8-K/ALeadership ChangesExhibits & Filings

FIFTH THIRD BANCORP 8-K/A Report, Executive Changes (Jul 30, 2013)

Filed July 30, 2013For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an amendment to its Form 8-K on July 30, 2013, to update information regarding the departure of a key executive. The filing primarily concerns the retirement of Paul L. Reynolds, who held the positions of Executive Vice President, Chief Risk Officer, and Secretary. Mr. Reynolds' retirement was effective July 26, 2013, though he agreed to remain available for transition support until December 31, 2013. As part of his separation, Mr. Reynolds entered into an agreement entitling him to a payment of $1.68 million. This agreement also includes provisions for him to be treated as a retiree under the company's long-term incentive compensation and health benefit plans. The separation agreement also contains standard clauses such as confidentiality, non-competition, and non-solicitation, along with provisions for recoupment of benefits under certain legal or regulatory circumstances. This amendment also lists the Separation Agreement as an exhibit.

Key Highlights

  • 1Announcement of the retirement of Paul L. Reynolds, EVP, Chief Risk Officer, and Secretary, effective July 26, 2013.
  • 2Mr. Reynolds will provide transition support until December 31, 2013.
  • 3A Separation Agreement was entered into with Mr. Reynolds on July 25, 2013.
  • 4Mr. Reynolds is entitled to a $1.68 million payment as part of the separation agreement.
  • 5Mr. Reynolds will be treated as a retiree under long-term incentive compensation and health benefit plans.
  • 6The separation agreement includes customary releases, confidentiality, non-competition, and non-solicitation provisions.
  • 7The agreement also includes provisions for recoupment of benefits if required by law or regulation.

Frequently Asked Questions

This amended Form 8-K filing (8-K/A) primarily serves to update details regarding the departure of Paul L. Reynolds, the former Executive Vice President, Chief Risk Officer, and Secretary of Fifth Third Bancorp, and to formally include his Separation Agreement as an exhibit.

Paul L. Reynolds was an Executive Vice President, Chief Risk Officer, and Secretary at Fifth Third Bancorp. His departure is being reported due to his retirement from these positions, which became effective on July 26, 2013. This type of executive change is material information for investors.

Under the Separation Agreement, Mr. Reynolds is entitled to a payment of $1.68 million. He will also continue to receive benefits under the company's long-term incentive compensation and health benefit plans as if he were a retiree.

Yes, the Separation Agreement includes customary provisions such as confidentiality, a non-competition clause, and a non-solicitation clause. He has also agreed to be available for certain inquiries and transition purposes through December 31, 2013.