Fifth Third Bancorp (FITB) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM8-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 14, 2015

FIFTH THIRD BANCORP

(Exact Name of Registrant as Specified in Its Charter)

OHIO

(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	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 (seeGeneral 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))

Item 5.07 Submission of Matters to a Vote of Security Holders

On April 14, 2015, Fifth Third Bancorp held its Annual Meeting of Shareholders for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders voted on the following proposals stated in the Proxy Statement dated March 5, 2015, which is incorporated by reference herein.

The proposals voted on and approved or disapproved by the shareholders at the Annual Meeting were as follows:

1. Election of all members of the Board of Directors to serve until the Annual Meeting of Shareholders in 2016:

	Number of Common Shares
	For		Against		Abstain		Broker Non-Vote
Nicholas K. Akins		611,033,244		2,538,976		853,470		82,494,205
B. Evan Bayh III		598,624,849		14,741,700		1,059,135		82,494,211
Katherine B. Blackburn		610,006,308		3,577,475		841,905		82,494,207
Ulysses L. Bridgeman, Jr.		610,302,450		3,252,800		870,438		82,494,207
Emerson L. Brumback		610,905,951		2,686,385		833,354		82,494,205
James P. Hackett		608,017,309		5,548,103		860,276		82,494,207
Gary R. Heminger		543,826,501		69,734,475		864,710		82,494,209
Jewell D. Hoover		610,283,841		3,306,855		834,993		82,494,206
Kevin T. Kabat		609,862,458		3,688,107		875,122		82,494,208
Michael B. McCallister		611,026,462		2,527,093		872,135		82,494,205
Hendrik G. Meijer		606,948,351		6,620,254		857,083		82,494,207
Marsha C. Williams		610,123,757		3,425,487		876,441		82,494,210

2. Approval of the appointment of the firm of Deloitte & Touche LLP to serve as the independent external audit firm for Fifth Third Bancorp for the year 2015 was approved by a vote of the common shareholders of 688,723,238 for, 7,291,956 against, and 904,701 abstain, with no broker non-votes.

3. The advisory vote on executive compensation was approved by a vote of the common shareholders of 578,313,718 for, 32,761,260 against, and 3,349,550 abstain, with 82,495,367 broker non-votes.

4. In the advisory vote to determine whether the shareholder vote on the compensation of executives will occur every 1, 2, or 3 years, every 1 year was approved by a vote of the common shareholders of 587,842,337 for every 1 year, 4,739,482 for every 2 years, and 20,291,602 for every 3 years, and 1,551,220 abstain, with 82,495,254 broker non-votes.

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)
April 17, 2015	/s/ MARY E. TUUK
	Mary E. Tuuk
	Executive Vice President of Corporate Services and Board Secretary