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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 17, 2020

 

IMAGE

FIFTH THIRD BANCORP

(Exact name of registrant as specified in its charter)

 

Ohio

 

001-33653

 

31-0854434

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Fifth Third Center

38 Fountain Square Plaza, Cincinnati, Ohio

 

45263

(Address of Principal Executive Offices)

 

(Zip Code)

(800) 972-3030

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, Without Par Value

 

FITB

 

The NASDAQ Stock Market LLC

         

Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I

 

FITBI

 

The NASDAQ Stock Market LLC

         

Depositary Shares Representing a 1/40th Ownership Interest in a Share of 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A

 

FITBP

 

The NASDAQ Stock Market LLC

         

Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 4.95% Non-Cumulative Perpetual Preferred Stock, Series K

 

FITBO

 

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On July 17, 2020, the Board of Directors of Fifth Third Bancorp appointed Linda W. Clement-Holmes as a Director. The Board of Directors also increased the size of the Board to fifteen Directors and appointed Ms. Clement-Holmes to fill the vacancy created by the increase. In addition, Ms. Clement-Holmes will serve on the Bancorp’s Technology Committee. A copy of the related press release is attached as Exhibit 99.1 hereto.

Ms. Clement-Holmes will receive compensation as a Director under Fifth Third’s Director Pay Program as disclosed in the Registrant’s definitive Proxy Statement filed with the Securities and Exchange Commission on March 4, 2020.

Item 9.01 Financial Statements and Exhibits.
 

Exhibit 99.1

   

Press release dated July 20, 2020 relating to the appointment of Linda W. Clement-Holmes as a Director of Fifth Third Bancorp and Fifth Third Bank, National Association

         
 

Exhibit 104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

FIFTH THIRD BANCORP

 

 

(Registrant)

             

July 20, 2020

 

 

By:

 

/s/ SUSAN B. ZAUNBRECHER

 

 

 

Susan B. Zaunbrecher

 

 

 

Executive Vice President, Chief

Legal Officer & Corporate Secretary

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