8-K/AShareholder Matters

FIFTH THIRD BANCORP 8-K/A Report, Shareholder Vote Results (Feb 28, 2012)

Filed February 28, 2012For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

This Form 8-K/A filing by Fifth Third Bancorp (FITB) amends a previous Current Report filed on April 20, 2011, concerning the results of their 2011 Annual Meeting of Shareholders. The primary purpose of this amendment is to formally acknowledge and confirm that the company will hold annual advisory shareholder votes on the compensation of its named executive officers. This decision follows shareholder approval at the 2011 meeting, where a majority advised in favor of holding such a vote every year.

Key Highlights

  • 1Fifth Third Bancorp (FITB) is amending a previous 8-K filing from April 20, 2011.
  • 2The amendment addresses the outcome of the April 19, 2011 Annual Meeting of Shareholders.
  • 3Shareholders approved, in an advisory vote, the recommendation to hold an advisory vote on executive compensation annually.
  • 4Fifth Third Bancorp confirms it will hold annual advisory votes on the compensation of its named executive officers.
  • 5This practice will continue until the next shareholder vote on the frequency of such compensation votes.
  • 6The filing was made on February 28, 2012, amending a report originally filed on April 20, 2011, and the earliest event reported is April 15, 2011.
  • 7The filing pertains to Item 5.07: Submission of Matters to a Vote of Security Holders.

Frequently Asked Questions

This filing amends a previous 8-K report to officially confirm that Fifth Third Bancorp will conduct annual advisory votes on executive compensation, as recommended and approved by shareholders at the 2011 Annual Meeting.

Shareholders voted on the frequency of executive compensation advisory votes at the Annual Meeting held on April 19, 2011.

Shareholders approved, in an advisory vote, the recommendation to hold an advisory vote on the compensation of named executive officers every year.

This filing provides clarity and formal confirmation for investors that their input on executive compensation frequency is being acted upon by the Board. It signifies ongoing shareholder engagement on executive pay matters, which is a common governance practice.