8-KLeadership ChangesMaterial AgreementsExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Sep 26, 2005)

Filed September 26, 2005For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

This Form 8-K filing by Fifth Third Bancorp (FITB) on September 26, 2005, announces a material definitive agreement concerning the departure of its Chief Financial Officer (CFO) and Senior Vice President, R. Mark Graf. The agreement outlines Mr. Graf's resignation timeline, which is contingent upon the appointment of a successor CFO but no later than January 31, 2006. Importantly, Mr. Graf will provide transition, advisory, and consulting services for a period of twelve months post-resignation, followed by a potential six-month extension under specific conditions, ensuring continuity and knowledge transfer during this leadership change. Investors should note the structured transition plan designed to minimize disruption to the company's financial operations. The agreement also includes provisions for Mr. Graf's continued compensation and benefits during his advisory role, as well as standard restrictions on solicitation and proprietary information use. This filing signals a significant leadership change in a key financial role, and the details provided aim to assure stakeholders of an orderly process.

Key Highlights

  • 1Fifth Third Bancorp (FITB) announced an agreement regarding the resignation of its CFO, R. Mark Graf.
  • 2Mr. Graf's resignation is set to occur either two weeks after a new CFO is appointed or by January 31, 2006, whichever is sooner.
  • 3Following his resignation, Mr. Graf will provide transition, advisory, and consulting services for twelve months.
  • 4An additional six-month advisory period is possible under specific terms, including receiving 75% of his current salary.
  • 5Mr. Graf will remain eligible for health and dental benefits during his advisory service period.
  • 6The agreement includes customary clauses regarding non-solicitation and the protection of proprietary information.

Frequently Asked Questions

The filing does not specify the exact reason for Mr. Graf's resignation, but rather details the terms of an agreement reached with the company regarding his departure as an officer and employee.

Mr. Graf will resign on the earlier of two dates: two weeks after Fifth Third Bancorp names a new Chief Financial Officer, or January 31, 2006.

Yes, Mr. Graf has agreed to provide transition, advisory, and consulting services for twelve months after his resignation. There's also a potential for an additional six months of advisory services under certain conditions.

During the initial twelve-month advisory period, Mr. Graf will receive his current salary. For the potential additional six-month advisory period, he will receive 75% of his current salary, and he will remain eligible for health and dental benefits.