8-K/ALeadership Changes

FIFTH THIRD BANCORP 8-K/A Report, Executive Changes (Dec 22, 2016)

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

Summary

This Form 8-K/A filing by Fifth Third Bancorp serves as an amendment to a previously filed report concerning the appointment of two new directors, Jerry W. Burris and Eileen A. Mallesch, on September 20, 2016. The primary purpose of this amendment is to provide updated information regarding committee assignments and related compensation for these new directors. Specifically, on December 20, 2016, the Board appointed Mr. Burris to the Audit Committee and Ms. Mallesch to the Risk and Compliance Committee. In addition to their base retainer for board service, both directors will receive an additional annual retainer of $10,000 in 2017 for their committee responsibilities. Investors should note that detailed information on the overall Director Pay Program, including compensation for committee service, is available in Fifth Third's Form 10-Q filed on November 9, 2016.

Key Highlights

  • 1Fifth Third Bancorp filed an amendment (8-K/A) to a previous 8-K filing.
  • 2The amendment provides an update on committee assignments for two recently appointed directors.
  • 3Jerry W. Burris was appointed to the Audit Committee.
  • 4Eileen A. Mallesch was appointed to the Risk and Compliance Committee.
  • 5Both directors will receive an additional annual retainer of $10,000 for their committee service in 2017.
  • 6This compensation is in addition to their base retainer as board members.
  • 7Details of the Director Pay Program are available in a previously filed Form 10-Q.

Frequently Asked Questions

The main purpose of this 8-K/A filing is to amend a prior report by providing updated information on committee assignments and related compensation for two new directors, Jerry W. Burris and Eileen A. Mallesch, who were appointed to the Board of Directors on September 20, 2016.

Jerry W. Burris was appointed to the Audit Committee, and Eileen A. Mallesch was appointed to the Risk and Compliance Committee.

In 2017, both Mr. Burris and Ms. Mallesch will receive an additional annual retainer of $10,000 for their service on the Audit Committee and the Risk and Compliance Committee, respectively. This is separate from their regular director compensation.

Detailed information regarding Fifth Third's Director Pay Program, including compensation for committee service, was filed as Exhibit 10.2 to the company's Quarterly Report on Form 10-Q on November 9, 2016.