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): July 17, 2020
FIFTH THIRD BANCORP
(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:
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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 |
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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 |
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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. |
(d) On July 17, 2020, the Board of Directors of Fifth Third Bancorp appointed Linda W. Clement-Holmes as a Director. The Board of Directors also increased the size of the Board to fifteen Directors and appointed Ms. Clement-Holmes to fill the vacancy created by the increase. In addition, Ms. Clement-Holmes will serve on the Bancorp’s Technology Committee. A copy of the related press release is attached as Exhibit 99.1 hereto.
Ms. Clement-Holmes will receive compensation as a Director under Fifth Third’s Director Pay Program as disclosed in the Registrant’s definitive Proxy Statement filed with the Securities and Exchange Commission on March 4, 2020.
| Item 9.01 | Financial Statements and Exhibits. |
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.
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| | | | FIFTH THIRD BANCORP |
| | | | (Registrant) |
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July 20, 2020 | | | | By: | | /s/ SUSAN B. ZAUNBRECHER |
| | | | | | Susan B. Zaunbrecher |
| | | | | | Executive Vice President, Chief Legal Officer & Corporate Secretary |
