8-KLeadership ChangesExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Executive Changes (Dec 17, 2014)

Filed December 17, 2014For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) announced on December 15, 2014, a change to its Board of Directors. The company elected Katherine B. Blackburn as a new director, expanding the board size to thirteen members. Ms. Blackburn's background includes her role as Executive Vice President of the Cincinnati Bengals and significant ownership interests in their parent company. This appointment is notable due to potential related-party transactions. Fifth Third Bancorp has ongoing and extended sponsorship and advertising arrangements with the Cincinnati Bengals, amounting to substantial payments, and has also engaged in lending to Ms. Blackburn, her family, and related entities on terms consistent with its ordinary business practices. Investors should monitor the oversight of these related-party relationships and their impact on the company.

Key Highlights

  • 1Katherine B. Blackburn appointed as a new Director to the Board.
  • 2Board size increased from twelve to thirteen directors to accommodate the new appointment.
  • 3Ms. Blackburn is Executive Vice President and a principal owner of the Cincinnati Bengals.
  • 4Fifth Third Bancorp has significant sponsorship and advertising agreements with the Cincinnati Bengals, with a 5-year extension totaling over $7.9 million.
  • 5Ms. Blackburn is considered a related party due to her ownership and executive role with the Cincinnati Bengals.
  • 6The company has engaged in lending to Ms. Blackburn, her family, and related entities under normal business terms.
  • 7The appointment was effective December 15, 2014.

Frequently Asked Questions

Katherine B. Blackburn has been appointed as a new Director to the Fifth Third Bancorp Board of Directors. She is also the Executive Vice President of the Cincinnati Bengals and holds substantial equity interests in their parent company. Her appointment expanded the board to thirteen members.

Ms. Blackburn is considered a related party due to her executive role and significant ownership in the Cincinnati Bengals. Fifth Third Bancorp has existing, substantial sponsorship and advertising agreements with the Bengals. Additionally, the company engages in lending to Ms. Blackburn, her family, and related entities under standard business terms, which could be viewed as a related-party transaction.

Fifth Third Bancorp has significant financial arrangements with the Cincinnati Bengals, including sponsorship and advertising. These arrangements have involved payments of approximately $1.9 million in 2013 and $1.8 million in 2014. A recently signed 5-year contract extension, beginning in September 2014, commits the company to total payments exceeding $7.9 million over the contract period.

Regarding lending to directors, officers, and their related entities, Fifth Third Bancorp states that these loans are made in the ordinary course of business. They are on substantially the same terms (including interest rates and collateral) as comparable loans to unaffiliated individuals and do not involve more than a normal risk of collectability or present other unfavorable features.