UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

(AMENDMENT NO.    )

Filed by the Registrant    ☒

Filed by a Party other than the Registrant    ☐

Check the appropriate box:

FIFTH THIRD BANCORP

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):

38 FOUNTAIN SQUARE PLAZA

CINCINNATI, OHIO 45263

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

March 9, 20176, 2018

To the Shareholders of Fifth Third Bancorp:

You are cordially invited to attend the Annual Meeting of the Shareholders of Fifth Third Bancorp to be held at the Regency Ballroom,Jarson-Kaplan Theater, located onat the third floor ofAronoff Center for the Hyatt Regency Cincinnati,Arts, at 151 West 5^th650 Walnut Street, Cincinnati, Ohio on Tuesday, April 18, 201717, 2018 at 11:30 a.m. eastern daylight saving time for the purposes of considering and acting upon the following:

Shareholders of record at the close of business on February 24, 201723, 2018 will be entitled to vote at the Annual Meeting.

All shareholders who find it convenient to do so are invitedEven if you plan to attend the Annual Meetingmeeting in person. In any event,person, please vote at your earliest convenience by signing and returning the proxy card you receive or by voting over the internet or by telephone.

If you have any questions or need assistance voting your shares, please call D.F. King & Co., Inc., which is assisting us, toll-free at1-800-488-8035.

By Order of the Board of Directors

Jelena McWilliams

Corporate Secretary

38 Fountain Square Plaza

Cincinnati, Ohio 45263

20172018 Proxy Statement

This proxy statement, notice of the 20172018 Annual Meeting, notice of internet availability, form of proxy, and the Annual Report of the Company for the year 20162017 are first being sent or made available to shareholders on or about March 9, 2017.6, 2018.

What is this document?

This document is called a proxy statement. This proxy statement includes information regarding the matters to be acted upon at the 20172018 Fifth Third Bancorp Annual Meeting of Shareholders (the “Annual Meeting”) and certain other information required by the Securities and Exchange Commission (the “SEC”) and the rules of the Nasdaq Global Select Market (“Nasdaq”).

When is the Annual Meeting and where will it be held?

The Annual Meeting will be held on Tuesday, April 18, 2017,17, 2018, at the Regency Ballroom,Jarson-Kaplan Theater, located on at

the third floor ofAronoff Center for the Hyatt Regency Cincinnati,Arts, at 151 West 5^th650 Walnut Street, Cincinnati, Ohio at 11:30 a.m. eastern daylight saving time.

Why am I being provided this proxy statement?

Fifth Third Bancorp (the “Company” or “Fifth Third”) is required by the SEC to give you, or provide you access to, this proxy statement because it is soliciting your proxy to vote your shares of Fifth Third stock at the Annual Meeting. The enclosed proxy statement summarizes information you need in order to vote at the Annual Meeting.

What is a proxy?

A proxy is your designation of another person to vote stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. When you designate a proxy, you may also may direct the proxy how to vote your shares. Three Fifth Third directors, Emerson L. Brumback, GregoryGreg D. Carmichael, and Marsha C. Williams, have been designated as the proxies to cast the votes of Fifth Third’s shareholders at the Annual Meeting.

What actions are shareholders approving at the Annual Meeting?

Election of Directors.Directors. Twelve director nominees have been recommended for election to the Board of Directors (the “Board”) by the Nominating and Corporate Governance Committee of the Board. The nominees for election are: Nicholas K. Akins, B. Evan Bayh III, Jorge L. Benitez, Katherine B. Blackburn, Emerson L. Brumback, Jerry W. Burris, Greg D. Carmichael, Gary R. Heminger, Jewell D. Hoover, Eileen A. Mallesch, Michael B. McCallister, Eileen A. Mallesch, and Marsha C. Williams. Information about these nominees may be found in the proxy statement section titled “Election of Directors.”

Company Proposal 1: Ratification of Auditors.Auditors. This is a proposal to ratify the reappointment of Deloitte & Touche LLP as the Company’sour independent external audit firm for 2017.2018. This approval is not required by law to appoint an independent external audit firm, but this appointment is submitted by the Audit Committee in order to give shareholders a voice in the designation of the independent external audit firm. If this resolution is rejected by the shareholders, then the Audit Committee will reconsider its choice of an independent external audit firm. Even if this resolution is approved, the Audit Committee, at its discretion, may direct the appointment of a different independent external audit firm at any time during the year if it determines that such a change would be in our best interests and the best interestsinterest of the Company and itsour shareholders.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Company Proposal 2: Advisory Approval of Executive Compensation.Compensation. Proposal 2 is an annual advisory vote to approve the compensation of Fifth Third’sour named executive officers (“NEOs”). The Board will strongly consider the outcome of this advisory vote in determining the compensation of such executives. In 2016, over 92%2017, 94% of Fifth Third’sour shareholders who cast a vote on the Company’sour executive compensation program voted to approve it.

Company Proposal 3: Advisory Vote to Determine Frequency of Executive Compensation Votes.Votes. Proposal 3 is an advisory vote to determine how often shareholders will be given the opportunity to approve the compensation of the Company’sour NEOs: either every one, every two, or every three years. The Board will strongly consider the outcome of these votes in determining how often the shareholders are provided a say on pay vote. At the 20162017 Annual Meeting, Fifth Third’sour shareholders supported the Board’s recommendation that shareholders be provided the option to cast an advisory vote every one year on the compensation of the Company’sour NEOs. Accordingly, the Board decided to hold a “say on pay” vote annually.

Company Proposal 4: Approval of the Fifth Third Bancorp 2017 Incentive Compensation Plan. This is a proposal to approve the Fifth Third Bancorp 2017 Incentive Compensation Plan, including the issuance of shares of common stock authorized thereunder. The 2017 Incentive Compensation Plan, if approved, will replace the 2014 Incentive Compensation Plan, which was approved by the shareholders on April 15, 2014. Information about the 2017 Incentive Compensation Plan may be found in the proxy statement section entitled “Company Proposal 4: Proposal to Approve the Fifth Third Bancorp 2017 Incentive Compensation Plan Including the Issuance of Shares of Common Stock Authorized Thereunder.”

What vote is required to approve the proposals considered at the Annual Meeting?

Election of DirectorsDirectors.

As long as cumulative voting is not in effect, in an uncontested election of directors, each nominee for director receiving a greater number of votes “for” his or her election than votes “against” his or her election will be elected as directors.a director. In the event of a contested election or if cumulative voting is in effect, the twelve nominees receiving the greatest number of votes “for” his or her election shall be elected. Abstentions and shares not voted by brokers and other entities holding shares on behalf of beneficial owners will not be counted and will have no effect on the outcome of the election.

All Other ProposalsProposals.

All other proposals at the Annual Meeting require the affirmative vote of a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote on the proposal. Abstentions have the same effect as a vote cast against a proposal. Shares not voted by brokers or other entities holding shares on behalf of beneficial owners will have no effect on the outcome.

It is important to vote your shares at the Annual Meeting.

Who may vote and what constitutes a quorum at the meeting?

Holders of Fifth Third common stock on February 24, 201723, 2018 are entitled to vote on every matter that is to be voted on at the Annual Meeting.

In order to conduct the Annual Meeting, a majority of shares of Fifth Third common stock entitled to vote at the Annual Meeting on every matter that is to be voted on must be present in person or by proxy. This is called a quorum. Shareholders who deliver valid proxies or vote in person at the meeting will be considered part of the

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

quorum. Once a share is represented for any purpose at the meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjourned meeting. Abstentions will be counted as present and entitled to vote for purposes of determining a quorum. Broker“non-votes” (which are explained below) are counted as present and entitled to vote for purposes of determining a quorum.

How many votes do I have?

Each share of Fifth Third common stock outstanding on February 24, 201723, 2018 is entitled to one vote on all proposals at the meeting. As of the close of business on February 24, 2017,23, 2018, there were approximately 750,621,477686,981,953 shares of Fifth Third common stock outstanding and entitled to vote.

If notice in writing is given by any shareholder to theour President, a Vice President, or the Secretary of the Company not less than forty-eight (48) hours before the time fixed for holding a meeting of shareholders for the purpose of electing directors that a shareholder desires that the voting at such election shall be cumulative, and if an announcement of the giving of such notice is made upon the convening of the meeting by the Chair or Secretary or by or on behalf of the shareholder giving such notice, each shareholder shall have the right to cumulate such voting power as he or she possesses in voting for directors. This will not affect the voting procedures for the other proposals considered at the Annual Meeting.

How do I vote?

Record ShareholdersShareholders.

A shareholder who owns shares in Fifth Third directly, and not through a broker, bank, or other nominee, (“record holder” or “record shareholder”) may vote in person at the Annual Meeting by filling out a ballot or may authorize a proxy to vote on his or her behalf. There are three ways to authorize a proxy:

1.Internet: You may access the proxy materials on the Internet atwww.cesvote.com and follow the instructions on the proxy card or on the Notice of Internet Availability.

2.Telephone: You may call toll-free1-888-693-8683, and follow the instructions on the proxy card or on the Notice of Internet Availability.

3.Mail: If you received your proxy materials by mail, you may vote by signing, dating, and mailing the enclosed proxy card in the postage-paid envelope provided.

Shareholders who vote over the Internet may incur costs, such as telephone and Internet access charges, for which the shareholder is responsible. The Internet and telephone voting procedures are designed to authenticate a shareholder’s identity and to allow a shareholder to vote his or her shares and confirm that his or her instructions have been properly recorded. You may use the Internet or telephone to submit your proxy until 11:00 a.m., eastern daylight saving time, on the morning of the Annual Meeting, April 18, 2017.17, 2018.

Street Name ShareholdersShareholders.

Shareholders who hold shares in “street name,” that is, through a broker, bank, or other nominee (“beneficial holder” or “street name shareholder”), should instruct their nominee to vote their shares by following the instructions provided by the nominee. Your vote as a shareholder is important. Please vote as soon as possible to ensure that your vote is recorded. See “Can my broker vote for me?” below.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTINGon the following page.

What if I sign and date my proxy but do not provide voting instructions?

A proxy that is signed and dated, but which does not contain voting instructions, will be voted as follows:

“FOR” the approval of the Fifth Third Bancorp 2017 Incentive Compensation Plan including the issuance of shares of common stock authorized thereunder (Company Proposal 4).

Our Board of Directors of the Company is soliciting proxies for the Annual Meeting of Shareholders to be held at the Regency Ballroom,Jarson-Kaplan Theater, located onat the third floor ofAronoff Center for the Hyatt Regency Cincinnati,Arts, at 151 West 5^th650 Walnut Street, Cincinnati, Ohio on Tuesday, April 18, 201717, 2018 at 11:30 a.m. eastern daylight saving time (the “Annual Meeting”).time. Each of the approximately 750,621,477686,981,953 shares of common stock outstanding on February 24, 201723, 2018 is entitled to one vote on all matters acted upon at the Annual Meeting. Only shareholders of record on theour books of the Company at the close of business on February 24, 201723, 2018 will be entitled to vote at the Annual Meeting, either in person or by proxy. The shares represented by all properly executed proxies that are sent to the Companyus will be voted as designated and each not designated will be voted and counted as described in this proxy statement. Each person giving a proxy may revoke it by giving notice to the Companyus in writing or in open meeting at any time before it is voted.

The laws of Ohio under which the Company iswe are incorporated provide that if notice in writing is given by any shareholder to theour President, a Vice President, or the Secretary of the Company not less than forty-eight (48) hours before the time fixed for holding a meeting of shareholders for the purpose of electing directors that such shareholder desires that the voting at such election shall be cumulative, and if an announcement of the giving of such notice is made upon the convening of the meeting by the Chair or Secretary or by or on behalf of the shareholder giving such notice, each shareholder shall have the right to cumulate such voting power as he or she possesses in voting for directors. This will not affect the voting procedures for the other proposals considered at the Annual Meeting.

TheWe will bear the expense of soliciting proxies will be borne by the Company.proxies. Proxies will be solicited principally by mail, but may also be solicited by theour directors, officers, and other regular employees, of the Company, who will receive no compensation therefore in addition to their regular compensation. Brokers and others who hold stock on behalf of others will be asked to send proxy materialmaterials to the beneficial owners of the stock, and the Companywe will reimburse them for their expenses.

The Company hasWe have retained D.F. King & Co., Inc., a proxy solicitation firm, to assist the Companyus in soliciting proxies. The Company anticipatesWe anticipate that the costscost of D.F. King’s proxy solicitation services will be approximately $13,000, plus reasonable out of pocket expenses.

TheOur Annual Report of the Company for the year 2016,2017, including financial statements, has been delivered or made available to all shareholders. Such report and financial statements are not a part of this proxy statement. This proxy statement, form of proxy, notice of Annual Meeting, noticeNotice of internet availability,Internet Availability, and the Annual Report are first being sent or made available to shareholders on or about March 9, 2017.

Under Section 13(d) of the Exchange Act, a beneficial owner of a security is any person who directly or indirectly has or shares voting power or investment power over such security. Such beneficial owner under this definition need not enjoy the economic benefit of such securities. The following are the only shareholders known to the Company deemed to be beneficial owners of 5% or more of the common stock of the Companysecurity as of December 31, 2016:2017. The following table contains information regarding the only persons who, to our knowledge, beneficially own more than five percent of our common stock as of December 31, 2017:

(1)        T. Rowe Price Associates, Inc. owns the above holdings in its capacity as an investment advisor in accordance with SEC Rule13d-1(b)(1)(ii)(E). According to the Schedule 13G filed with the SEC on January 10, 2018, in aggregate, T. Rowe Price Associates, Inc. and the affiliated entities included in Schedule 13G have sole voting power over 29,264,782 shares of common stock and have sole dispositive power over 73,452,323 shares of common stock.

(2)        The Vanguard Group owns the above holdings in its capacity as an investment advisor in accordance with SEC Rule13d-1(b)(1)(ii)(E). According to Schedule 13G filed with the SEC on February 9, 2018, in aggregate, the Vanguard Group and the affiliated entities included in the Schedule 13G have sole voting power over 998,824 shares of common stock, have shared voting power over 165,933 shares of common stock, have sole dispositive power over 55,889,518 shares of common stock, and have shared dispositive power over 1,133,095 shares of common stock.

(3)        BlackRock, Inc. owns the above holdings in its capacity as a parent company or control person in accordance with SEC Rule13d-1(b)(1)(ii)(G). According to the Schedule 13G filed with the SEC on January 29, 2018, in aggregate, BlackRock, Inc. and the affiliated entities included in Schedule 13G have sole voting power over 39,763,354 shares of common stock and have sole dispositive power over 45,980,059 shares of common stock.

(4)        State Street Corporation owns the above holdings in its capacity as a parent holding company or control person in accordance with SEC Rule13d-1(b)(1)(ii)(G). According to the Schedule 13G filed with the SEC on February 14, 2018, in aggregate, State Street Corporation and the affiliated entities included in the Schedule 13G have shared voting power over 39,164,163 shares of common stock and have shared dispositive power over 39,164,163 shares of common stock.

(5)        Invesco Ltd. owns the above holdings in its capacity as an investment advisor in accordance with SEC Rule13d-1(b)(1)(ii)(E) and as a parent holding company or control person in accordance with SEC Rule13d-1(b)(1)(ii)(G). According to the Schedule 13G filed with the SEC on February 9, 2018, in aggregate, Invesco Ltd. and the affiliated entities included in the Schedule 13G have sole voting power over 35,889,787 shares and have sole dispositive power over 37,879,642 shares.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’sour executive officers and directors, and persons who own more than ten percent of a registered class of the Company’sour stock, to file reports of ownership and changes in ownership with the SEC. Executive officers and directors, and persons who own greater than ten percent shareholdersof a registered class of our stock, are required by SEC regulation to furnish the Companyus with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons that no Annual Statement of Changes In Beneficial Ownership of Securities on Form 5 were required for those persons, the Company believes that, for the period from January 1, 20162017 through December 31, 2016, its2017, we believe that our executive officers and directors complied with all filing requirements applicable to them, except for the failure to timely report on a Form 4 during 2016 grants by the Company of restricted stock units and stock appreciation rights issued to Lars C. Anderson, Chad M. Borton, Greg D. Carmichael, Frank R. Forrest, Mark D. Hazel, Kevin Kabat, Heather Russell Koenig, Randolph J. Koporc, Gregory L. Kosch, James C. Leonard, Philip R. McHugh, Joseph R. Robinson, Timothy N. Spence, Teresa J. Tanner and Tayfun Tuzun and one additional transaction for Philip R. McHugh involving the withholding of shares of restricted stock for taxes upon the vesting. These transactions were subsequently reported on Form 4s.them.

Additionally, with respect to prior fiscal years, the following directors failed to timely report on Form 5 the acquisition of phantom stock units pursuant to a deferred compensation plan: B. Evan Bayh III (three Form 5s covering five transactions), Ulysses L. Bridgeman Jr. (eight Form 5s covering 19 transactions), Hendrik G. Meijer (10 Form 5s covering 25 transactions), and Marsha C. Williams (two Form 5s covering four transactions), and these transactions were subsequently reported on Form 5s; the following individuals failed to include in their Form 3 filing the ownership of phantom stock units pursuant to deferred compensation plans, Ulysses L. Bridgeman Jr., Gregory L. Kosch, and Joseph R. Robinson and those holdings were subsequently reported on amended Form 3s; and Greg D. Carmichael failed to timely report on Form 4 the disposition of phantom stock units pursuant to a deferred compensation plan which was subsequently reported on an amended Form 4.

(Item 1 on Proxy Card)

In accordance with the Company’sour Code of Regulations, directors are elected annually to a one (1) year term expiring at the next Annual Meeting of Shareholders. The terms of the directors listed below expire at the Annual Meeting on April 18, 201717, 2018 and these individuals constitute the nominees to be elected to serve until the Annual Meeting of Shareholders in 2018. Mr. Meijer will retire from the Board at the Annual Meeting. He has generously given valuable service to the Company as a director for many years. The Board of Directors has voted to decrease the size of the Board such that no vacancies will result from this retirement.2019. Any vacancies that occur after the directors are elected may be filled by the Board of Directors in accordance with law and the Company’sour Code of Regulations for the remainder of the full term of the vacant directorship.

Director candidates are nominated by the Company’s Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee’s Chartercharter directs the Committeeit to investigate and to assess the background and skills of potential candidates and to maintain an active file of suitable candidates for directors.director candidates. The Nominating and Corporate Governance Committee utilizes its pool of existing subsidiary and regional directors as well as the significant network of business contacts of its existing directors and executive management and also retainedretains third party consultants to aid it in identifying potential director candidates. Upon identifying a candidate for serious consideration, the Company’sour Chief Executive Officer and one or more members of the Nominating and Corporate Governance Committee initially interview such candidate. If the candidate merits further consideration, the candidate subsequently interviews with other Nominating and Corporate Governance Committee members (individually or as a group), and ultimately meets the remaining directors. The Nominating and Corporate Governance Committee elicits feedback from persons who meet the candidate and then determines whether or not to nominate the candidate.

The Company’sOur Corporate Governance Guidelines set forth the following criteria for directors: independence (in order to compose a Board of Directors that has a majority of its members who are independent); highest personal and professional ethics and integrity; willingness to devote sufficient time to fulfilling duties as a director; impact on the diversity of the Board’s overall experience in business, government, education, technology, and other areas relevant to the Company’sour business; impact on the diversity of the Board’s composition in terms of age, skills, ethnicity, and other factors relevant to the Company’sour business; and number of other public company boards on which the candidate may serve (generally, a director should not serve on more than three public company boards in addition to the Company)Fifth Third). The Company’sOur Corporate Governance Guidelines provide that shareholders may propose nominees to the Nominating and Corporate Governance Committee by submitting the names and qualifications of such persons to the Nominating and Corporate Governance Committee no later than December 31 of each year. Submissions are to be addressed to the Nominating and Corporate Governance Committee at the Company’sour executive offices, which submissions will then be forwarded to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee wouldwill then evaluate the possible nominee using the criteria outlined above and wouldwill consider such person in comparison to all other candidates. The Nominating and Corporate Governance Committee is not obligated to nominate any such individual for election. No such shareholder nominations have been received by the CompanyFifth Third for this Annual Meeting. Accordingly, no rejections or refusals of such candidates have been made by the Company.Fifth Third. Shareholders may also nominate candidates directly for election by following the procedures in the Company’sour Code of Regulations. These are summarized in the “2018“2019 Shareholder Proposals” section of this proxy statement.

The Nominating and Corporate Governance Committee of the Board of Directors has nominated for election as directors the following twelve (12) persons: Nicholas K. Akins, B. Evan Bayh III, Jorge L.

Benitez, Katherine B. Blackburn, Emerson L. Brumback, Jerry W. Burris, Greg D. Carmichael, Gary R. Heminger, Jewell D. Hoover, Eileen A. Mallesch, Michael B. McCallister, and Marsha C. Williams.

ELECTION OF DIRECTORS

The following tables set forth information with respect to each director nominee for election at the Annual Meeting including their business experience, share holdingsshareholdings, and qualifications as a director of the Company.our directors. The Board of Directors has determined that all director nominees have met the independence standards of Rule 5605(a)(2) of the National Association of Securities Dealers listing standards with the exception of Mr. Carmichael.

										Shares of Company Common Stock Beneficially Owned on January 31, 2017(1)
				Name, Age and Principal Occupation During the Past Five Years		Director Since				Number(2)				Percent of Class
				NOMINEES FOR ELECTION AS DIRECTORS:
				NICHOLAS K. AKINS, 56, is the Chair, President & Chief Executive Officer of American Electric Power Company.			2013				15,845				.0021	%
				Mr. Akins’ qualifications for service as a director include business expertise as the Chief Executive Officer of a large, multi-state electric utility where he focused on local operating utilities, community involvement, government relations and regulations at the state, local, and federal levels. Mr. Akins has experience in all facets of operational, financial and compliance-related activities in a heavily regulated business and industry.
				B. EVAN BAYH III, 61, is a Partner with the law firm McGuireWoods LLP and a senior advisor to the private equity firm, Apollo Global Management. Mr. Bayh also serves on the Board of Directors of Marathon Petroleum Corporation, Berry Plastics Group, Inc., and RLJ Lodging Trust.			2011				19,981				.0027	%
				Mr. Bayh’s qualifications for service as a director include two decades of experience in government service. First as Governor of Indiana and then in the United States Senate, Mr. Bayh dealt with a variety of financial, economic and policy issues that impact a wide variety of businesses. He had supervisory authority over thousands of employees and oversaw a budget in excess of $10 billion. As a member of the Senate Banking Committee and Chair of the International Trade and Finance Subcommittee, Mr. Bayh gained perspective on issues of particular relevance to Fifth Third Bancorp.
				JORGE L. BENITEZ, 57, is the retired Chief Executive Officer of North America of Accenture and a director of World Fuel Services Corporation. Previously, from September 2006 to August 2011, Mr. Benitez served as Chief Operating Officer of Accenture’s Products Operating Group.			2015				5,522				.0007	%
				Mr. Benitez’s qualifications for service as a director include extensive experience developing and executing business strategies across a range of industries, particularly air, freight, and travel and transportation services, as well as significant executive experience running operating units within a large multinational publicly-traded corporation.

ELECTION OF DIRECTORSNominees for Election as Directors

										Shares of Company Common Stock Beneficially Owned on January 31, 2017(1)
				Name, Age and Principal Occupation During the Past Five Years		Director Since				Number(2)				Percent of Class
				KATHERINE B. BLACKBURN, 51, is the Executive Vice President of the Cincinnati Bengals, Inc.			2014				30,532				.0041	%
				Ms. Blackburn’s qualifications for service as a director include business experience in running operations for the Cincinnati Bengals professional football franchise. Her experiences have given her skills and expertise that qualify her for Board service, including her roles in player contract negotiations, oversight of the team’s management of the NFL salary cap, her service as Chair of the NFL’s Diversity Committee and Super Bowl and Events Committee, and her position as one of six trustees of the Player Retirement Benefit Board (three of whom are retired players and three of whom are NFL Club representatives), as well as her education and prior experiences as an attorney. Additionally, Ms. Blackburn brings to the Board knowledge and familiarity of the Company and the city of Cincinnati.
				EMERSON L. BRUMBACK, 65, is the retired President & Chief Operating Officer of M&T Bank and a former director of M&T Bank Corporation. He is the Vice Chair of the Board of the Great Lakes Higher Education Corporation.			2009				48,045				.0064	%
				Mr. Brumback’s qualifications for service as a director include banking expertise through his 30 years of experience in the financial services industry with several banking organizations, including the Buffalo branch of the Federal Reserve Bank of New York. He has gained valuable insight through his experience in executive positions overseeing many aspects of the banking field, including retail banking, commercial banking, banking operations, and systems. He also brings his experience as a former board member with another financial services company.
				JERRY W. BURRIS, 58, is the retired President and Chief Executive Officer of Associated Materials Group, Inc. He was also previously a director of Associated Materials and a division president with General Electric. He is a current director of Pentair PLC.			2016				1,718				.0002	%
				Mr. Burris’ qualifications for service as a director include management expertise as the President and Chief Executive Officer of Associated Manufacturing and as a division president with General Electric. Mr. Burris’s expertise includes strong technical marketing skills, a sound understanding of how to best integrate technology, rapid innovation, mergers and acquisitions, and cost and efficiency management. He also brings experience from his service on a public company board’s compensation and governance and audit committees.

ELECTION OF DIRECTORS

										Shares of Company Common Stock Beneficially Owned on January 31, 2017(1)
				Name, Age and Principal Occupation During the Past Five Years		Director Since				Number(2)				Percent of Class
				GREG D. CARMICHAEL, 55, is the Chief Executive Officer of Fifth Third Bancorp since November 2015 and President since September 2012. Previously, Mr. Carmichael was Chief Operating Officer of Fifth Third Bancorp from June 2006 to August 2015, Executive Vice President from June 2006 to September 2012, and Chief Information Officer from June 2003 to June 2006.			2015				1,009,325				.1342	%
				Mr. Carmichael’s qualifications for service as a director include valuable insight and knowledge for the Board due to his service as its Chief Executive Officer and his prior role as Chief Operating Officer. Mr. Carmichael also brings important technical expertise from his years of service as Chief Information Officer and his prior service in information technology roles with prior employers.
				GARY R. HEMINGER, 63, is the President, Chief Executive Officer and Chair of Marathon Petroleum Corporation and the Chair and Chief Executive Officer of MPLX GP LLC (the general partner of MPLX LP). MPLX LP is a consolidated master limited partnership formed by Marathon Petroleum Corporation.			2006				44,074				.0059	%
				Mr. Heminger’s qualifications for service as a director include valuable business knowledge gained from his responsibilities in overseeing all operations, performance, reporting, and financial metrics for Marathon’s refining, marketing, transportation and Speedway business. He has financial experience through his oversight of all financial data, working capital, and merger and acquisition activity.
				JEWELL D. HOOVER, 68, is a retired Senior Official with the Office of the Comptroller of the Currency and is the author of the “Ultimate Guide for Bank Directors.” Ms. Hoover is also a former director of First Charter Corporation and was a principal with the bank consulting firm of Hoover and Associates, LLC until 2014.			2009				40,439				.0054	%
				Ms. Hoover’s qualifications for service as a director include 28 years of service with the Office of the Comptroller of the Currency, including service as the Deputy Comptroller of the agency’s Western District. She also has gained valuable banking experience and knowledge as a bank consultant for corporate governance, director training, and problem bank resolution matters. Additionally, she has first-hand knowledge of the Company through her service as a director of its North Carolina affiliate and a predecessor banking organization.

ELECTION OF DIRECTORS

										Shares of Company Common Stock Beneficially Owned on January 31, 2017(1)
				Name, Age and Principal Occupation During the Past Five Years		Director Since				Number(2)				Percent of Class
				EILEEN A. MALLESCH, 61, is the retired Senior Vice President and Chief Financial Officer of Nationwide Property & Casualty Segment, Nationwide Mutual Insurance Company. She was also a Senior Vice President and Chief Financial Officer for Genworth Financial Life Insurance/Service Co. Ms. Mallesch currently serves on the Boards of Directors of Libbey, Inc., State Auto Financial Corp., and Bob Evans Farms, Inc.			2016				1,718				.0002	%
				Ms. Mallesch’s qualifications for service as a director include financial management experience from her roles as Chief Financial Officer for both Nationwide Mutual Insurance Company and Genworth Financial Life Insurance/Service Co. She has more than 25 years of broad finance and strategy experience in a variety of industries, ranging from insurance and telecommunications to consumer products and manufacturing. In addition, Ms. Mallesch brings vast knowledge in enterprise resource planning and large-scale technology integrations, strategic planning, and managing acquisitions, divestures, and risk and compliance management. She is also a Certified Public Accountant.
				MICHAEL B. MCCALLISTER, 64, is the retired Chair of the Board of Directors of Humana Inc. Previously, Mr. McCallister was the Chief Executive Officer of Humana Inc. from February 2000 until his retirement as Chief Executive Officer in December 2012. He was elected as a Humana board member in February 2000 and was Chair of the Board from August 2010 until December 2013. Mr. McCallister joined Humana in June 1974. He is also a director of AT&T Inc. and a director of Zoetis Inc.			2011				31,927				.0042	%
				Mr. McCallister’s qualifications for service as a director include 39 years of experience in the health care sector at Humana, Inc. combined with an intimate knowledge of Humana’s operational, financial, and strategic development. Beyond Humana, Mr. McCallister plays a leadership role in key business advocacy organizations. He served on the board of the Business Roundtable and is the past chair of the organization’s Health and Retirement Task Force.

ELECTION OF DIRECTORS

										Shares of Company Common Stock Beneficially Owned on January 31, 2017(1)
				Name, Age and Principal Occupation During the Past Five Years		Director Since				Number(2)				Percent of Class
				MARSHA C. WILLIAMS, 65, is the retired Senior Vice President and Chief Financial Officer of Orbitz Worldwide, Inc. from July 2007 through December 31, 2010. From 2002 to 2007, Ms. Williams served as Executive Vice President and Chief Financial Officer of Equity Office Properties Trust, the nation’s largest owner and operator of office buildings. She is also the Supervisory Director of Chicago Bridge & Iron Company N.V., the Lead Independent Director of Modine Manufacturing Company, and a director of the Davis Funds.			2008				50,420				.0067	%
				Ms. Williams’ qualifications for service as a director include her extensive experience in financial matters including 42 years in finance and her service as the Chief Financial Officer of Orbitz and Equity Office Properties Trust as well as her service on the board of directors of other publicly traded corporations and mutual funds. Ms. Williams also possesses knowledge and experience in the financial services industry through her 15 years of service with other banking organizations.
				NON-CONTINUING DIRECTOR:
				HENDRIK G. MEIJER, 65, is theCo-Chair, Chief Executive Officer, and Director of Meijer, Inc. and its affiliates, a food and general merchandise retailer with approximately 223 supercenters located in Michigan, Ohio, Indiana, Illinois, Kentucky, and Wisconsin.			2001				79,641				.0106	%
				All directors and executive officers as a Group (24 persons)							2,877,835				.3822	%

(1)

As reported to Fifth Third Bancorp by the Directors as of the date stated. Includes shares held in the name of spouses, minor children, certain relatives, trusts, estates, and certain affiliated companies as to which beneficial ownership may be disclaimed. As of January 31, 2017, none of the Company’s current executive officers or directors owned any Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock, or any Depositary Shares representing interests in Series H Preferred Stock, Series I Preferred Stock, or Series J Preferred Stock.

(2)

The amounts shown represent the total shares owned outright by such individuals together with stock appreciation rights exercisable (or exercisable within 60 days) as of January 31, 2017 but unexercised and shares of common stock underlying outstanding restricted stock units. Specifically, the following individuals have the number of stock appreciation rights exercisable (or exercisable within 60 days) of

ELECTION OF DIRECTORS

 

Shares of Company Common Stock Beneficially Owned on January 31, 2017 indicated after their names: Ms. Hoover, 500; Mr. Carmichael, 701,237. The amounts listed for stock appreciation rights represent the number2018(1)

Name, Age, and Principal Occupation During the Past Five Years

Director Since

Number(2)

Percent     of Class

Nicholas K. Akins,57 Chair, President, & Chief Executive Officer of American Electric Power Company

2013

21,489

.0031%

Mr. Akins’ qualifications for service as a director include business expertise as the Chief Executive Officer of a large, multi-state electric utility where he focuses on local operating utilities, community involvement, government relations, and regulations at the state, local, and federal levels. Mr. Akins has experience in all facets of operational, financial, and compliance-related activities in a heavily regulated business and industry.

Name, Age, and Principal Occupation During the Past Five Years

Director Since

Number(2)

Percent     of Class

B. Evan Bayh III,62 Partner with the law firm McGuireWoods LLP; Senior Advisor to the private equity firm, Apollo Global Management; Board of Directors for Marathon Petroleum Corporation, Berry Plastics Group, Inc., and RLJ Lodging Trust. Previously, Mr. Bayh served as Governor of Indiana and as a United States Senator.

2011

19,981

.0029%

Mr. Bayh’s qualifications for service as a director include two decades of experience in government service. First as Governor of Indiana and then in the United States Senate, Mr. Bayh dealt with a variety of financial, economic, and policy issues that impact a wide variety of businesses. He had supervisory authority over thousands of employees and oversaw a budget in excess of $10 billion. As a member of the Senate Banking Committee and Chair of the International Trade and Finance Subcommittee, Mr. Bayh gained perspective on issues of particular relevance to Fifth Third Bancorp.

12		Fifth Third Bancorp | 2018 Proxy Statement

the stock’s appreciation over the grant price at the time of exercise. The aggregate number of stock appreciation rights currently exercisable (or exercisable within 60 days) but unexercised held by the executive officers who are not also directors or nominees is 528,188. Directors owned the following number of restricted stock units as of January 31, 2018: Nicholas K. Akins, 21,490; B. Evan Bayh III, 20,611; Jorge L. Benitez, 10,728; Katherine B. Blackburn, 16,602; Emerson L. Brumback, 20,611; Jerry W. Burris, 7,045; Greg D. Carmichael, 260,112; Gary R. Heminger, 20,611; Jewell D. Hoover, 20,611; Eileen A. Mallesch, 7,045; Michael B. McCallister, 21,490; and Marsha C. Williams, 25,423. Some directors have deferred receipt of the common stock underlying certain of their restricted stock units: B. Evan Bayh III, 15,988; Jerry W. Burris, 5,289, Gary R. Heminger, 15,988; Jewell D. Hoover, 5,522; and Marsha C. Williams, 25,423. All directors and executive officers as a group own 942,635 restricted stock units. 303,010 of these restricted stock units are subject to vesting within 60 days of January 31, 2018.

VOTE REQUIREDVote Required

Under Ohio law and the Company’sour Articles of Incorporation and Code of Regulations, as long as cumulative voting is not in effect, in an uncontested election of directors (i.e., an election where the number of candidates nominated for election to the Board of Directors equals the number of directors to be elected), each person receiving a greater number of votes “for” his or her election than votes “against” his or her election will be elected as a director. In the event of a contested election or if cumulative voting is in effect, the twelve nominees receiving the greatest number of votes “for” their election shall be elected. The Company hasWe have also adopted provisions of itsour Corporate Governance Guidelines stating that, as long as cumulative voting is not in effect, in an uncontested election of directors, any nominee for director who receives a greater number of votes “against” his or her election than votes “for” his or her election will promptly tender his or her resignation to the Chair of the Board following certification of the shareholder vote. The Nominating and Corporate Governance Committee will promptly consider the tendered resignation and will recommend to the Board whether to accept or reject the tendered resignation no later than 60 days following the date of the shareholders’ meeting at which the election occurred. In considering whether to accept or reject the tendered resignation, the Nominating and Corporate Governance Committee will consider factors deemed relevant by the Committeeits members including, without limitation, the director’s length of service, the director’s particular qualifications and contributions to Fifth Third, the reasons underlying the majority against“against” vote (if known) and whether these reasons can be cured, and compliance with stock exchange listing standards and the Corporate Governance Guidelines. The Board will act on the Nominating and Corporate Governance Committee’s recommendation no later than 90 days following the date of the shareholders’ meeting at which the election occurred. In considering the Nominating and Corporate Governance Committee’s recommendation, the Board will consider the factors considered by that committeethe Nominating and Corporate Governance Committee and such additional information and factors the Board believes to be relevant.

If any nominee(s) shall be unable to serve, which is not now contemplated, the proxies will be voted for such substitute nominee(s) as the Nominating and Corporate Governance Committee of the Board of Directors recommends. Proxies in the form solicited hereby which are returned to the Companyus and not revoked will be voted in favor of the twelve (12) nominees specified above unless otherwise instructed by the shareholder. Abstentions and shares not voted by brokers or other entities holding shares on behalf of beneficial owners will not be counted and will have no effect on the outcome of the election in accordance with Ohio law and the Company’sour Articles of Incorporation and Code of Regulations.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE

OF THE CANDIDATES FOR DIRECTOR NAMED ABOVE.

BOARD OF DIRECTORS, ITS COMMITTEES, MEETINGS AND FUNCTIONS

Our Board of Directors of the Company met twelve (12)eleven (11) times during 2016. The Company’s2017. Our Board of Directors also regularly holds executive sessions of those members of the Board of Directors who meet the then current standards of independence. TheIn 2017, the chair at these executive sessions iswas the Chair of the Company’s Board of Directors. In 2018, following the election of Mr. Carmichael as Chair of the Board of Directors, executive sessions of members of the Board who meet the current standards of independence will be led by the Lead Director.

No current member of theour Board of Directors of the Company attended less than 75% of the aggregate meetings of the Board of Directors and all committees on which such director served during 2016.2017.

Neither the Board nor the Nominating and Corporate Governance Committee has implemented a formal policy regarding director attendance at the Annual Meeting; however, the Board typically holds a Board meeting directly following the Annual Meeting. In 2016,2017, all directors except Mr. McCallister,Ms. Blackburn attended the Annual Meeting.

During 2016,2017, there were six (6)five (5) committees of the Board of Directors: Audit, Human Capital and Compensation, Finance, Nominating and Corporate Governance, Regulatory Oversight, and Risk and Compliance.

TheOur Audit Committee of the Company was established in accordance with Section 3(a)(58)(A) of the Exchange Act and serves in a dual capacity as the Audit Committee of the CompanyFifth Third Bancorp and Fifth Third Bank. Twelve (12) meetings of thisthe Audit Committee were held during 2016. This2017. The Audit Committee’s functions include the engagement of the independent external audit firm, reviewing with that firm the plans and results of the audit engagement of the Company, approving the annual audit plan and reviewing the results of the procedures for internal auditing, reviewing the independence of the independent external audit firm, reviewing the Company’sour financial results and periodic SEC filings, reviewing the design and effectiveness of the Company’sour internal controls and similar functions, and approving all auditing andnon-auditing services performed by itsour independent external audit firm. Another function of the Audit Committee is to carry out the statutory requirements of a bank audit committee as prescribed under applicable law. The Audit Committee also oversees the administration of Fifth Third’s Code of Business Conduct and Ethics and considers any material waivers thereto. The Audit Committee members for 20162017 were Emerson L. Brumback (Chair), Katherine B. Blackburn, Jewell D. Hoover, and Marsha C. Williams. Jerry W. Burris, also served onand Jewell D. Hoover. Marsha C. Williams was a member of the Audit Committee beginning in December 2016.from January through April 2017. All members of the Audit Committee met the independence standards of Rule 5605(a)(2) and the audit committee qualifications of Rule 4350(d)(2) of the National Association of Securities Dealers listing standards. The Board of Directors has determined that Emerson L. Brumback and Marsha C. Williams areis an audit committee financial expertsexpert for the CompanyFifth Third Bancorp and areis independent as described in the preceding sentence. The Board of Directors has adopted a written charter for the Audit Committee, which may be found in the Corporate Governance section of the Company’sour website at www.53.com. The formal report of the Audit Committee with respect to the year 20162017 is on page 6366 herein.

TheOur Finance Committee of the Company serves in a dual capacity as the Finance Committee of the CompanyFifth Third Bancorp and Fifth Third Bank. The Finance Committee met six (6) times in 2016. This2017. The Finance Committee exercises, during the intervals between the meetings of the Board of Directors, all the powers of the Board of Directors of the CompanyFifth Third Bancorp and Fifth Third Bank in the management of the business, properties, and affairs of the Company and Fifth Third Bankboth entities that may be permissibly exercised by a committee thereof. The Finance Committee consisted

of Gary R. Heminger (Chair), Nicholas K. Akins, Emerson L. Brumback, Jewell D. Hoover, Michael B. McCallister, and Marsha C. Williams. Former Directors James P. Hackett and Kevin Kabat also served on the Finance Committee from January through April 2016. The Board of Directors has adopted a Finance Committee charter which may be found in the Corporate Governance section of the Company’sour website at www.53.com.

The Company has aOur Human Capital and Compensation Committee is comprised entirely of independent directors. The Human Capital and Compensation Committee met six (6)seven (7) times during 2016.2017. Executive compensation and equity plan allocations are determined by this Committee of the Board of Directors. In 2016,2017, the Human Capital and Compensation Committee consisted of Michael B. McCallister (Chair), Nicholas K.

BOARD OF DIRECTORS, ITS COMMITTEES, MEETINGS AND FUNCTIONS

Akins, Gary R. Heminger, and Eileen A. Mallesch. Former Director Hendrik G. Meijer.Meijer also served on the Human Capital and Compensation Committee from January through April 2017. The Board of Directors has adopted a Human Capital and Compensation Committee charter which may be found in the Corporate Governance section of the Company’sour website at www.53.com. The formal report of the Human Capital and Compensation Committee with respect to 20162017 compensation is on page 4751 herein.

The Company has aOur Nominating and Corporate Governance Committee is comprised entirely of independent directors. The Nominating and Corporate Governance Committee met four (4) times during 2016. This2017. The Nominating and Corporate Governance Committee develops and recommends to the Board corporate governance policies and guidelines for the Company and for the identification and nomination of director and committee member candidates and nominates directors for election to the Board and appointment to committee membership. In 2016,2017, the Nominating and Corporate Governance Committee consisted of Nicholas K. Akins (Chair), B. Evan Bayh III, Jorge L. Benitez, Katherine B. Blackburn, Gary R. Heminger and Marsha CC. Williams. Former Director Ulysses L. Bridgeman, Jr. also served on the Nominating and Corporate Governance Committee from January through April 2016. The Board of Directors has adopted a Nominating and Corporate Governance Committee charter which may be found in the Corporate Governance section of the Company’sour website at www.53.com.

The Company’sOur Risk and Compliance Committee serves in a dual capacity as the Risk and Compliance Committee of the CompanyBancorp and the Bank. The Risk and Compliance Committee met twelve (12)ten (10) times in 2016. This2017. The Risk and Compliance Committee is responsible for the risk management policies of the Company’sFifth Third’s global operation and oversight of its global risk management framework.framework, including processes for identifying, assessing, managing, monitoring, and reporting risks of all types, including the categories of credit risk, market risk, liquidity risk, operational risk (including cyber security risk), regulatory compliance risk, legal risk, reputational risk, and strategic risk. The Risk and Compliance Committee consisted of five independent directors: Jewell D. Hoover (Chair), B. Evan Bayh III, Jorge L. Benitez, Jerry W. Burris, and Eileen A. Mallesch. Marsha C. Williams and former director Hendrik G. Meijer and Marsha C. Williams. Eileen A. Mallesch also served on the Risk and Compliance Committee beginning in December 2016.from January through April 2017. The Board of Directors has adopted a Risk and Compliance Committee charter which may be found in the Corporate Governance section of the Company’sour website at www.53.com.

The Company had a Regulatory Oversight Committee. In December 2016, the Board of Directors approved the dissolution of the Regulatory Oversight Committee upon completion of regulatory alignment, which occurred in the first quarter of 2017. Upon dissolution of the Regulatory Oversight Committee, the charter of the Risk and Compliance Committee was amended to include certain responsibilities previously held by the Regulatory Oversight Committee. In 2016, the Regulatory Oversight Committee of the Company was comprised entirely of independent directors and served in a dual capacity as the Regulatory Oversight Committee of the Company and Fifth Third Bank. The Regulatory Oversight Committee met six (6) times in 2016. This Committee oversaw the Company’s supervisory issues and enforcement and the Company’s efforts to remediate them. It consisted of Marsha C. Williams (Chair), Nicholas K. Akins, Katherine B. Blackburn, Emerson L. Brumback, and Jewell D. Hoover. The Board of Directors adopted a Regulatory Oversight Committee charter which was available in the Corporate Governance section of the Company’s website at www.53.com before the dissolution of the Committee.

The Board of Directors has adopted the Fifth Third Bancorp Corporate Governance Guidelines which may be found in the Corporate Governance section of the Company’sour website at www.53.com. The Board of Directors has also adopted the Fifth Third Bancorp Code of Business Conduct and Ethics which applies to the Company’sour directors; its Chief Executive Officer, Chief Financial Officer, and Controller; and itsour other employeesemployees. The Code of Business Conduct and Ethics may also be found in the Corporate Governance section of the Company’sour website at www.53.com.

BOARD LEADERSHIPBoard Leadership.

The Board believes that the Company’sour shareholders are best served by a Board that has the flexibility to establish a leadership structure that fits theour needs of the Company at any particular point in time. Accordingly, under the Company’sour Code of Regulations and Corporate Governance Guidelines, the Board of Directors has the authority to combine or separate the positions of Chair and Chief Executive Officer as well as determine whether, if the positions are separated, the Chair is an affiliated director or an independent director.

Currently, the same person does not serve as the Company’sThe Board’s Chair is currently Fifth Third’s Chief Executive Officer and Board Chair. The Company’sits former Chair, Marsha C. Williams, is anon-executive director.the Lead Independent Director. The Board believes that this leadership structure is appropriate at this time given the current timecontributions Mr. Carmichael has given to date in order to allow the Chairhis role as CEO and his ability to provide supportstrategic and guidanceoperational leadership. The Board determined that leadership by our CEO coupled with our strong Lead Independent Director, experienced Committee Chairs, and our other well-qualified directors, all of whom are independent, will allow Fifth Third to grow and meet the Chief Executive Officer while also allowing the Board to have a separate director handle governance matters and coordinate meetings of independent directors. These decisions were based, in part, on the qualifications of the Chair who has 42 years of experience in finance including her service as the Chief Financial Officer of Orbitz and Equity Office Properties Trust as well as her service with other banking organizations.

From time to time, the Board may consider combining the role of Chair and Chief Executive Officer or utilizing a Lead Director. These decisions will be dependent on themake-up of the Board at that timechallenges facing it and the availabilityindustry.

Under our Code of Regulations and willingness of candidates for Chair and/orCorporate Governance Guidelines, our Lead Independent Director who meet any expertise and experience criteria and qualifications identified by the Board, as well as other factors.will:

RISK MANAGEMENT OVERSIGHT

The role

Risk Management Oversight.The role of the Board of Directors is to provide oversight to ensure an effective enterprise risk management program is in place, including an appropriate enterprise risk management framework and related governance structure. The Board sets our overall risk appetite, including the establishment and monitoring of risk tolerances. The formulation of risk appetite considers our operating capacity, which is represented by its available financial resources, defined as Tier 1 Capital less our largest capital buffer (Common Equity Tier 1 Capital Policy Target less the Basel III Buffered Common Equity Tier 1 Minimum), that sets an absolute limit on risk assumption in our annual financial and strategic plans. Our risk appetite is limited by policy to a maximum of 95 percent of operating capacity. Tolerances are the maximum amount of risk applicable to each of the eight specific risk categories included in the enterprise risk management framework. Through their oversight role, directors ensure that the risk management processes designed and implemented under this framework and governance structure are aligned to the Board’s corporate strategy and are functioning as directed. The Board also considers the optimal organizational structure at both the Board and management levels. This may include delegating responsibility through Board committees, management committees, the Chief Executive Officer, and the Chief Risk Officer.

Risk management oversight and governance is provided primarily by the Risk and Compliance Committee of the Board of Directors and through the Enterprise Risk Management Committee, a management committee that reports to it. The Enterprise Risk Management Committee is supported by several management committees whose membership includes a broad cross-section of line of business and support representatives. The Risk and Compliance Committee of the Board of Directors currently consists of five outside directors and has responsibility for the oversight of our risk management, as well as ensuring that risks are properly controlled, quantified, and within our risk appetite.

The primary purpose of the Risk and Compliance Committee is responsibility for the risk management policies of our global operation and oversight of its global risk management framework.

The Risk and Compliance Committee charter outlines more specific responsibilities under all categories of risk. The Chief Risk Officer has a direct reporting relationship to the Chief Executive Officer and the Risk and Compliance Committee and has regular executive sessions with the Risk and Compliance Committee without other members of management present. In addition, the Director of Credit Risk Review reports directly to the Risk and Compliance Committee.

Communication with the Board. Shareholders may communicate directly to the Board of Directors in writing by sending a letter to the Board at: Fifth Third Bancorp Board of Directors, c/o Fifth Third Legal Department, Office of the Corporate Secretary, 38 Fountain Square Plaza, MD 10909F, Cincinnati, OH 45263. All communications directed to the Board of Directors will be received and processed by the Fifth Third Legal Department and will be transmitted to the Nominating and Corporate Governance Committee.

The Audit Committee has also established Fifth Third’s EthicsLine, a toll-free hotline through which confidential complaints may be made regarding: illegal or fraudulent activity; questionable accounting, internal controls or auditing matters; conflicts of interest, dishonest or unethical conduct; disclosures in the Company’s SEC reports, bank regulatory filings, and other public disclosures that are not full, fair, accurate, timely, and understandable; violations of the Company’s Code of Business Conduct and Ethics; and/or any other violations of laws, rules, or regulations. The contact information for the EthicsLine is available in the Company’s Code of Business Conduct and Ethics, which is available at the Company’s website. Complaints submitted through this process are presented to the Audit Committee on a regular, periodic basis.

SHAREHOLDER COMMUNICATION WITH INVESTOR RELATIONS DEPARTMENT

Shareholders who wish to speak to a Fifth Third representative regarding their investment in Fifth Third may communicate directly with Fifth Third’s Ethics Line, a toll-free hotline and web portal through which confidential complaints may be made regarding: illegal or fraudulent activity; questionable accounting, internal controls or auditing matters; conflicts of interest, dishonest or unethical conduct, including incentive gaming; disclosures in the Company’s SEC reports, bank regulatory filings, and other public disclosures that are not full, fair, accurate, timely, and understandable; violations of our Code of Business Conduct and Ethics; and/or any other violations of laws, rules, or regulations. The contact information for the Ethics Line is available in the Code of Business Conduct and Ethics, which is available at our website. Complaints submitted through this process are presented to the Audit Committee on a regular, periodic basis.

Shareholder Communication with Investor Relations Department.Shareholders who wish to speak to a Fifth Third representative regarding their investment in Fifth Third may communicate directly with our Investor Relations Department by calling866-670-0468. In addition, shareholders may communicate in writing directly with the Investor Relations Department by sending a letter to 38 Fountain Square Plaza, MD 1090QC, Cincinnati, OH 45263 or by emailing ir@53.com. Shareholders can also view information and request documents from the Investor Relations page of Fifth Third’s website at www.53.com.

In 2017, the director compensation program was revised to eliminate per meeting fees in favor of an annual retainer system. The following table illustrates the 2017 compensation structure fornon-employee directors. In addition to the compensation described below,non-employee directors are reimbursed for reasonableout-of-pocket expenses incurred for travel and attendance related to meetings of the Board of Directors or its committees. To the extent available, directors may travel on corporate aircraft for board or committee meetings where their attendance is expected.Non-employee directors are not authorized to use corporate aircraft for their personal use. Employee directors receive no compensation for their Board service.

(1) Payments are made in arrears on a quarterly basis each January, April, July, and October, with the exception of restricted stock units (“RSUs”) which are granted on the annual meeting date.

(2) All long term incentive (“LTI”) compensation granted to the Board of Directors vests on the Board service end date unless deferral instructions are received prior to the year the grant is made.

The Company’s 2017 Incentive Compensation Plan provides that the Human Capital and Compensation Committee has full authority to provide equity-based or other incentive awards tonon-employee directors. Equity-based awards shown in the table on the following page were granted under the 2017 Incentive Compensation Plan. In 2017, the Company had a stock ownership guideline for its directors of shares having a value equal to at least $300,000. Directors have five years from their election date to meet this requirement.

Pursuant to the Fifth Third Bancorp Unfunded Deferred Compensation Plan forNon-Employee Directors, directors may annually elect to defer fromone-half to all of their cash compensation. The deferred funds receive earnings based on the mutual fund(s) elected by each director. The directors do not receive any above-market or preferential earnings. Prior to June 23, 2017, directors had the option to defer contributions into Fifth Third stock; that option was discontinued for future contributions effective June 23, 2017.

The following table summarizes the compensation earned by or awarded to eachnon-employee director who served on the Board of Directors during 2017. The amounts listed in the Stock Awards column represent a restricted stock unit award that vests once service as a director ends. The award relates to the fiscal year in which it was granted. Directors did not receive any Option Awards orNon-Equity Incentive Plan Compensation in 2017.