Shareholder Vote

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 15, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio   001-33653   31-0854434 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.) Fifth Third Center 38 Fountain Square Plaza , Cincinnati , Ohio 45263 (Address of Principal Executive Offices) (Zip Code) ( 800 ) 972-3030 (Registrant's 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)      ☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)      ☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)      ☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))      ☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, Without Par Value   FITB   The NASDAQ  Stock Market LLC 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   FITBI   The NASDAQ  Stock Market LLC Depositary Shares Representing a 1/40th Ownership Interest in a Share of 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A   FITBP   The NASDAQ  Stock Market LLC Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 4.95% Non-Cumulative Perpetual Preferred Stock, Series K   FITBO   The NASDAQ  Stock Market LLC 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     Submission of Matters to a Vote of Security Holders. On April 15, 2025, Fifth Third Bancorp (the “Company”) held its Annual Meeting of Shareholders. The results of shareholder voting on the proposals presented were as follows: 1. Election of thirteen members of the Board of Directors to serve until the Annual Meeting of Shareholders in 2026: Number of Votes of Series A, Class B Preferred Stock (the “Preferred Shareholders”) and Common Shares Voting Together as a Class Votes For Votes Against Abstain Broker Non-Vote Nicholas K. Akins 519,158,028 15,348,765 534,351 73,043,618 B. Evan Bayh III 517,250,767 17,218,287 572,090 73,043,618 Jorge L. Benitez 531,345,448 3,139,779 555,917 73,043,618 Katherine B. Blackburn 525,725,435 8,402,939 912,770 73,043,618 Linda W. Clement-Holmes 532,083,916 2,407,949 549,279 73,043,618 C. Bryan Daniels 532,244,039 2,276,565 520,540 73,043,618 Laurent Desmangles 526,543,640 7,548,181 949,323 73,043,618 Mitchell S. Feiger 526,597,648 7,905,911 537,585 73,043,618 Thomas H. Harvey 495,473,253 39,027,813 540,078 73,043,618 Gary R. Heminger 512,748,088 21,766,306 526,750 73,043,618 Eileen A. Mallesch 530,616,056 3,897,806 527,282 73,043,618 Kathleen A. Rogers 532,865,000 1,635,634 540,510 73,043,618 Timothy N. Spence 505,593,304 27,330,022 2,117,818 73,043,618 2. The ratification and appointment of the firm of Deloitte & Touche LLP to serve as the independent external audit firm for Company for the year 2025 was approved by a vote of the common shareholders and the Preferred Shareholders of 580,077,358 votes for, 27,121,640 votes against, and 885,764 abstain, with no broker non-votes. 3. Executive compensation was approved by an advisory vote of the common shareholders and the Preferred Shareholders of 507,675,415 votes for, 26,167,073 votes against, and 1,198,656 abstain, with 73,043,618 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. FIFTH THIRD BANCORP (Registrant) Date: April 17, 2025 By: /s/ SUSAN B. ZAUNBRECHER Susan B. Zaunbrecher Executive Vice President, Chief Legal Officer