Current Report Filing (8-k)
April 19 2018 - 8:43AM
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): April 17, 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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☐
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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. ☐
Item 5.07
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Submission of Matters to a Vote of Security Holders
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On April 17, 2018, Fifth Third
Bancorp held its Annual Meeting of Shareholders.
The results of shareholder voting on the proposals presented were as follows:
1. Election of all members of the Board of Directors to serve until the Annual Meeting of Shareholders in 2019:
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Number of Common Shares
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For
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Against
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Abstain
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Broker
Non-Vote
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Nicholas K. Akins
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527,603,003
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5,548,978
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438,752
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70,600,712
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B. Evan Bayh III
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514,093,859
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19,071,020
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425,855
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70,600,711
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Jorge L. Benitez
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531,572,519
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1,373,978
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644,232
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70,600,716
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Katherine B. Blackburn
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528,188,277
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4,834,682
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567,784
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70,600,702
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Emerson L. Brumback
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531,582,993
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1,572,628
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624,966
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70,410,858
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Jerry W. Burris
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530,492,264
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2,479,573
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618,904
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70,600,704
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Greg D. Carmichael
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516,397,286
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15,237,812
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1,955,634
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70,600,713
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Gary R. Heminger
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422,275,842
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110,827,491
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487,409
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70,600,703
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Jewell D. Hoover
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531,440,261
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1,539,534
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610,939
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70,600,711
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Eileen A. Mallesch
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530,547,880
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2,460,563
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582,290
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70,600,712
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Michael B. McCallister
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530,909,239
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2,070,769
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610,726
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70,600,711
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Marsha C. Williams
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518,003,744
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14,988,922
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598,063
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70,600,716
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2. The appointment of the firm of Deloitte & Touche LLP to serve as the independent external audit
firm for Fifth Third Bancorp for the year 2018 was approved by a vote of the common shareholders of 582,864,877 for, 20,891,276 against, and 435,292 abstain, with no broker
non-votes.
3. Executive compensation was approved by an advisory vote of the common shareholders of 505,338,042 for, 27,201,644 against, and 1,050,233
abstain, with 70,601,526 broker
non-votes.
4. Holding a shareholder vote on the compensation of
executives every 1 year was approved by an advisory vote of the common shareholders of 514,927,841 for every 1 year, 2,997,304 for every 2 years, and 14,966,167 for every 3 years, and 698,603 abstain, with 70,601,530 broker
non-votes.
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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April 18, 2018
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By:
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/s/ JELENA MCWILLIAMS
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Jelena McWilliams
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Executive Vice President, Chief Legal
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Officer & Corporate Secretary
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