8-KLeadership ChangesOther EventsExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Executive Changes (Mar 22, 2012)

Filed March 22, 2012For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

This Form 8-K filing by Fifth Third Bancorp (FITB) on March 22, 2012, primarily reports on events related to the initial public offering (IPO) of its indirect wholly owned subsidiary, Vantiv, Inc. Key information for investors includes the appointment of two Fifth Third executives, Greg D. Carmichael and Paul L. Reynolds, to Vantiv's Board of Directors. These appointments stem from Fifth Third's ownership of Class B Common Stock in Vantiv, which grants them board representation. The filing also details the compensation these executives will receive from Vantiv for their directorial services, which will not be paid by Fifth Third. This includes an annual cash retainer and restricted stock units, with terms identical to other Vantiv directors (excluding the chairman and CEO). Additionally, the report references a press release issued by Fifth Third on March 22, 2012, announcing information pertinent to Vantiv's IPO.

Key Highlights

  • 1Fifth Third Bancorp executives Greg D. Carmichael (COO) and Paul L. Reynolds (Chief Risk Officer) elected to Vantiv's Board of Directors.
  • 2Appointments are a result of Fifth Third's ownership of Class B Common Stock in Vantiv, granting board representation.
  • 3Carmichael and Reynolds will receive compensation from Vantiv for their director roles, not from Fifth Third.
  • 4Director compensation from Vantiv includes an $80,000 annual cash retainer.
  • 5Director compensation from Vantiv also includes an annual equity grant valued at $120,000 in restricted stock units.
  • 6The filing references a press release issued by Fifth Third regarding Vantiv's IPO.
  • 7The compensation terms for these directors are consistent with other Vantiv directors (excluding Chairman and CEO).

Frequently Asked Questions

The primary purpose of this 8-K filing is to report on events related to the initial public offering (IPO) of Vantiv, Inc., a subsidiary of Fifth Third Bancorp. Specifically, it announces the appointment of two Fifth Third executives to Vantiv's Board of Directors and outlines their compensation.

No, the compensation for Greg D. Carmichael and Paul L. Reynolds for their service as directors on Vantiv's board will be paid by Vantiv, Inc., not Fifth Third Bancorp.

Fifth Third Bancorp receives this board representation through its ownership of Class B Common Stock in Vantiv. This stock entitles Fifth Third to elect two directors to Vantiv's board.

No, the terms of the compensation paid to Messrs. Carmichael and Reynolds by Vantiv are the same as the terms of compensation paid to all other directors of Vantiv, with the exception of Vantiv's chairman and chief executive officer.