Current Report Filing (8-k)
June 20 2019 - 4:17PM
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): June 18, 2019
(Exact name of registrant as specified in its charter)
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Ohio
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001-33653
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31-0854434
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(State or other jurisdiction
of incorporation)
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, Without Par Value
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FITB
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The NASDAQ Stock Market LLC
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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
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FITBI
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The NASDAQ Stock Market LLC
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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 5.03
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Amendments to Articles of Incorporation or Bylaws
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On June 19, 2019, Fifth Third filed a Certificate of Amendment to its Amended Articles of Incorporation, as amended, for the purpose of
amending and restating its Articles of Incorporation to consolidate its original Articles of Incorporation and all previously adopted amendments and to eliminate provisions relating to several series of its preferred stock that it had previously
redeemed. The Certificate of Amendment became effective upon filing, and a copy of the Amended Articles of Incorporation as amended and restated is filed as Exhibit 3.1 to this Current Report on Form
8-K.
On June 18, 2019, 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 22 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 JPMorgan Chase Bank, National Association, London Branch on March 11, 2019. Fifth Third announced this new authorization in a press release dated June 18, 2019 that is attached
hereto as Exhibit 99.1.
Item 9.01
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Financial Statements and Exhibits
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Exhibit 3.1
Amended Articles of Incorporation of Fifth Third Bancorp
Exhibit 99.1
Press Release dated June 18, 2019.
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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June 20, 2019
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By:
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/s/ Susan B. Zaunbrecher
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Susan B. Zaunbrecher
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Executive Vice President, Chief Legal
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Officer & Corporate Secretary
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