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FITB > SEC Filings for FITB > Form 8-K/A on 9-Jul-2014All Recent SEC Filings

Show all filings for FIFTH THIRD BANCORP



Submission of Matters to a Vote of Security Holders, Other Events

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
                                            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.

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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