8-KLeadership Changes

FIFTH THIRD BANCORP 8-K Report, Executive Changes (May 16, 2012)

Filed May 16, 2012For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) has filed a Form 8-K on May 16, 2012, reporting a change in its representation on the Board of Directors of Vantiv, Inc. Paul L. Reynolds, Executive Vice President, Secretary, and Chief Risk Officer of Fifth Third Bancorp, resigned from his position as a Class B Director of Vantiv. This change is effective as of May 10, 2012. To fill the vacancy, Daniel T. Poston, Executive Vice President and Chief Financial Officer of Fifth Third Bancorp, has been appointed as a Class B Director of Vantiv, effective May 15, 2012. Mr. Poston's compensation for this role will be provided by Vantiv and includes an annual cash retainer of $80,000 and an annual equity grant of $120,000 in restricted stock units. This compensation structure is standard for Vantiv directors, excluding its chairman and CEO.

Key Highlights

  • 1Paul L. Reynolds, Executive Vice President, Secretary, and Chief Risk Officer of Fifth Third Bancorp, has resigned as a Class B Director of Vantiv, Inc.
  • 2The resignation of Mr. Reynolds from the Vantiv Board was effective May 10, 2012.
  • 3Daniel T. Poston, Executive Vice President and Chief Financial Officer of Fifth Third Bancorp, has been appointed as a Class B Director of Vantiv.
  • 4Mr. Poston's appointment to the Vantiv Board is effective May 15, 2012, succeeding Mr. Reynolds.
  • 5Mr. Poston will receive compensation from Vantiv for his director role, not from Fifth Third Bancorp.
  • 6Vantiv will compensate Mr. Poston with an annual cash retainer of $80,000 and an annual equity grant valued at $120,000 in restricted stock units.
  • 7The compensation for Mr. Poston is consistent with that of other Vantiv directors, excluding the Chairman and CEO.

Frequently Asked Questions

The main purpose of this filing is to report a change in Fifth Third Bancorp's representation on the Board of Directors of Vantiv, Inc. Specifically, it announces the resignation of one director and the appointment of another to fill that vacancy.

Paul L. Reynolds, Executive Vice President, Secretary, and Chief Risk Officer of Fifth Third Bancorp, resigned as a Class B Director of Vantiv. He is being replaced by Daniel T. Poston, Executive Vice President and Chief Financial Officer of Fifth Third Bancorp.

Mr. Poston's compensation for his role as a director at Vantiv will be paid by Vantiv, Inc., and not by Fifth Third Bancorp. This compensation includes an annual cash retainer and an annual equity grant.

Mr. Poston will receive an annual cash retainer of $80,000 and an annual equity grant valued at $120,000 in restricted stock units. This compensation is on par with other Vantiv directors, excluding the Chairman and CEO.