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): January 24, 2020
(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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective January 24, 2020, the Board of Directors (the “Board”) of Fifth Third Bancorp (the “Company”) amended and restated its Regulations (as so amended, the “Regulations”) to implement proxy access and make certain other changes summarized below. Proxy access will first be available to shareholders in connection with the Company’s 2021 annual meeting of shareholders.
A new Section 12 of Article II of the Regulations permits a shareholder, or a group of up to 20 shareholders, who has continuously owned at least 3% of the Company’s outstanding common stock for at least 3 years to nominate and include in the Company’s annual meeting proxy materials director nominees constituting up to 20% of the total number of directors serving on the Board. Such nominations are subject to disclosure, eligibility and procedural requirements as set forth in Section 12 of Article II, including the requirement that the notice of such nominations must be submitted no earlier than the 150th day and no later than the 120th day prior to the anniversary date of the previous year’s annual proxy materials mailing.
In addition, a number of non-substantive, ministerial, clarifying and conforming changes have been made throughout the Regulations.
The foregoing summary is qualified in its entirety by reference to the Regulations, a copy of which is attached hereto as Exhibit 3.2 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit 3.2 | Regulations of Fifth Third Bancorp, as Amended as of January 24, 2020 | |||
Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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) | ||||||
January 27, 2020 | By: | /s/ SUSAN B. ZAUNBRECHER | ||||
Susan B. Zaunbrecher | ||||||
Executive Vice President, Chief | ||||||
Legal Officer & Corporate Secretary | ||||||