8-K/AShareholder Matters

FIFTH THIRD BANCORP 8-K/A Report, Shareholder Vote Results (Jun 22, 2018)

Filed June 22, 2018For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

This 8-K filing from Fifth Third Bancorp (FITB) on June 22, 2018, serves as an amendment to provide details on the outcomes of their Annual Meeting of Shareholders held on April 17, 2018. The primary focus of this amendment is to formally report the results of several key shareholder votes, including the election of directors, the ratification of Deloitte & Touche LLP as the independent auditor for 2018, and advisory votes on executive compensation and the frequency of such votes. Of particular note for investors is the strong shareholder support for the re-election of most Board of Directors nominees, the approval of Deloitte & Touche LLP, and a decisive advisory vote to hold an annual (every 1 year) "say-on-pay" vote regarding executive compensation. This indicates shareholder engagement and alignment on governance matters. The filing clarifies that, following shareholder approval, Fifth Third Bancorp will hold an advisory vote on executive compensation annually until the next vote on frequency.

Key Highlights

  • 1Fifth Third Bancorp held its Annual Meeting of Shareholders on April 17, 2018.
  • 2All incumbent directors were overwhelmingly re-elected, with strong "For" votes across the board, though Gary R. Heminger received a notably lower percentage of 'For' votes.
  • 3Shareholders approved the appointment of Deloitte & Touche LLP as the independent external audit firm for 2018 with significant support.
  • 4An advisory vote on executive compensation (say-on-pay) was approved, with a substantial majority of shareholders voting in favor.
  • 5Shareholders overwhelmingly voted in favor of holding an advisory vote on executive compensation every 1 year.
  • 6The company has committed to holding an annual advisory vote on executive compensation based on shareholder approval.
  • 7This filing is an amendment to add details regarding the frequency of shareholder votes on executive compensation.

Frequently Asked Questions

This 8-K filing is an amendment to an earlier filing and its main purpose is to formally report the detailed results of the shareholder votes that took place at Fifth Third Bancorp's Annual Meeting of Shareholders on April 17, 2018. Specifically, it provides outcomes for director elections, auditor ratification, and advisory votes on executive compensation and its frequency.

Shareholders provided advisory approval for executive compensation with a significant majority voting in favor. More decisively, they voted overwhelmingly in favor of holding this advisory vote on executive compensation every 1 year. Fifth Third Bancorp has stated they will comply with this preference.

Most directors were re-elected with very high levels of support. However, Gary R. Heminger received a lower percentage of 'For' votes compared to other directors, although still a substantial majority, indicating a slightly higher level of shareholder dissent for that particular nominee.

No, this filing confirms that shareholders approved the appointment of Deloitte & Touche LLP to continue serving as the independent external audit firm for Fifth Third Bancorp for the year 2018. This was a ratification of a prior decision or proposal.