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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 16, 2024
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Ohio | | 001-33653 | | 31-0854434 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | | | | | | | | | | | | | | | | | |
| Fifth Third Center | | |
| 38 Fountain Square Plaza | , | Cincinnati | , | Ohio | | 45263 |
| (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))
| | | | | | | | | | | | | | | | | | | | |
| Securities registered pursuant to Section 12(b) of the Act: | | | | |
| | | | | | |
| Title of each class | | Trading
Symbol(s) | | Name of each exchange
on which registered |
| Common Stock, Without Par Value | | FITB | | The | NASDAQ | Stock Market LLC |
| Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I | | FITBI | | The | NASDAQ | Stock Market LLC |
| Depositary Shares Representing a 1/40th Ownership Interest in a Share of 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A | | FITBP | | The | NASDAQ | Stock Market LLC |
| Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 4.95% Non-Cumulative Perpetual Preferred Stock, Series K | | FITBO | | The | NASDAQ | Stock Market LLC |
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 Fifth Third Bancorp 2024 Incentive Compensation Plan (the “Plan”) at the annual meeting of shareholders on April 16, 2024. The Plan was adopted by Fifth Third’s Board of Directors on February 21, 2024, subject to shareholder approval. Now that shareholder approval has been obtained, the Plan is effective as of April 16, 2024. Subject to adjustment in certain circumstances, the Plan authorizes the grant of awards with respect to up to 55 million shares of common stock, 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 |
| | | | | | | | |
| • | Awards under Deferred Compensation or Similar Plans |
A detailed summary of the Plan appears on pages 97-107 of Fifth Third’s definitive proxy statement for its 2024 annual meeting of shareholders which was filed with the SEC on March 5, 2024 (the “2024 Proxy
Statement”). That summary is incorporated herein by reference. A copy of the Plan was included as Annex A to the 2024 Proxy Statement, 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, 2024, Fifth Third Bancorp (the “Company”) 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 2025:
| | | | | | | | | | | | | | |
| Number of Votes of Series A, Class B Preferred Stock (the “Preferred Shareholders”) and Common Shares Voting Together as a Class |
| Votes For | Votes Against | Abstain | Broker Non-Vote |
Nicholas K. Akins | 544,766,002 | 7,387,580 | 726,304 | 71,067,031 |
B. Evan Bayh III | 536,684,470 | 15,531,629 | 663,787 | 71,067,031 |
Jorge L. Benitez | 547,562,432 | 4,639,106 | 678,348 | 71,067,031 |
Katherine B. Blackburn | 547,670,174 | 4,549,738 | 659,974 | 71,067,031 |
Emerson L. Brumback | 542,439,063 | 9,691,395 | 749,428 | 71,067,031 |
Linda W. Clement-Holmes | 550,514,703 | 1,711,570 | 653,613 | 71,067,031 |
C. Bryan Daniels | 550,027,195 | 2,156,771 | 695,920 | 71,067,031 |
Laurent Desmangles | 550,551,188 | 1,635,593 | 693,105 | 71,067,031 |
Mitchell S. Feiger | 547,327,019 | 4,887,345 | 665,522 | 71,067,031 |
Thomas H. Harvey | 533,775,020 | 18,142,375 | 962,491 | 71,067,031 |
Gary R. Heminger | 540,044,960 | 12,136,560 | 698,366 | 71,067,031 |
Eileen A. Mallesch | 548,083,923 | 4,138,946 | 657,017 | 71,067,031 |
Michael B. McCallister | 534,138,180 | 18,018,529 | 723,177 | 71,067,031 |
Kathleen A. Rogers | 551,023,697 | 1,286,265 | 569,924 | 71,067,031 |
Timothy N. Spence | 524,757,779 | 23,252,926 | 4,869,181 | 71,067,031 |
Marsha C. Williams | 518,129,078 | 34,100,520 | 650,288 | 71,067,031 |
2. The ratification and appointment of the firm of Deloitte & Touche LLP to serve as the independent external audit firm for Fifth Third Bancorp for the year 2024 was approved by a vote of the common shareholders and the Preferred Shareholders of 601,870,551 votes for, 21,617,048 votes against, and 459,300 abstain, with no broker non-votes.
3. Executive compensation was approved by an advisory vote of the common shareholders and the Preferred Shareholders of 528,314,088 votes for, 23,403,249 votes against, and 1,162,549 abstain, with 71,067,013 broker non-votes.
4. The proposal to approve the Fifth Third Bancorp 2024 Incentive Compensation Plan, including the issuance of shares of common stock authorized thereunder, was approved by a vote of the common shareholders and the Preferred Shareholders of 526,807,750 votes for, 25,035,575 votes against, and 1,036,561 abstain, with 71,067,013 broker non-votes.
5. The proposal to approve the Fifth Third Bancorp 2024 Employee Stock Purchase Plan, including the issuance of shares of common stock authorized thereunder, was approved by a vote of the common shareholders
and the Preferred Shareholders of 549,354,008 votes for, 2,794,645 votes against, and 731,233 abstain, with 71,067,013 broker non-votes.
Item 9.01 Financial Statements and Exhibits.
| | | | | |
Exhibit 10.1 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| | | | | | | | |
| | FIFTH THIRD BANCORP |
| | (Registrant) |
| | | |
| Date: April 19, 2024 | | /s/ SUSAN B. ZAUNBRECHER |
| | | |
| | Susan B. Zaunbrecher |
| | Executive Vice President, Chief Legal Officer |
