Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A 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 (April 16, 2019) (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 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. ☐ Explanatory Note The purpose of this amendment is to add item 5.07(d) below regarding the frequency of shareholder votes on the compensation of executives. ************************************************** Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) As described in Item 5.07 below, Fifth Third’s shareholders approved the adoption of the Fifth Third Bancorp 2019 Incentive Compensation Plan (the “Plan”) at the annual meeting of shareholders on April 16, 2019. The Plan was adopted by Fifth Third’s Board of Directors on February 7, 2019, subject to shareholder approval. Now that shareholder approval has been obtained, the Plan is effective as of April 16, 2019. Subject to adjustment in certain circumstances, the Plan authorizes up to 40 million shares of common stock for issuance, plus shares that become available for issuance under the Plan from cancellations or forfeitures of awards under the Company’s prior plans. Any officer, employee, director, regional director or consultant of the Company or any of its subsidiaries or affiliates is eligible to receive an award under the Plan. Generally, grants may be made in any of the following forms: • Stock Appreciation Rights • Restricted Stock and Restricted Stock Units • Performance Shares and Performance Units • Stock Options • Awards under Deferred Compensation or Similar Plans • Annual Incentive Awards • Other Incentive Awards A detailed summary of the Plan appears on pages 80-92 of Fifth Third’s definitive proxy statement for its 2019 annual meeting of shareholders which was filed with the SEC on March 6, 2019. That summary is incorporated herein by reference. A copy of the Plan was included as Exhibit 4.3 to Fifth Third’s Form S-8 Registration Statement filed on April 16, 2019 (Registration Statement No. 333-230900), and is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K. Item 5.07. Submission of Matters to a Vote of Security Holders 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: Number of Common Shares For Against Abstain Broker Non-Vote Nicholas K. Akins 485,655,925 10,083,852 1,009,150 73,691,571 B. Evan Bayh III 480,561,687 15,161,132 1,026,098 73,691,581 Jorge L. Benitez 491,835,164 3,853,319 1,060,443 73,691,572 Katherine B. Blackburn 492,588,948 3,186,901 973,078 73,691,571 Emerson L. Brumback 492,875,219 2,848,208 1,025,499 73,691,572 Jerry W. Burris 493,313,632 2,374,508 1,060,784 73,691,574 Greg D. Carmichael 474,552,239 15,588,901 6,607,785 73,691,573 C. Bryan Daniels 493,405,934 2,285,481 1,057,511 73,691,572 Thomas H. Harvey 493,146,198 2,492,580 1,110,147 73,691,573 Gary R. Heminger 276,775,739 218,938,415 1,034,773 73,691,571 Jewell D. Hoover 493,454,232 2,285,170 1,009,525 73,691,571 Eileen A. Mallesch 482,361,627 13,427,806 959,491 73,691,574 Michael B. McCallister 489,384,371 6,331,023 1,033,530 73,691,574 Marsha C. Williams 478,541,128 17,251,580 956,220 73,691,570 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. (d) In light of the approval at the April 16, 2019 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 9.01. Financial Statements and Exhibits. Exhibit 10.1 Fifth Third Bancorp 2019 Incentive Compensation Plan. Incorporated by reference to Exhibit 4.3 to the registrant’s Form S-8 Registration Statement filed on April 16, 2019 (Registration Statement No. 333-230900). 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) June 20, 2019 By: /s/ Susan B. Zaunbrecher Susan B. Zaunbrecher Executive Vice President, Chief Legal Officer & Corporate Secretary