8-KCorporate ChangesExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Code of Ethics Amendment (Sep 24, 2018)

Filed September 24, 2018For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on September 24, 2018, to announce the approval and adoption of an amended and restated Code of Business Conduct and Ethics by its Board of Directors on September 19, 2018. This updated Code applies to all officers, directors, employees, and contractors of the company and its subsidiaries. The revisions are the result of an annual evaluation and aim to update and clarify existing guidance on critical ethical matters. Key areas addressed include insider trading restrictions, handling of confidential information, gift acceptance policies, personal finance guidelines, and political activities. The updated Code also introduces a requirement for employees to report serious criminal convictions and reiterates the company's community support commitment. Importantly, the company states that these changes do not waive any provisions of the prior Code and that the fundamental ethical principles remain unchanged.

Key Highlights

  • 1Fifth Third Bancorp's Board of Directors approved an amended and restated Code of Business Conduct and Ethics.
  • 2The updated Code applies to all officers, directors, employees, and contractors.
  • 3Revisions stem from an annual evaluation of the existing Code.
  • 4Key updated areas include insider trading, confidential information, gifts, personal finances, and political activities.
  • 5New requirement for employees to report serious criminal convictions.
  • 6Company reaffirms commitment to community support.
  • 7No waivers of prior Code provisions were granted, and core ethical principles remain unchanged.

Frequently Asked Questions

The main purpose of this 8-K filing is to inform investors that Fifth Third Bancorp has updated and adopted a new Code of Business Conduct and Ethics. This reflects the company's commitment to maintaining strong ethical standards and providing clear guidance to its employees and leadership.

While the filing states that the overriding ethical principles remain substantively unchanged, the revisions clarify and update guidance on specific areas such as insider trading, handling of confidential information, gift policies, personal finances, and political activities. A new requirement for employees to report serious criminal convictions has also been added.

No, the filing explicitly states that the revisions do not result in any waiver, explicit or implicit, of any provision of the Code for any officer, director, employee, or contractor. The fundamental ethical principles underpinning the prior Code remain intact.

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