8-KLeadership ChangesRegulation FDOther Events+1

FIFTH THIRD BANCORP 8-K Report, Executive Changes (Jun 18, 2008)

Filed June 18, 2008For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on June 18, 2008, announcing significant leadership changes and providing forward-looking information regarding capital plans and anticipated second-quarter 2008 results. Kevin T. Kabat, already President and CEO, has assumed the additional role of Chairman of the Board, succeeding George A. Schaefer, Jr., who retired. The board size was adjusted to absorb this change without creating vacancies. Additionally, James P. Hackett has been appointed Lead Director and Chair of the Nominating and Corporate Governance Committee, replacing Dudley S. Taft. Beyond leadership transitions, the filing includes press releases that offer insights into the company's capital strategy and preliminary expectations for the second quarter of 2008. Investors should note that while some of this information is incorporated by reference for SEC filings, other portions are "furnished" and not "filed," meaning they do not carry the same legal implications under Section 18 of the Securities Exchange Act of 1934. The company also disclosed plans for a preferred stock offering.

Key Highlights

  • 1Kevin T. Kabat, President and CEO, is now also Chairman of the Board.
  • 2George A. Schaefer, Jr. retired from the Board of Directors.
  • 3James P. Hackett appointed Lead Director and Chair of Nominating and Corporate Governance Committee.
  • 4The Board of Directors size was decreased to avoid vacancies.
  • 5Fifth Third Bancorp provided an update on its capital plans.
  • 6Anticipated results for the second quarter of 2008 were discussed.
  • 7The company announced a preferred stock offering.

Frequently Asked Questions

Kevin T. Kabat, who was already President and CEO, has been named Chairman of the Board. George A. Schaefer, Jr. retired from the board. James P. Hackett has been appointed Lead Director and Chair of the Nominating and Corporate Governance Committee.

The filing includes press releases discussing Fifth Third Bancorp's capital plans and anticipated results for the second quarter of 2008. It also announces a preferred stock offering.

Information that is "furnished" (like some of the Q2 2008 earnings and capital plan details in Exhibits 99.2 and 99.3) is provided for disclosure but does not carry the same legal liability under Section 18 of the Securities Exchange Act of 1934 as information that is "filed" (like the leadership changes and management discussion of trends in Exhibit 99.4). This means investors should be aware that "furnished" information may not be considered legally part of SEC filings for purposes of liability.

The board size was decreased to ensure that Mr. Schaefer's retirement did not create a vacancy. This is a routine governance adjustment and generally does not have direct implications for shareholders beyond ensuring efficient board operations.