Edgar Filing: FIFTH THIRD BANCORP

FIFTH THIRD BANCORP

(Registrant)

June 19, 2013

/s/ PAUL L. REYNOLDS

Paul L. Reynolds

Executive Vice President, Secretary and

Chief Risk Officer

Form 8-K/A

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): April 16, 2013

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))

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.

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On April 16, 2013, 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 7, 2013, which is incorporated by reference herein.

The proposals voted on by the shareholders at the Annual Meeting were as follows:

Election of all of the Board of Directors to serve until the Annual Meeting of Shareholders in 2014.


	Number of Common Shares
	For		Against		Abstain		Broker Non-Votes
Darryl F. Allen		669,344,386		10,931,697		1,039,530		79,424,392
B. Evan Bayh III		665,335,862		15,086,143		893,611		79,424,389
Ulysses L. Bridgeman, Jr.		674,329,209		5,923,702		1,062,704		79,424,390
Emerson L. Brumback		666,674,834		13,579,975		1,060,808		79,424,388
James P. Hackett		669,192,614		11,054,633		1,068,372		79,424,386
Gary R. Heminger		665,836,123		14,439,672		1,039,821		79,424,389
Jewell D. Hoover		674,848,492		5,350,819		1,116,280		79,424,414
William M. Isaac		674,768,907		5,594,066		952,641		79,424,391
Kevin T. Kabat		672,294,575		8,349,276		671,763		79,424,391
Mitchel D. Livingston, Ph.D		661,983,751		18,020,177		1,051,260		79,684,817
Michael B. McCallister		672,471,801		7,770,058		1,073,759		79,424,387
Hendrik G. Meijer		662,733,877		17,614,426		967,314		79,424,388
John J. Schiff, Jr.		671,373,189		8,930,122		1,012,306		79,424,388
Marsha C. Williams		664,685,490		15,579,154		1,050,977		79,424,384

The appointment of the firm Deloitte & Touche LLP to serve as the independent registered public accounting firm for Fifth Third Bancorp for the year 2013 was approved by a vote of 745,216,706 for, 14,586,068 against, and 937,231 abstain, with no broker non-votes.

The advisory vote on executive compensation was approved by a vote of 639,652,328 for, 38,774,600 against, and 2,887,232 abstain, with 79,425,845 broker non-votes.

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 579,380,470 for every 1 year, 6,390,538 for every 2 years, 93,640,457 for every 3 years, and 1,902,690 abstain, with 81,328,540 broker non-votes.

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(d) In light of the approval at the April 16, 2013 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.

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.