Form 8-K














Date of report (Date of earliest event reported): April 18, 2017





(Exact Name of Registrant as Specified in Its Charter)




(State or Other Jurisdiction

of Incorporation)


001-33653   31-0854434


File Number)


(IRS Employer

Identification No.)


Fifth Third Center

38 Fountain Square Plaza, Cincinnati, Ohio

(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))

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.

(e) As described in Item 5.07 below, Fifth Third’s shareholders approved the adoption of the Fifth Third Bancorp 2017 Incentive Compensation Plan (the “Plan”) at the annual meeting of shareholders on April 18, 2017. The Plan was adopted by Fifth Third’s Board of Directors on February 28, 2017, subject to shareholder approval. Now that shareholder approval has been obtained, the Plan is effective as of April 18, 2017. Subject to adjustment in certain circumstances, the Plan authorizes up to 17.5 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 pages 68-80 of Fifth Third’s definitive proxy statement for its 2017 annual meeting of shareholders which was filed with the SEC on March 9, 2017. That summary is incorporated herein by reference. A copy of the Plan was included as Annex A to the proxy statement, and is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders

On April 18, 2017, 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 9, 2017, 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 2018:


     Number of Common Shares  
     For      Against      Abstain     




Nicholas K. Akins

     578,615,862        2,914,957        733,554        73,316,709  

B. Evan Bayh III

     575,710,553        5,661,901        891,918        73,316,710  

Jorge L. Benitez

     579,301,124        2,241,036        722,212        73,316,710  

Katherine B. Blackburn

     578,973,573        2,557,301        733,503        73,316,705  

Emerson L. Brumback

     579,344,434        2,176,981        742,956        73,316,711  

Jerry W. Burris

     579,176,331        2,305,649        782,394        73,316,708  

Greg D. Carmichael

     578,734,989        2,773,687        755,699        73,316,707  

Gary R. Heminger

     532,036,742        49,480,843        746,790        73,316,707  

Jewell D. Hoover

     573,288,609        8,219,041        756,723        73,316,709  

Eileen A. Mallesch

     577,588,868        3,998,116        677,390        73,316,708  

Michael B. McCallister

     578,305,385        3,199,672        759,318        73,316,707  

Marsha C. Williams

     570,755,619        10,759,393        749,364        73,316,706  

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 2017 was approved by a vote of the common shareholders of 628,254,332 for, 26,555,690 against, and 771,060 abstain, with no broker non-votes.

3. The advisory vote on executive compensation was approved by a vote of the common shareholders of 545,516,826 for, 35,000,592 against, and 1,745,895 abstain, with 73,317,769 broker non-votes.

4. 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 522,144,806 for every 1 year, 2,767,859 for every 2 years, and 56,413,568 for every 3 years, and 937,079 abstain, with 73,317,770 broker non-votes.

5. Approval of the Fifth Third Bancorp 2017 Incentive Compensation Plan, including the issuance of shares authorized thereunder, was approved by a vote of the common shareholders of 555,459,688 for, 25,428,862 against, and 1,374,768 abstain, with 73,317,764 broker non-votes.

Item 9.01. Financial Statements and Exhibits.


Exhibit 10.1    Fifth Third Bancorp 2017 Incentive Compensation Plan. Incorporated by reference to Annex A to the Registrant’s Proxy Statement dated March 9, 2017.


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.


April 19, 2017     By:  


      Jelena McWilliams
      Executive Vice President, Chief Legal
      Officer & Corporate Secretary