8-K/AShareholder Matters

FIFTH THIRD BANCORP 8-K/A Report, Shareholder Vote Results (Jun 19, 2013)

Filed June 19, 2013For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K/A amendment on June 19, 2013, to provide additional details from its Annual Meeting of Shareholders held on April 16, 2013. The primary purpose of this amendment was to clarify the outcome of the advisory shareholder vote regarding the frequency of future executive compensation votes. This filing confirms that shareholders overwhelmingly approved the election of all director nominees and ratified the appointment of Deloitte & Touche LLP as the independent auditor for 2013. Furthermore, in an advisory vote, shareholders approved the executive compensation. Crucially, the company will now hold an annual advisory vote on executive compensation, as this option received the majority of shareholder support in the frequency vote.

Key Highlights

  • 1Shareholders approved the election of all nominated directors to the Board.
  • 2The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2013 was ratified.
  • 3An advisory vote on executive compensation received shareholder approval.
  • 4Shareholders voted in favor of holding an advisory vote on executive compensation annually, with the company committing to this frequency until the next determination.
  • 5The 8-K/A filing serves as an amendment to a prior report, specifically to add details regarding the frequency of executive compensation votes.
  • 6The results show strong support for the incumbent board and auditor, as well as a clear preference for annual Say-on-Pay votes.

Frequently Asked Questions

This 8-K/A filing is an amendment to a previous report to add specific details about the outcome of the shareholder vote on the frequency of advisory votes on executive compensation, which occurred at the April 16, 2013 Annual Meeting of Shareholders.

Shareholders overwhelmingly approved the election of all nominated directors to serve until the Annual Meeting of Shareholders in 2014. The 'For' votes for each director significantly outnumbered the 'Against' and 'Abstain' votes.

Yes, following the advisory vote at the April 16, 2013 Annual Meeting, Fifth Third Bancorp will include a shareholder vote on executive compensation in its proxy materials every year. This frequency received the majority of shareholder support in the advisory vote on frequency.

Deloitte & Touche LLP was approved by shareholders to serve as the independent registered public accounting firm for Fifth Third Bancorp for the year 2013.