8-KShareholder MattersRegulation FDExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Shareholder Vote Results (Jan 6, 2026)

Filed January 6, 2026For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) has successfully obtained shareholder approval for the issuance of its common stock in connection with the proposed acquisition of Comerica Incorporated. The special meeting of Fifth Third shareholders saw a strong turnout, with over 80% of voting power represented. The stock issuance proposal, critical for satisfying NASDAQ listing rules requiring shareholder approval for stock issuances exceeding 20% of outstanding shares, passed overwhelmingly. Shareholders also approved a proposal to adjourn the meeting if necessary, although this measure was ultimately not required due to the strong support for the stock issuance. The results indicate significant shareholder confidence in the strategic move to acquire Comerica.

Key Highlights

  • 1Shareholder approval secured for the issuance of Fifth Third Bancorp (FITB) common stock related to the Comerica acquisition.
  • 2The stock issuance proposal passed with a substantial majority, indicating strong shareholder support for the merger.
  • 3The approval is crucial for meeting NASDAQ Rule 5635(d) concerning stock issuances exceeding 20% of outstanding shares.
  • 4A high level of shareholder participation was observed, with over 80% of voting power represented at the special meeting.
  • 5The adjournment proposal was also approved, providing flexibility, though it was not ultimately needed.
  • 6Fifth Third Bancorp and Comerica have jointly announced the meeting results via press release.

Frequently Asked Questions

The primary purpose of the special shareholder meeting was to obtain Fifth Third Bancorp's shareholder approval for the issuance of its common stock as part of the merger consideration for the proposed acquisition of Comerica Incorporated. This approval is necessary to comply with NASDAQ listing rules.

Yes, Fifth Third Bancorp shareholders overwhelmingly approved the proposal to issue Fifth Third common stock in connection with the merger with Comerica. This signifies strong shareholder backing for the transaction.

Yes, a quorum was present at the special meeting. A total of 536,090,267 shares of Fifth Third common stock and 3,651,965 depositary shares representing preferred stock were present, constituting 80.84% of the total voting power.

The key implication is that Fifth Third Bancorp has secured a critical shareholder approval needed to proceed with the acquisition of Comerica. The strong support suggests continued investor confidence in the strategic rationale of the merger.