8-K/ALeadership ChangesExhibits & Filings

FIFTH THIRD BANCORP 8-K/A Report, Executive Changes (Jul 3, 2019)

Filed July 3, 2019For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on July 3, 2019, primarily detailing an agreement to retain Teresa Tanner, Executive Vice President and Chief Administrative Officer, beyond her initially planned retirement date. Ms. Tanner, who had announced her retirement for May 16, 2019, will now defer her retirement until July 1, 2021, to assist with specific projects initiated under her leadership. This agreement involves a transition to a Special Advisor role. Investors should note the terms of her continued compensation, including a lump sum payment, monthly base salary, and continued equity award vesting. Additionally, Ms. Tanner will be subject to a non-competition clause for 36 months post-July 1, 2019, and will not participate in other company compensation plans.

Key Highlights

  • 1Teresa Tanner, EVP and Chief Administrative Officer, will defer retirement until July 1, 2021.
  • 2Ms. Tanner will transition to a Special Advisor role to assist with ongoing projects.
  • 3She will receive a lump sum payment of $390,000, subject to a release agreement.
  • 4Ms. Tanner will also receive a monthly base salary of $48,750 during the advisory period.
  • 5Outstanding equity awards will continue to vest according to the agreement's terms.
  • 6Ms. Tanner will be subject to a 36-month non-competition covenant effective July 1, 2019.
  • 7She will not be eligible for other company compensation plans, including severance and variable compensation.

Frequently Asked Questions

Teresa Tanner is deferring her retirement to continue assisting Fifth Third Bancorp with the completion of specific projects initiated under her tenure as Chief Administrative Officer.

Ms. Tanner will receive a lump sum payment of $390,000, a monthly base salary of $48,750, and continued vesting of her outstanding equity awards through July 1, 2021. However, she will not participate in other company compensation plans like severance or variable compensation.

Yes, Ms. Tanner has agreed to a non-competition covenant that prohibits her from competing with Fifth Third Bancorp for a period of 36 months, starting from July 1, 2019.

Exhibit 10.1 is the actual Agreement between Fifth Third Bancorp and Teresa Tanner, which details the terms of her continued service. Exhibit 99.1 is a press release from May 20, 2019, previously filed, which may provide additional context on her initial retirement notice.