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): April 14, 2020   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)) 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 1/1000 th 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.    ☐     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 5.07. Submission of Matters to a Vote of Security Holders. On April 14, 2020, 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 2021:   Number of Common Shares     For     Against     Abstain     Broker Non-Vote   Nicholas K. Akins     531,096,441       8,091,593       692,932       80,750,082   B. Evan Bayh III     529,824,131       9,439,545       617,290       80,750,082   Jorge L. Benitez     535,466,641       3,821,828       592,497       80,750,082   Katherine B. Blackburn     536,409,321       2,906,513       565,132       80,750,082   Emerson L. Brumback     527,442,213       11,747,082       691,671       80,750,082   Jerry W. Burris     536,639,323       2,576,586       665,057       80,750,082   Greg D. Carmichael     507,010,547       31,573,544       1,296,875       80,750,082   C. Bryan Daniels     536,847,061       2,409,623       622,282       80,750,082   Thomas H. Harvey     536,050,282       3,279,828       550,856       80,750,082   Gary R. Heminger     515,607,603       23,646,168       625,195       80,750,082   Jewell D. Hoover     529,299,376       9,931,249       650,341       80,750,082   Eileen A. Mallesch     532,956,664       6,312,908       611,394       80,750,082   Michael B. McCallister     532,151,899       7,028,473       700,594       80,750,082   Marsha C. Williams     523,749,632       15,574,030       557,304       80,750,082   2. The appointment of the firm of Deloitte & Touche LLP to serve as the independent external audit firm for Fifth Third Bancorp for the year 2020 was approved by a vote of the common shareholders of 593,377,871 for, 26,320,395 against, and 932,782 abstain, with no broker non-votes. 3. Executive compensation was approved by an advisory vote of the common shareholders of 503,602,666 for, 35,080,584 against, and 1,197,716 abstain, with 80,750,082 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 525,837,591 for every 1 year, 783,631 for every 2 years, and 12,413,496 for every 3 years, and 846,248 abstain, with 80,750,082 broker non-votes. (d)    In light of the approval at the April 14, 2020 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.     FIFTH THIRD BANCORP (Registrant)               June 16, 2020         By:   /s/ SUSAN B. ZAUNBRECHER       Susan B. Zaunbrecher       Executive Vice President, Chief Legal Officer & Corporate Secretary