Fifth Third Bancorp (FITB) 8-K Departure of Directors or Certain Officers

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 16, 2019

(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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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 pages80-92 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 FormS-8 Registration Statement filed on April 16, 2019 (Registration StatementNo. 333-230900), and is incorporated by reference as Exhibit 10.1 to this Current Report onForm 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 Non-Vote
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 brokernon-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 brokernon-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 brokernon-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 brokernon-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 brokernon-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 FormS-8 Registration Statement filed on April 16, 2019 (Registration Statement No. 333-230900).

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 16, 2019	By:	/s/ SUSAN B. ZAUNBRECHER
		Susan B. Zaunbrecher
		Executive Vice President, Chief Legal
		Officer & Corporate Secretary