8-KLeadership ChangesExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Executive Changes (Jan 24, 2012)

Filed January 24, 2012For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed this Form 8-K on January 24, 2012, to disclose amendments to change-in-control agreements for two key executives: Daniel T. Poston (CFO) and Paul L. Reynolds (Chief Risk Officer and Secretary). The amendments, effective January 19, 2012, were primarily aimed at aligning compensation with evolving responsibilities and addressing regulatory compliance, particularly regarding Section 409A and Section 280G of the IRS Code. Key changes include the elimination of tax gross-ups and modifications to the severance and insurance benefits payable in the event of a change in control coupled with termination. Specifically, the severance multiplier increased from 2.0 to 2.99 times base salary plus target incentive, and the insurance benefit payout period extended from 2 to 3 years. These adjustments acknowledge the expanded roles these executives have undertaken since their original agreements in late 2008.

Key Highlights

  • 1Amendments to change-in-control agreements for CFO Daniel T. Poston and Chief Risk Officer/Secretary Paul L. Reynolds.
  • 2Agreements amended effective January 19, 2012.
  • 3Elimination of tax gross-ups on benefits provided under the agreements.
  • 4Clarification of applicability of IRS Code Section 409A to executive benefits.
  • 5Provisions to reduce benefits if subject to excise tax under Section 4999 or deduction limitations under Section 280G of the IRS Code.
  • 6Increased severance multiple from 2.0x to 2.99x base salary plus target annual cash incentive upon change in control and termination.
  • 7Extended insurance benefit payout period from 2 years to 3 years under similar circumstances.

Frequently Asked Questions

The amendments were made to align executive compensation with increased responsibilities and to ensure compliance with tax regulations, specifically IRS Code Sections 409A, 4999, and 280G. They also adjust severance and insurance benefits in specific change-in-control scenarios.

The amendments affect Daniel T. Poston, Executive Vice President and Chief Financial Officer, and Paul L. Reynolds, Executive Vice President, Chief Risk Officer and Secretary.

In the event of both a change in control and termination of employment under certain circumstances, the severance benefits have been increased from 2.0 times to 2.99 times the individual's base salary plus target annual cash incentive compensation.

Yes, the amendments eliminate tax gross-ups that were previously provided for benefits under these agreements. Additionally, provisions are included to potentially reduce benefits if they would otherwise be subject to excise taxes under Section 4999 or deduction limitations under Section 280G of the IRS Code.