8-KLeadership ChangesExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Executive Changes (Sep 25, 2009)

Filed September 25, 2009For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

This Form 8-K filing by Fifth Third Bancorp (FITB) on September 25, 2009, details amendments to senior executive compensation in response to the U.S. Department of the Treasury's Interim Final Rule on TARP Standards for Compensation and Corporate Governance. The key impact is the prohibition of bonuses, including equity-based incentives, for senior executives and the next 20 most highly compensated employees, as well as a partial forfeiture of compensation provided before the rule's effective date of June 15, 2009. Furthermore, the filing outlines specific salary adjustments for four senior officers: Kevin T. Kabat, Greg D. Carmichael, Robert A. Sullivan, and Daniel T. Poston. These adjustments, effective from June 15, 2009, are partially to comply with TARP standards and, in the case of Mr. Poston and Mr. Carmichael, also reflect increased job responsibilities. A significant portion of these adjusted salaries will be paid in the form of cash and phantom stock units, with the phantom stock units having specific settlement terms tied to future stock prices.

Key Highlights

  • 1Fifth Third Bancorp is amending executive compensation to comply with new TARP compensation standards issued by the U.S. Treasury.
  • 2Bonuses, including equity-based incentives, are prohibited for senior executives and the top 20 highest-compensated employees.
  • 3Compensation provided prior to the June 15, 2009, effective date of the TARP rule is subject to partial forfeiture.
  • 4Salaries for four key executives (Kabat, Carmichael, Sullivan, Poston) have been adjusted and will be paid partly in cash and partly in phantom stock units.
  • 5The adjusted salaries are prorated from June 15, 2009, with specific annualized figures and cash/phantom stock breakdowns provided for each executive.
  • 6Increases for Mr. Poston and Mr. Carmichael reflect both TARP compliance and additional job responsibilities.
  • 7Phantom stock units will be settled in cash on June 15, 2011, or upon the executive's death, based on the closing stock price at settlement.

Frequently Asked Questions

Fifth Third Bancorp is filing this 8-K to report changes in its senior executive compensation designed to comply with the Interim Final Rule on TARP Standards for Compensation and Corporate Governance, issued by the U.S. Department of the Treasury in June 2009. This rule imposes specific restrictions on compensation for participants in the Troubled Asset Relief Program (TARP).

The TARP rules prohibit the payment or accrual of bonuses, including any equity-based incentive compensation, to the company's "senior executive officers" and its next 20 most highly compensated employees. Additionally, a portion of compensation already provided before the rule's effective date of June 15, 2009, had to be partially forfeited.

The base salaries for Kevin T. Kabat, Greg D. Carmichael, Robert A. Sullivan, and Daniel T. Poston have been adjusted and will be paid partially in cash and partially in phantom stock units. These adjustments are prorated from June 15, 2009, and reflect both compliance with TARP standards and, for two executives, increased job responsibilities. The phantom stock units have a defined settlement value based on future stock prices.

The phantom stock units are issued under Fifth Third's 2008 Incentive Compensation Plan. The number of units is determined by dividing the salary portion payable in phantom stock by the closing stock price on the pay date. These units do not grant dividend rights and will be settled in cash upon the earlier of June 15, 2011, or the executive's death, with the payout amount based on the closing stock price on the settlement date.