Current Report Filing (8-k)
February 27 2018 - 5:11PM
Edgar (US Regulatory)
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): February 27, 2018
(Exact Name of Registrant as Specified in Its Charter)
Ohio
(State or Other
Jurisdiction of Incorporation)
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001-33653
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31-0854434
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(Commission File Number)
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(IRS Employer Identification No.)
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Fifth Third Center
38 Fountain Square Plaza, Cincinnati, Ohio
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45263
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(Address of Principal Executive Offices)
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(Zip Code)
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(800)
972-3030
(Registrants 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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☐
On February 27, 2018, Fifth Thirds Board of Directors
authorized Fifth Third to repurchase up to 100 million shares of its outstanding common stock in the open market or in privately negotiated transactions, and to utilize any derivative or similar instrument to effect share repurchase
transactions (including without limitation, accelerated share repurchase contracts, equity forward transactions, equity option transactions, equity swap transactions, cap transactions, collar transactions, floor transactions or other similar
transactions or any combination of the foregoing transactions). This share repurchase authorization replaces the Boards previous authorization pursuant to which approximately 14.5 million shares remained available for repurchase by Fifth
Third and which is still subject to the final settlement of the previously announced share repurchase agreements Fifth Third entered into with Morgan Stanley & Co. LLC on December 15, 2017 and February 8, 2018. Fifth Third
announced this new authorization in a press release dated February 27, 2018 that is attached hereto as Exhibit 99.1.
Item 9.01
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Financial Statements and Exhibits
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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.
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FIFTH THIRD BANCORP
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(Registrant)
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February 27, 2018
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/s/ TAYFUN TUZUN
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Tayfun Tuzun
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Executive Vice President and Chief Financial
Officer
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