8-KCorporate ChangesExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Bylaw Amendment (Aug 26, 2019)

Filed August 26, 2019For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on August 26, 2019, detailing significant corporate governance updates driven by its merger with MB Financial, Inc. The primary focus of this filing is the official establishment and terms of a new series of Class B Preferred Stock, specifically the 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A. This new class of stock is earmarked for issuance to holders of MB Financial's equivalent preferred stock as part of the merger consideration. The effective date of these amendments aligns with the completion of the MB Financial merger, underscoring the strategic integration occurring at Fifth Third. Beyond the new preferred stock issuance, the filing also announces amendments to Fifth Third's Code of Regulations, which became effective upon the merger's completion. Key changes include granting shareholders holding at least 25% of outstanding voting shares the right to call a special meeting. Additionally, the regulations clarify that shareholder voting rights, quorum requirements, and approvals are generally determined by voting power rather than the sheer number of shares. The size of the Board of Directors can also be adjusted by a majority of the represented voting power. These changes reflect a recalibration of corporate governance to accommodate the expanded entity and provide shareholders with enhanced rights regarding meeting calls and board composition.

Key Highlights

  • 1Fifth Third Bancorp established a new 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A.
  • 2This new preferred stock will be issued to former holders of MB Financial, Inc.'s 6.00% Non-Cumulative Perpetual Preferred Stock, Series C as part of the merger.
  • 3The merger between Fifth Third Bancorp and MB Financial, Inc. became effective on August 26, 2019.
  • 4Amendments to Fifth Third's Code of Regulations became effective on August 26, 2019, contingent upon the merger.
  • 5Shareholders holding at least 25% of outstanding voting shares now have the right to call a special meeting.
  • 6Voting rights, quorum requirements, and shareholder approval thresholds are now based on voting power, not solely the number of shares.
  • 7The number of Board of Directors members can be changed by holders of a majority of the represented voting power.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the official establishment of Fifth Third Bancorp's new Class B Preferred Stock series and amendments to its Code of Regulations, both of which are directly related to the completion of its merger with MB Financial, Inc.

The new Class B Preferred Stock will be issued to the holders of MB Financial, Inc.'s 6.00% Non-Cumulative Perpetual Preferred Stock, Series C, as part of the merger transaction.

Key changes include empowering shareholders with at least 25% of voting shares to call a special meeting, clarifying that voting rights and approvals are based on voting power rather than share count, and allowing for board size adjustments based on the majority of represented voting power.

Both the Certificate of Amendment for the Class B Preferred Stock and the Amended Regulations became effective on August 26, 2019, coinciding with the effective date of the merger with MB Financial, Inc.