Item 5.07.
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Submission of Matters to a Vote of Security Holders
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On April 16, 2019, 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
2020:
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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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485,655,925
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10,083,852
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1,009,150
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73,691,571
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B. Evan Bayh III
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480,561,687
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15,161,132
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1,026,098
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73,691,581
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Jorge L. Benitez
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491,835,164
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3,853,319
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1,060,443
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73,691,572
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Katherine B. Blackburn
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492,588,948
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3,186,901
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973,078
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73,691,571
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Emerson L. Brumback
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492,875,219
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2,848,208
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1,025,499
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73,691,572
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Jerry W. Burris
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493,313,632
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2,374,508
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1,060,784
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73,691,574
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Greg D. Carmichael
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474,552,239
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15,588,901
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6,607,785
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73,691,573
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C. Bryan Daniels
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493,405,934
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2,285,481
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1,057,511
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73,691,572
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Thomas H. Harvey
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493,146,198
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2,492,580
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1,110,147
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73,691,573
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Gary R. Heminger
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276,775,739
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218,938,415
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1,034,773
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73,691,571
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Jewell D. Hoover
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493,454,232
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2,285,170
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1,009,525
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73,691,571
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Eileen A. Mallesch
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482,361,627
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13,427,806
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959,491
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73,691,574
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Michael B. McCallister
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489,384,371
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6,331,023
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1,033,530
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73,691,574
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Marsha C. Williams
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478,541,128
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17,251,580
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956,220
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73,691,570
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2. Approval of the appointment of the firm of Deloitte & Touche LLP to serve as the independent
external audit firm for the Company for the year 2019 was approved by a vote of the common shareholders of 544,871,925 for, 24,908,365 against, and 660,208 abstain, with no broker
non-votes.
3. Executive compensation was approved by an advisory vote of the common shareholders of 457,890,581 for, 37,475,682 against, and 1,381,896
abstain, with 73,692,339 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 479,280,757 for every 1 year, 2,190,955 for every 2 years, and 14,191,948 for every 3 years, and 1,084,506 abstain, with 73,692,332 broker
non-votes.
5. The proposal to approve the Fifth Third Bancorp 2019 Incentive Compensation Plan,
including the issuance of shares of common stock authorized thereunder, was approved by a vote of the common shareholders of 447,415,220 for, 47,720,355 against, and 1,612,588 abstain, with 73,692,335 broker
non-votes.
6. The proposal to amend the Fifth Third Bancorp Articles of Incorporation to
authorize a new class of preferred stock was approved by a vote of the common shareholders of 464,085,710 for, 31,020,408 against, and 1,642,791 abstain, with 73,691,589 broker
non-votes.