8-KLeadership ChangesCorporate ChangesExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Executive Changes (Sep 20, 2019)

Filed September 20, 2019For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

This 8-K filing from Fifth Third Bancorp (FITB) on September 20, 2019, primarily details two key corporate governance updates. Firstly, it announces committee assignments for two recently appointed directors, Thomas H. Harvey and C. Bryan Daniels, to key board committees including Audit, Nominating & Corporate Governance, and Risk & Compliance. These appointments are part of the ongoing integration and committee structuring following their initial board appointment earlier in the year. Secondly, the filing discloses the adoption of an amended and restated Code of Business Conduct and Ethics. The revisions, which are substantive in nature but do not waive any existing provisions, aim to clarify guidance on reporting issues, physical access procedures, and gift acceptance. A notable new provision prohibits employees from serving on public company boards. These updates reflect Fifth Third Bancorp's commitment to maintaining robust ethical standards and effective board oversight.

Key Highlights

  • 1Two new directors, Thomas H. Harvey and C. Bryan Daniels, have been assigned to important board committees.
  • 2Thomas H. Harvey appointed to Nominating & Corporate Governance and Risk & Compliance Committees.
  • 3C. Bryan Daniels appointed to Audit and Risk & Compliance Committees.
  • 4Fifth Third Bancorp has adopted an amended and restated Code of Business Conduct and Ethics.
  • 5Revisions to the Code of Ethics include updated guidance on reporting, physical access, and gifts.
  • 6A new provision in the Code prohibits employees from serving on public company boards of directors.
  • 7The amendments to the Code do not waive any existing ethical provisions for officers, directors, or employees.

Frequently Asked Questions

This 8-K reports two main governance changes: the appointment of two directors, Thomas H. Harvey and C. Bryan Daniels, to specific board committees, and the adoption of an amended and restated Code of Business Conduct and Ethics.

The committee assignments indicate the active participation of new directors in the oversight of critical company functions. Mr. Harvey joins the Nominating & Corporate Governance and Risk & Compliance Committees, while Mr. Daniels joins the Audit and Risk & Compliance Committees, reflecting their roles in shaping corporate strategy, risk management, and financial oversight.

The revised Code clarifies existing guidance on reporting issues, employee physical access procedures, and receiving gifts. Importantly, it introduces a general prohibition for employees serving on public company boards of directors.

The revisions update and clarify existing topics and add a new prohibition. However, the filing states that these amendments do not result in any waiver of provisions from the prior Code for any officer, director, employee, or contractor. The overriding ethical principles remain substantively unchanged.