8-KOther EventsExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Corporate Update (Nov 23, 2011)

Filed November 23, 2011For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) has reached a settlement with the Securities and Exchange Commission (SEC) regarding the timing and public dissemination of notices for the redemption of certain trust preferred securities in May 2011. The company has agreed to a cease and desist order, neither admitting nor denying the SEC's allegations of violations of Section 13(a) of the Securities Exchange Act of 1934 and Regulation FD. This settlement reflects the SEC's consideration of Fifth Third's prompt and voluntary remedial actions. These actions included compensating investors who were harmed by the disclosure timing and implementing enhanced policies and procedures for security redemptions. The company also cooperated with the SEC staff throughout the investigation. Investors should review the attached Order (Exhibit 99.1) for full details of the proceeding and settlement terms.

Key Highlights

  • 1Fifth Third Bancorp settled with the SEC over the timing of trust preferred securities redemption notices.
  • 2The settlement involves a cease and desist order, with Fifth Third neither admitting nor denying the allegations.
  • 3The SEC considered Fifth Third's prompt remedial actions, including investor compensation and improved policies.
  • 4The company cooperated with the SEC investigation.
  • 5The issue relates to alleged violations of Section 13(a) of the Securities Exchange Act and Regulation FD.
  • 6Further details are available in the SEC Order instituting proceedings (Exhibit 99.1).

Frequently Asked Questions

The main event is Fifth Third Bancorp's settlement with the Securities and Exchange Commission (SEC) concerning the timing of its public dissemination of notices for the redemption of certain trust preferred securities in May 2011. This settlement includes a cease and desist order.

No, Fifth Third Bancorp neither admits nor denies the allegations made by the SEC as part of the settlement agreement.

The SEC noted that Fifth Third promptly and voluntarily undertook remedial actions. These included compensating investors who were harmed by the disclosure timing and adopting and implementing additional policies and procedures related to the redemption of securities. The company also cooperated with the SEC staff.

The alleged violations pertained to Section 13(a) of the Securities Exchange Act of 1934 and Regulation FD, which deals with the public dissemination of material information.