8-KLeadership ChangesExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Executive Changes (Sep 21, 2016)

Filed September 21, 2016For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on September 21, 2016, to report significant changes to its Board of Directors. The company announced the election of two new directors, Jerry W. Burris and Eileen A. Mallesch, effective September 20, 2016. This appointment expands the Board's size to thirteen members, filling newly created vacancies. Both new directors will be compensated under Fifth Third's recently implemented Director Pay Program. This program shifts compensation away from meeting fees towards an annual cash retainer and restricted stock units, with potential additional retainers for specific committee roles. Existing directors will transition to this new pay structure on January 1, 2017, ensuring a consistent compensation framework across the board.

Key Highlights

  • 1Fifth Third Bancorp appointed two new directors, Jerry W. Burris and Eileen A. Mallesch, on September 20, 2016.
  • 2The Board of Directors' size was increased from twelve to thirteen members to accommodate the new appointments.
  • 3The new directors will be compensated under Fifth Third's newly adopted Director Pay Program.
  • 4The Director Pay Program features an annual cash retainer of $85,000 and a grant of 1,709 restricted stock units with dividend equivalents.
  • 5Meeting attendance fees will no longer be paid under the new compensation structure.
  • 6Potential additional retainers are available for committee chair positions or membership in the Audit or Risk & Compliance Committees.
  • 7Existing directors will adopt the new Director Pay Program on January 1, 2017.

Frequently Asked Questions

Fifth Third Bancorp appointed Jerry W. Burris and Eileen A. Mallesch as new Directors to its Board.

The new Director Pay Program replaces meeting attendance fees with an annual cash retainer and restricted stock units. It also includes potential additional retainers for specific committee roles, whereas the previous structure likely relied more heavily on per-meeting fees.

The new Director Pay Program will take effect for existing directors on January 1, 2017. The newly appointed directors are compensated under this program immediately upon their appointment.

Each new director will receive an annual cash retainer of $85,000, payable quarterly (prorated for 2016), and a grant of 1,709 restricted stock units with dividend equivalents.