8-KCorporate ChangesExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Bylaw Amendment (Jun 21, 2010)

Filed June 21, 2010For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on June 21, 2010, reporting amendments to its Code of Regulations approved by its Board of Directors on June 15, 2010. These changes aim to enhance corporate governance by clarifying the roles of the President and the lead director, formalizing the resignation process for directors facing a majority of withheld votes, and removing the requirement for the President to be a member of the Board of Directors. Investors should note that these amendments are primarily structural and procedural, designed to improve board effectiveness and alignment with existing corporate governance guidelines. The most significant change for board oversight is the empowerment of the lead director to call and chair special board meetings under certain circumstances, and the clear articulation of the majority vote resignation policy, which provides greater accountability for directors.

Key Highlights

  • 1Fifth Third Bancorp amended its Code of Regulations on June 15, 2010, effective immediately.
  • 2The amendments clarify the roles of the Company's President and its lead director.
  • 3The Code of Regulations now specifies a resignation process for directors who receive a majority of withheld votes in their election.
  • 4The requirement for the Company's President to be selected from the Board of Directors has been removed.
  • 5The lead director can now request special meetings of the Board and chair meetings in the absence of the Chairman or Vice Chairman.
  • 6These changes are intended to improve corporate governance and board accountability.
  • 7The amended Code of Regulations is available as an exhibit to this filing and on the company's website.

Frequently Asked Questions

The main changes include clarifying the roles of the President and lead director, formalizing a resignation process for directors who receive a majority of withheld votes, and removing the requirement that the President must be a member of the Board of Directors.

The lead director's role is enhanced; they can now request special board meetings and chair them if the Chairman or Vice Chairman is absent. This provides more flexibility and potentially greater director independence in board oversight.

This change aligns the Code of Regulations with the company's Corporate Governance Guidelines, making director accountability clearer. If a director fails to receive majority support in an election (i.e., receives a majority of withheld votes), a specific resignation process is now outlined.

The filing states this change was made to 'better clarify the roles' and remove a specific requirement. This may allow the company greater flexibility in selecting its President, potentially bringing in external leadership or separating operational leadership from board representation more distinctly.