8-KCorporate ChangesExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Code of Ethics Amendment (Sep 25, 2017)

Filed September 25, 2017For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on September 25, 2017, to report amendments to its Code of Business Conduct and Ethics. The Board of Directors approved and adopted a restated Code, which is effective for all officers, directors, employees, and contractors. These revisions primarily involve expanding guidance on existing topics and incorporating them into a single document, rather than introducing new ethical principles or waiving any provisions. The updated Code consolidates and clarifies guidance on areas such as diversity and inclusion, anti-harassment policies, fraud prevention, customer complaints, environmental sustainability, antitrust, corporate travel, and public communications. The bank also added learning aids and examples to the Code. Importantly, the fundamental ethical principles underlying the previous Code remain unchanged. This filing is informational, confirming the company's ongoing commitment to ethical conduct and compliance.

Key Highlights

  • 1Fifth Third Bancorp amended and restated its Code of Business Conduct and Ethics on September 19, 2017.
  • 2The updated Code is applicable to all officers, directors, employees, and contractors of the company and its subsidiaries.
  • 3Revisions expand guidance on existing topics, incorporating information previously found in separate policy documents.
  • 4Key areas with expanded guidance include diversity and inclusion, discrimination, fraud prevention, customer complaints, and environmental sustainability.
  • 5The amendments do not waive any provisions of the prior Code and the overriding ethical principles remain substantively unchanged.
  • 6Additional examples and learning aids have been included in the revised Code.
  • 7The amended Code is available on Fifth Third's website and filed as an exhibit to the 8-K.

Frequently Asked Questions

The main purpose of this filing is to inform investors and stakeholders that Fifth Third Bancorp's Board of Directors has approved amendments and restated the company's Code of Business Conduct and Ethics. It details the scope and nature of these updates.

No, the filing explicitly states that the overriding ethical principles underlying each provision of the prior Code remain substantively unchanged. The revisions focus on expanding guidance, consolidating information, and adding learning aids, rather than altering fundamental ethical requirements or waiving existing provisions.

The amended Code of Business Conduct and Ethics is applicable to all officers, directors, employees, and contractors of Fifth Third Bancorp and its subsidiaries and affiliates, including key financial officers.

The amended and restated Code of Business Conduct and Ethics is attached as Exhibit 14 to this 8-K filing and will also be available on Fifth Third Bancorp's website at www.53.com.