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 19, 2016

 

 

FIFTH THIRD BANCORP

(Exact Name of Registrant as Specified in Its Charter)

 

 

OHIO

(State or Other Jurisdiction of Incorporation)

 

001-33653		31-0854434
(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))

 

 

 

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Item 5.07

Submission of Matters to a Vote of Security Holders

On April 19, 2016, 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 10, 2016, 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 members of the Board of Directors to serve until the Annual Meeting of Shareholders in 2017:

 

		Number of Common Shares
		For				Against				Abstain				Broker Non-Vote
Nicholas K. Akins			595,800,303				9,007,302				1,003,979				77,519,263
B. Evan Bayh III			597,055,687				7,774,684				981,182				77,519,294
Jorge L. Benitez			602,061,076				2,706,721				1,043,785				77,519,265
Katherine B. Blackburn			601,389,584				3,468,704				953,298				77,519,261
Emerson L. Brumback			602,028,735				2,789,529				993,321				77,519,262
Greg D. Carmichael			600,791,395				3,566,642				1,453,550				77,519,260
Gary R. Heminger			588,768,274				15,929,231				1,114,078				77,519,264
Jewell D. Hoover			601,916,226				2,834,621				1,060,736				77,519,264
Michael B. McCallister			598,485,265				6,258,545				1,067,773				77,519,264
Hendrik G. Meijer			588,846,312				15,947,545				1,017,729				77,519,261
Marsha C. Williams			594,460,428				10,297,222				1,053,932				77,519,265

2. Approval of the appointment of the firm of Deloitte & Touche LLP to serve as the independent external audit firm for Fifth Third Bancorp for the year 2016 was approved by a vote of the common shareholders of 660,346,083 for, 22,021,549 against, and 963,215 abstain, with no broker non-votes.

3. The advisory vote on executive compensation was approved by a vote of the common shareholders of 558,532,723 for, 44,757,147 against, and 2,520,579 abstain, with 77,520,398 broker non-votes.

4. 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 552,407,859 for every 1 year, 3,018,211 for every 2 years, and 49,029,582 for every 3 years, and 1,354,795 abstain, with 77,520,400 broker non-votes.

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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)
April 20, 2016				/s/ Heather Russell Koenig
				Heather Russell Koenig
				Executive Vice President, Chief Legal Officer and Corporate Secretary