8-KCorporate ChangesExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Code of Ethics Amendment (Jan 22, 2007)

Filed January 22, 2007For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on January 22, 2007, reporting an amendment and restatement of its Code of Business Conduct and Ethics, effective January 16, 2007. This updated Ethics Code applies to all employees, including senior officers, and clarifies the company's recourse in cases of intentional or knowing fraudulent, illegal conduct, or misconduct. Specifically, the company reserves the right to seek restitution of any bonuses, commissions, or other compensation received as a result of such actions. Importantly, the company explicitly stated that these revisions do not represent any waiver, explicit or implicit, of any provision of the prior Ethics Code for any officer or employee. The primary impact for investors is the reinforcement of the company's commitment to ethical conduct and its mechanisms for addressing and rectifying violations, which can include clawbacks of compensation in egregious cases.

Key Highlights

  • 1Fifth Third Bancorp amended and restated its Code of Business Conduct and Ethics on January 16, 2007.
  • 2The updated Ethics Code is effective immediately upon adoption by the Board of Directors.
  • 3The Code applies to all employees, including principal executive, financial, and accounting officers.
  • 4The revisions clarify the company's right to seek restitution of bonuses, commissions, or other compensation in cases of intentional or knowing fraudulent/illegal conduct or misconduct.
  • 5The company explicitly stated no waivers from the prior code are being granted with these amendments.
  • 6The amended Code is filed as Exhibit 14 to the 8-K and is available on the company's website.

Frequently Asked Questions

The main purpose of this 8-K filing is to report that Fifth Third Bancorp's Board of Directors has approved and adopted an amended and restated Code of Business Conduct and Ethics, effective January 16, 2007. This update clarifies company policies regarding employee conduct and the consequences of violations.

The primary change is the explicit statement that the company reserves the right to seek restitution of any bonus, commission, or other compensation if an employee engages in intentional or knowing fraudulent or illegal conduct or misconduct.

No, the company explicitly stated that these revisions do not result in any waiver, explicit or implicit, from any provision of the Ethics Code as in effect prior to the Board's action. This means no employee or officer is being excused from any existing ethical obligation.

The amended and restated Ethics Code is applicable to all employees of Fifth Third Bancorp and its subsidiaries and affiliates, including the company's principal executive officer, principal financial officer, and principal accounting officer.