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): June 13, 2022
(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. ☐
FORWARD-LOOKING STATEMENTS
This report contains statements that we believe are “forward-looking statements�� within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. These statements relate to our financial condition, results of operations, plans, objectives, future performance, capital actions or business. They usually can be identified by the use of forward-looking language such as “will likely result,” “may,” “are expected to,” “is anticipated,” “potential,” “estimate,” “forecast,” “projected,” “intends to,” or may include other similar words or phrases such as “believes,” “plans,” “trend,” “objective,” “continue,” “remain,” or similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” or similar verbs. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including but not limited to the risk factors set forth in our most recent Annual Report on Form 10-K as updated by our filings with the U.S. Securities and Exchange Commission (the “SEC”). When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements we may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to us. We undertake no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this document.
There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) effects of the global COVID-19 pandemic; (2) deteriorating credit quality; (3) loan concentration by location or industry of borrowers or collateral; (4) problems encountered by other financial institutions; (5) inadequate sources of funding or liquidity; (6) unfavorable actions of rating agencies; (7) inability to maintain or grow deposits; (8) limitations on the ability to receive
dividends from subsidiaries; (9) cyber-security risks; (10) Fifth Third’s ability to secure confidential information and deliver products and services through the use of computer systems and telecommunications networks; (11) failures by third-party service providers; (12) inability to manage strategic initiatives and/or organizational changes; (13) inability to implement technology system enhancements; (14) failure of internal controls and other risk management systems; (15) losses related to fraud, theft, misappropriation or violence; (16) inability to attract and retain skilled personnel; (17) adverse impacts of government regulation; (18) governmental or regulatory changes or other actions; (19) failures to meet applicable capital requirements; (20) regulatory objections to Fifth Third’s capital plan; (21) regulation of Fifth Third’s derivatives activities; (22) deposit insurance premiums; (23) assessments for the orderly liquidation fund; (24) replacement of LIBOR; (25) weakness in the national or local economies; (26) global political and economic uncertainty or negative actions; (27) changes in interest rates; (28) changes and trends in capital markets; (29) fluctuation of Fifth Third’s stock price; (30) volatility in mortgage banking revenue; (31) litigation, investigations, and enforcement proceedings by governmental authorities; (32) breaches of contractual covenants, representations and warranties; (33) competition and changes in the financial services industry; (34) changing retail distribution strategies, customer preferences and behavior; (35) difficulties in identifying, acquiring or integrating suitable strategic partnerships, investments or acquisitions; (36) potential dilution from future acquisitions; (37) loss of income and/or difficulties encountered in the sale and separation of businesses, investments or other assets; (38) results of investments or acquired entities; (39) changes in accounting standards or interpretation or declines in the value of Fifth Third’s goodwill or other intangible assets; (40) inaccuracies or other failures from the use of models; (41) effects of critical accounting policies and judgments or the use of inaccurate estimates; (42) weather-related events, other natural disasters, or health emergencies (including pandemics); (43) the impact of reputational risk created by these or other developments on such matters as business generation and retention, funding and liquidity; (44) changes in law or requirements imposed by Fifth Third’s regulators impacting our capital actions, including dividend payments and stock repurchases; and (45) Fifth Third’s ability to meet its sustainability targets, goals and commitments.
We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as may be required by law, and we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The information contained herein is intended to be reviewed in its totality, and any stipulations, conditions or provisos that apply to a given piece of information in one part of this report should be read as applying mutatis mutandis to every other instance of such information appearing herein.
You should refer to our periodic and current reports filed with the SEC for further information on other factors, which could cause actual results to be significantly different from those expressed or implied by these forward-looking statements.
Unless otherwise mentioned or unless the context requires otherwise, all references to “Fifth Third,” “we,” “us,” “our” or similar references mean Fifth Third Bancorp and its subsidiaries.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with the previously reported plan of succession announced by Fifth Third Bancorp’s Board of Directors, Timothy N. Spence will become the new Chief Executive Officer of Fifth Third Bancorp and Fifth Third Bank, National Association effective July 5, 2022. Mr. Spence currently serves as President of Fifth Third Bancorp and Executive Vice President of Fifth Third Bank, National Association. Mr. Spence will succeed Greg D. Carmichael as Chief Executive Officer. Upon his retirement as Chief
Executive Officer effective July 5, 2022, Mr. Carmichael will become the Executive Chairman of the Boards of Directors of Fifth Third Bancorp and Fifth Third Bank, National Association.
Additionally, on June 13, 2022, Mr. Spence was elected as a Director of Fifth Third Bancorp and Fifth Third Bank, National Association effective July 5, 2022. These Boards have not yet determined any committees to which Mr. Spence would be appointed. Mr. Spence has served as President of Fifth Third Bancorp since October 2020. Previously, Mr. Spence was Executive Vice President and Head of Consumer Bank, Payments, and Strategy of the Bancorp from August 2018 to October 2020, Head of Payments, Strategy and Digital Solutions from 2017 to 2020, and Chief Strategy Officer of the Bancorp from September 2015 to October 2020. He also previously served as a senior partner in the Financial Services practice at Oliver Wyman since 2006, a global strategy and risk management consulting firm.
In recognition of additional duties being assumed by Mr. Spence as Chief Executive Officer, the Board of Directors approved an increase in Mr. Spence's base salary to $1,000,000, effective July 5, 2022 along with an increase in his target variable compensation (annual incentive) award for 2022 (assuming on-plan performance) to $1.75 million and his target long-term equity incentive award for 2022 (to be awarded in 2023) to $5 million. The actual amounts, if any, of his variable compensation award and long-term equity incentive award for 2022 will be determined by the Human Capital and Compensation Committee of the Board of Directors in 2023 taking into consideration 2022 performance. Mr. Spence's salary and variable compensation award target will be prorated based on the July 5, 2022 effective date. The Human Capital and Compensation Committee also approved a grant to Mr. Spence of $3 million in long-term equity-based compensation. The awards will be made effective July 5, 2022 and will be comprised of 50% in Performance Shares, 35% in Restricted Stock Units, and 15% in Stock Appreciation Rights. The exact number of Performance Shares, Restricted Stock Units and Stock Appreciation Rights will be determined using the closing stock price of Fifth Third Bancorp common stock on July 5, 2022. Accordingly these awards will be reported on a Form 4 to be filed with the United States Securities Exchange Commission within two business days of July 5, 2022.
Additional information regarding Mr. Spence, Mr. Carmichael, their compensation and Fifth Third Bancorp’s compensation plans and programs is contained in Fifth Third Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2021 and its definitive proxy statement filed with the Securities Exchange Commission on March 1, 2022.
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)
June 17, 2022 By: /s/ JAMES C. LEONARD
James C. Leonard
Executive Vice President and Chief
Financial Officer