8-KMaterial Agreements

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Feb 11, 2005)

Filed February 11, 2005For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

This 8-K filing from Fifth Third Bancorp (FITB) on February 11, 2005, primarily details the compensation decisions made by the company's Compensation Committee regarding 2004 annual incentive awards for its executive officers. The filing indicates that while the company's overall reported earnings per share for 2004 did not meet the pre-established performance goals for bonuses, the Compensation Committee exercised its discretion to award some level of bonuses to executive officers. The committee considered various quantitative and qualitative factors beyond reported EPS, including peer group performance, retention needs, investments in sales force expansion and regulatory matters, acquisition expenses for First National Bankshares, and general economic conditions. Despite these considerations, the awarded bonuses for 2004 were lower than those paid in the prior year (2003) for the named executive officers. Further details on executive compensation for 2004 will be provided in the company's upcoming 2005 proxy statement.

Key Highlights

  • 1Fifth Third Bancorp's Compensation Committee met on February 3 and February 9, 2005, to determine 2004 annual incentive awards for executives.
  • 2The company's reported earnings per share for 2004 did not meet the performance targets set for the incentive bonus plan.
  • 3The Compensation Committee used its discretionary authority to award bonuses, considering factors beyond reported EPS.
  • 4Factors influencing the Committee's decision included peer performance, executive retention, investments in sales force and regulatory matters, acquisition costs, and economic conditions.
  • 5The awarded 2004 annual incentive awards for named executive officers were generally lower than the awards granted in 2003.
  • 6Specific 2004 bonus amounts for key executives like George A. Schaefer, Jr. were reduced compared to 2003.
  • 7More detailed executive compensation information for 2004 will be disclosed in the company's 2005 proxy statement.

Frequently Asked Questions

No, the company's reported earnings per share for 2004 did not meet the specific performance targets established for the annual incentive bonus plan.

The Compensation Committee exercised its discretionary authority. They considered several other factors beyond reported EPS, such as the company's net income performance relative to peers, the need to attract and retain executive talent, investments made in the sales force and regulatory matters, expenses related to the First National Bankshares acquisition, and overall economic conditions.

The bonuses awarded to named executive officers for 2004 were generally lower than those paid in 2003. For example, George A. Schaefer, Jr.'s bonus decreased from $990,000 in 2003 to $825,000 in 2004.

Fifth Third Bancorp stated in the filing that additional information regarding the compensation awarded to named executive officers for the year ended December 31, 2004, will be provided in the company's proxy statement for its 2005 annual meeting of stockholders, which was expected to be filed in February 2005.