8-K/AShareholder Matters

FIFTH THIRD BANCORP 8-K/A Report, Shareholder Vote Results (Jun 22, 2016)

Filed June 22, 2016For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

This Form 8-K/A filing by Fifth Third Bancorp (FITB) amends a previous filing to provide details on the outcome of their Annual Meeting of Shareholders held on April 19, 2016. The primary focus of the amendment is to officially document the shareholders' advisory vote on the frequency of "say-on-pay" proposals, with a strong majority favoring an annual vote. This decision indicates a shareholder desire for more frequent engagement on executive compensation. Beyond the "say-on-pay" frequency, the filing also confirms the election of all proposed members to the Board of Directors, the ratification of Deloitte & Touche LLP as the independent auditor for 2016, and the advisory approval of the executive compensation as presented. Overall, the meeting results reflect shareholder confidence in the current board and audit practices, while emphasizing a preference for annual review of executive pay.

Key Highlights

  • 1Shareholders overwhelmingly approved holding an advisory vote on executive compensation annually.
  • 2All nominated members of the Board of Directors were elected to serve until the 2017 Annual Meeting.
  • 3The appointment of Deloitte & Touche LLP as the independent external audit firm for 2016 was approved.
  • 4The advisory vote on the compensation of named executive officers received majority approval.
  • 5The filing is an amendment to add specific details regarding the frequency of shareholder votes on executive compensation.
  • 6A significant number of broker non-votes were recorded on the executive compensation and "say-on-pay" frequency proposals.

Frequently Asked Questions

This filing is an amendment to a previous Form 8-K. Its primary purpose is to officially report on the outcome of Fifth Third Bancorp's Annual Meeting of Shareholders held on April 19, 2016, specifically adding details about the advisory vote on the frequency of executive compensation votes.

Shareholders voted overwhelmingly in favor of holding an advisory vote on executive compensation every 1 year. This means Fifth Third Bancorp will include this vote in its proxy materials annually until the next vote on frequency.

Yes, all members nominated for the Board of Directors were elected by shareholders to serve until the Annual Meeting of Shareholders in 2017. The voting results show strong support for each director.

Shareholders approved the appointment of Deloitte & Touche LLP to serve as the independent external audit firm for Fifth Third Bancorp for the year 2016. This appointment received a significant majority of votes.