8-K/AShareholder MattersOther Events

FIFTH THIRD BANCORP 8-K/A Report, Shareholder Vote Results (Jul 9, 2014)

Filed July 9, 2014For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

This 8-K/A filing from Fifth Third Bancorp (FITB) provides an amendment to a prior report, detailing the results of their Annual Shareholder Meeting held on April 15, 2014. Key outcomes include the re-election of all Board of Directors members, the approval of Deloitte & Touche LLP as the independent auditor for 2014, and the approval of the 2014 Incentive Compensation Plan. The filing also confirms shareholder support for an advisory vote on executive compensation occurring annually, and reports a change in Board leadership with the election of James P. Hackett as Chairman and Marsha Williams as Lead Director.

Key Highlights

  • 1All incumbent Directors were re-elected to serve until the 2015 Annual Meeting of Shareholders.
  • 2Deloitte & Touche LLP was approved as the independent registered public accounting firm for 2014.
  • 3The Fifth Third Bancorp 2014 Incentive Compensation Plan, allowing for the issuance of up to 36 million additional shares, received shareholder approval.
  • 4Shareholders provided an advisory vote of approval for the compensation of named executive officers.
  • 5A majority of shareholders voted in favor of an annual advisory vote on executive compensation.
  • 6James P. Hackett was elected as the new Chairman of the Board of Directors, following William Isaac's retirement.
  • 7Marsha Williams was appointed as the Lead Director of the Board.

Frequently Asked Questions

The meeting saw the re-election of all directors, approval of the auditor (Deloitte & Touche LLP), and approval of the 2014 Incentive Compensation Plan. Importantly, shareholders also favored an annual advisory vote on executive compensation.

James P. Hackett was elected as the new Chairman of the Board, and Marsha Williams was appointed as the Lead Director.

Shareholders voted to have an advisory vote on executive compensation occur every year. Fifth Third Bancorp will now include this advisory vote in its proxy materials annually until the next vote on the frequency of such proposals.

All proposals voted on, including director elections, auditor appointment, the incentive compensation plan, and the advisory vote on executive compensation, received majority shareholder approval based on the votes reported.