false0000035527Fifth Third BancorpDepositary Shares Representing a 1/1000th Ownership Interest in a Share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock00000355272022-04-122022-04-120000035527us-gaap:CommonStockMember2022-04-122022-04-120000035527fitb:DepositarySharesRepresentingA11000thOwnershipInterestInAShareOf6.625FixedToFloatingRateNotCumulativePerpetualPreferredStockSeriesI2Member2022-04-122022-04-120000035527fitb:DepositarySharesRepresentingA140thOwnershipInterestInAShareOf6.00NotCumulativePerpetualClassBPreferredStockSeriesAMember2022-04-122022-04-120000035527fitb:DepositarySharesRepresentingA11000thOwnershipInterestInAShareOf4.95NotCumulativePerpetualPreferredStockSeriesKMember2022-04-122022-04-12
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): April 12, 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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 12, 2022, 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 2023:
Number of Votes of Common Shares and Series A, Class B Preferred Stock Voting Together as a Class (the “Preferred Shareholders”)
Votes For
Votes Against
Abstain
Broker
Non-Vote
Nicholas K. Akins
491,195,137
49,753,163
608,287
70,165,233
B. Evan Bayh III
520,525,184
20,455,542
575,861
70,165,233
Jorge L. Benitez
535,850,149
5,105,351
601,087
70,165,233
Katherine B. Blackburn
534,322,453
6,669,240
564,894
70,165,233
Emerson L. Brumback
524,124,367
16,764,435
667,785
70,165,233
Greg D. Carmichael
510,810,647
27,767,072
2,978,868
70,165,233
Linda W. Clement-Holmes
538,653,202
2,299,217
604,168
70,165,233
C. Bryan Daniels
539,217,784
1,690,705
648,098
70,165,233
Mitchell S. Feiger
531,408,176
9,485,105
663,306
70,165,233
Thomas H. Harvey
534,607,906
6,406,350
542,331
70,165,233
Gary R. Heminger
523,764,817
17,098,565
693,205
70,165,233
Jewell D. Hoover
526,410,972
14,531,895
613,720
70,165,233
Eileen A. Mallesch
536,802,728
4,139,650
614,209
70,165,233
Michael B. McCallister
501,785,215
39,147,122
624,250
70,165,233
Marsha C. Williams
489,739,371
51,303,310
513,906
70,165,233
2. The ratification and appointment of the firm of Deloitte & Touche LLP to serve as the independent external audit firm for Fifth Third Bancorp for the year 2022 was approved by a vote of the common shareholders and the Preferred Shareholders of 590,757,201 votes for, 20,533,388 votes against, and 431,231 abstain, with no broker non-votes.
3. Executive compensation was approved by an advisory vote of the common shareholders and the Preferred Shareholders of 514,397,067 votes for, 26,011,765 votes against, and 1,147,755 abstain, with 70,165,233 broker non-votes.
4. The proposal to amend the Fifth Third Bancorp Code of Regulations to establish exclusive jurisdiction of federal courts for actions brought under the Securities Act of 1933, as amended, was approved by a vote of the common shareholders and the Preferred Shareholders of 483,398,403 votes for, 57,210,437 votes against, and 947,747 abstain, with 70,165,233 broker non-votes.
Item 8.01 Other Events
The Board of Directors has elected Nicholas K. Akins as the Lead Independent Director of the Board of Directors.Mr. Akins replaces Marsha C. Williams in this role.
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.
