8-K/AShareholder Matters

FIFTH THIRD BANCORP 8-K/A Report, Shareholder Vote Results (Jun 20, 2012)

Filed June 20, 2012For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

This 8-K/A filing by Fifth Third Bancorp (FITB) on June 20, 2012, serves as an amendment to a previous report, primarily to provide final details on shareholder votes from the Annual Meeting held on April 17, 2012. The key information for investors revolves around the outcomes of several important proposals, including the election of directors, the appointment of auditors, changes to director voting standards, and advisory votes on executive compensation and its frequency. Investors should note the overwhelming support for the re-election of all directors, the approval of Deloitte & Touche LLP as the independent auditor, and the adoption of a majority voting standard for director elections. Furthermore, shareholders provided advisory approval for executive compensation and strongly favored holding an annual "say-on-pay" vote. This indicates shareholder confidence in the current board and auditor, and a preference for regular input on executive remuneration.

Key Highlights

  • 1All incumbent directors were re-elected to serve until the 2013 Annual Meeting of Shareholders, indicating shareholder confidence in the current board.
  • 2Deloitte & Touche LLP was approved as Fifth Third Bancorp's independent registered public accounting firm for 2012 with significant shareholder support.
  • 3Shareholders approved an amendment to the Articles of Incorporation and Code of Regulations to adopt a majority voting standard for uncontested director elections.
  • 4An advisory vote on the compensation of named executive officers received shareholder approval.
  • 5In a separate advisory vote, shareholders strongly favored holding an advisory vote on executive compensation every one year.
  • 6Fifth Third Bancorp will hold an annual "say-on-pay" vote for executive compensation moving forward, based on shareholder preference.
  • 7The filing details various proposals voted on, including numerical results for common and preferred shareholders, and notes the presence of broker non-votes on several items.

Frequently Asked Questions

The primary purpose of this 8-K/A filing was to amend a previous report and provide the final, detailed results of the shareholder votes from Fifth Third Bancorp's Annual Meeting held on April 17, 2012. Specifically, it added details regarding the frequency of shareholder votes on executive compensation.

Shareholders overwhelmingly approved the election of all nominated directors, with each director receiving a substantial majority of votes cast 'for' their election, indicating strong shareholder confidence in the current board.

The advisory "say-on-pay" vote for executive compensation was approved by shareholders. In a separate advisory vote, shareholders clearly expressed their preference for holding this "say-on-pay" vote annually, and Fifth Third Bancorp has committed to doing so until the next frequency vote.

Yes, there were a notable number of broker non-votes reported for several proposals, particularly for the election of directors, the approval of the majority voting standard for directors, and the advisory "say-on-pay" vote. This is common when shareholders do not provide specific instructions to their brokers on how to vote their shares on certain matters.