News Column

FIFTH THIRD BANCORP FILES (8-K/A) Disclosing Submission of Matters to a Vote of Security Holders, Other Events

July 9, 2014



Item 5.07 Submission of Matters to a Vote of Security Holders

The purpose of this amendment is to add item (d) below regarding the frequency of shareholder votes on the compensation of executives.

************************************************** On April 15, 2014, Fifth Third Bancorp held its Annual Meeting of Shareholders for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders voted on the following proposals stated in the Proxy Statement dated March 6, 2014, which is incorporated by reference herein.



The proposals voted on and approved or disapproved by the shareholders at the Annual Meeting were as follows:

1. Election of all of the Board of Directors to serve until the Annual Meeting of Shareholders in 2015. Number of Common Shares Broker For Against Abstain Non-Vote Nicholas K. Akins 639,548,535 2,887,159 1,096,684 82,832,226 B. Evan Bayh III 629,824,167 12,702,408 1,005,800 82,832,229 Ulysses L. Bridgeman, Jr. 639,005,571 3,393,340 1,133,465 82,832,228 Emerson L. Brumback 637,003,118 5,413,019 1,116,239 82,832,228 James P. Hackett 633,775,550 8,458,411 1,298,418 82,832,225 Gary R. Heminger 525,468,823 116,892,646 1,170,910 82,832,225 Jewell D. Hoover 636,703,250 5,570,661 1,258,461 82,832,232 Kevin T. Kabat 638,703,088 3,890,679 938,611 82,832,226 Mitchel D. Livingston, Ph.D 633,509,713 8,849,746 1,172,915 82,832,230 Michael B. McCallister 636,611,426 5,936,947 984,003 82,832,228 Hendrik G. Meijer 636,053,964 6,346,808 1,131,605 82,832,227 Marsha C. Williams 635,779,062 6,890,990 862,323 82,832,229 2. The appointment of the firm Deloitte & Touche LLP to serve as the



independent registered public accounting firm for Fifth Third Bancorp for

the year 2014 was approved by a vote of the common shareholders of

712,379,048 for, 12,860,014 against, and 1,125,542 abstain, with no broker

non-votes.



3. The proposal described in the proxy statement to approve the Fifth Third

Bancorp 2014 Incentive Compensation Plan, including the issuance of up to

an additional 36,000,000 shares of common stock thereunder was approved by

a vote of the common shareholders of 609,966,981 for, 30,965,347 against,

and 2,598,831 abstain, with 82,833,445 broker non-votes.

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4. The advisory vote on executive compensation was approved by a vote of the

common shareholders of 607,474,815 for, 32,547,555 against, and 3,508,786

abstain, with 82,833,448 broker non-votes. 5. In the advisory vote to determine whether the shareholder vote on the compensation of executives will occur every 1, 2, or 3 years, every 1 year



was approved by a vote of the common shareholders of 558,666,359 for every

1 year, 3,269,081 for every 2 years, 79,839,535 for every 3 years, and 1,756,173 abstain, with 82,833,456 broker non-votes. ************************************************** (d) In light of the approval at the April 15, 2014 Annual Meeting by its shareholders in an advisory vote of its recommendation to hold an advisory vote for the approval of the compensation of the named executive officers every 1 year, Fifth Third will include a shareholder vote on the compensation of executives in its proxy materials every 1 year until its next vote on the frequency of shareholder votes on the compensation of executives. **************************************************



Item 8.01 Other Events

Following the retirement of William Isaac at the Annual Meeting of the Shareholders, the Board of Directors has elected James P. Hackett as the Chairman of the Board of Directors. Additionally, the Board elected Marsha Williams as the Lead Director of the Board of Directors to replace Mr. Hackett.

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Source: Edgar Glimpses


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