8-KEarnings & ResultsLeadership ChangesMaterial Agreements+2

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Jan 17, 2006)

Filed January 17, 2006For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on January 17, 2006, primarily to report on two key events. First, the company amended its previously announced agreement regarding the resignation of its Chief Financial Officer, R. Mark Graf. The amendment clarifies the timeline for his departure, which is tied to the commencement of a new CFO and Graf's notice period, providing a structured transition for this executive role. Second, the filing serves as a disclosure vehicle for Fifth Third Bancorp's fourth-quarter 2005 earnings release and accompanying financial supplements, which were issued on January 17, 2006. While the 8-K itself does not contain the financial results, it directs investors to these exhibits for detailed performance information. Investors should refer to the attached exhibits for the company's financial condition and results of operations for the period.

Key Highlights

  • 1Amendment to CFO R. Mark Graf's resignation agreement clarifies departure timeline.
  • 2CFO's resignation is contingent on the start date of a new CFO or Graf's notice.
  • 3The 8-K announces the release of Fifth Third Bancorp's Q4 2005 earnings.
  • 4The filing includes exhibits containing the Q4 2005 earnings press release and financial supplements.
  • 5The information provided in the 8-K regarding earnings is furnished and not deemed 'filed' for Section 18 purposes.
  • 6The filing details the resignation of a principal officer, R. Mark Graf.
  • 7Exhibit 10 contains the amendment to the CFO's resignation agreement.

Frequently Asked Questions

This 8-K filing is primarily for two reasons: to report an amendment to the resignation agreement of the Chief Financial Officer, R. Mark Graf, and to announce the company's earnings release for the fourth quarter of 2005, along with accompanying financial supplements.

The amendment to his resignation agreement states that Mr. Graf will resign either four weeks after a new Chief Financial Officer begins employment or eight weeks after Mr. Graf provides notice of his resignation to the Bank, whichever comes first. This provides a structured transition period.

The financial results for the fourth quarter of 2005 are detailed in the press release and the quarterly and annual financial supplements that were issued on January 17, 2006. These documents are attached as Exhibits 99.1, 99.2, and 99.3 to this 8-K filing.

No, the information furnished in this Form 8-K and its exhibits regarding the earnings release is provided under Item 2.02 and Item 7.01. It is not deemed 'filed' for the purposes of Section 18 of the Securities Exchange Act of 1934, nor is it incorporated by reference into any other filing under the Securities Act of 1933, unless specifically stated otherwise.