

On April 16, 2019, Fifth Third Bancorp held its Annual Meeting of Shareholders. The results of shareholder voting on the proposals presented were as follows:

1. Election of all members of the Board of Directors to serve until the Annual Meeting of Shareholders in 2020:


     Number of Common Shares  
     For      Against      Abstain      Broker

Nicholas K. Akins

     485,655,925        10,083,852        1,009,150        73,691,571  

B. Evan Bayh III

     480,561,687        15,161,132        1,026,098        73,691,581  

Jorge L. Benitez

     491,835,164        3,853,319        1,060,443        73,691,572  

Katherine B. Blackburn

     492,588,948        3,186,901        973,078        73,691,571  

Emerson L. Brumback

     492,875,219        2,848,208        1,025,499        73,691,572  

Jerry W. Burris

     493,313,632        2,374,508        1,060,784        73,691,574  

Greg D. Carmichael

     474,552,239        15,588,901        6,607,785        73,691,573  

C. Bryan Daniels

     493,405,934        2,285,481        1,057,511        73,691,572  

Thomas H. Harvey

     493,146,198        2,492,580        1,110,147        73,691,573  

Gary R. Heminger

     276,775,739        218,938,415        1,034,773        73,691,571  

Jewell D. Hoover

     493,454,232        2,285,170        1,009,525        73,691,571  

Eileen A. Mallesch

     482,361,627        13,427,806        959,491        73,691,574  

Michael B. McCallister

     489,384,371        6,331,023        1,033,530        73,691,574  

Marsha C. Williams

     478,541,128        17,251,580        956,220        73,691,570  

2. Approval of the appointment of the firm of Deloitte & Touche LLP to serve as the independent external audit firm for the Company for the year 2019 was approved by a vote of the common shareholders of 544,871,925 for, 24,908,365 against, and 660,208 abstain, with no broker non-votes.

3. Executive compensation was approved by an advisory vote of the common shareholders of 457,890,581 for, 37,475,682 against, and 1,381,896 abstain, with 73,692,339 broker non-votes.

4. Holding a shareholder vote on the compensation of executives every 1 year was approved by an advisory vote of the common shareholders of 479,280,757 for every 1 year, 2,190,955 for every 2 years, and 14,191,948 for every 3 years, and 1,084,506 abstain, with 73,692,332 broker non-votes.

5. The proposal to approve the Fifth Third Bancorp 2019 Incentive Compensation Plan, including the issuance of shares of common stock authorized thereunder, was approved by a vote of the common shareholders of 447,415,220 for, 47,720,355 against, and 1,612,588 abstain, with 73,692,335 broker non-votes.

6. The proposal to amend the Fifth Third Bancorp Articles of Incorporation to authorize a new class of preferred stock was approved by a vote of the common shareholders of 464,085,710 for, 31,020,408 against, and 1,642,791 abstain, with 73,691,589 broker non-votes.


Item 9.01.

Financial Statements and Exhibits.


Exhibit 10.1   Fifth Third Bancorp 2019 Incentive Compensation Plan. Incorporated by reference to Exhibit 4.3 to the registrant’s Form S-8 Registration Statement filed on April 16, 2019 (Registration Statement No. 333-230900).


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.




April 16, 2019   By:  


    Susan B. Zaunbrecher
    Executive Vice President, Chief Legal
    Officer & Corporate Secretary