8-K

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): November 4, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 4, 2020, Tayfun Tuzun resigned as Executive Vice President and Chief Financial Officer of the Company, effective as of November 9, 2020.

On November 4, 2020, the Board of Directors of the Company appointed James C. Leonard as Executive Vice President and Chief Financial Officer of the Company, effective as of November 9, 2020.

Mr. Leonard’s prior business experience is described in the section titled, “Information About Our Executive Officers” of the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2019 and is hereby incorporated by reference.

There are no arrangements or understandings between Mr. Leonard and any other person pursuant to which he was elected as an officer of the Company, and there are no family relationships between Mr. Leonard and any of the Company’s other directors or executive officers. There are no transactions in which Mr. Leonard has a direct or indirect interest that would be required to be disclosed under Item 404(a) of Regulation S-K.

A copy of the related press release is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 – Press release dated November 9, 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)
Date: November 9, 2020	/s/ SUSAN B. ZAUNBRECHER
	Susan B. Zaunbrecher
	Executive Vice President and Chief Legal Officer

EX-99.1

NEWS RELEASE

CONTACTS    

Ed Loyd (Media Relations)    November 9, 2020

Edgar.Loyd@53.com | 513-534-NEWS    

Chris Doll (Investor Relations)

Christopher.Doll@53.com | 513-534-2345    

Fifth Third Announces the Appointment of Jamie Leonard as

Chief Financial Officer

CINCINNATI – Fifth Third Bancorp (Nasdaq: FITB) today announced the appointment of Jamie Leonard as chief financial officer, effective immediately. The company also announced the appointment of Bob Shaffer as chief risk officer, to succeed Leonard, and Peg Jula as chief human resources officer, succeeding Shaffer.

“Jamie has played a critical role in our risk management and treasury activities, and we are fortunate to have someone with his experience and skills who can seamlessly step into the chief financial officer role at Fifth Third,” said Greg D. Carmichael, Fifth Third’s chairman and chief executive officer. “Jamie’s vast knowledge of our financial performance is unrivaled, as is his astute ability to identify and manage risk. These attributes will continue to serve our shareholders, customers, employees and communities extremely well.”

Leonard, who joined Fifth Third in 1999, most recently served as chief risk officer and has had led Bank-wide initiatives for managing risk and sustaining a strong risk culture. He has had oversight of all critical risk functions and responsibility for the Bank’s governance and strategy for risk management, including relationships with key regulatory agencies. Leonard previously served as Fifth Third’s treasurer, overseeing the Bank’s investment portfolio, funding and liquidity, capital management and investor relations. Prior to that, he was director of business planning and analysis, and led the finance teams supporting numerous lines of business. Leonard will continue to report to Carmichael.

Leonard replaces Tayfun Tuzun, who will be assuming the role of chief financial officer at the BMO Financial Group, a leading international bank. “Tayfun, who has led finance with grace, skill and wisdom, is leaving the Bank to continue his own professional growth,” said Carmichael. “We appreciate his clear leadership, including strengthening our balance sheet to perform well even during challenging economic environments. We wish him the best in his new endeavors as he leaves the Fifth Third family.”

“I have greatly enjoyed the opportunity to contribute to the tremendous success of Fifth Third and its employees,” said Tuzun. “I’m confident that the strength of Fifth Third’s strategy and leadership team will see many further successes in the future.”

Succeeding Leonard as chief risk officer, Bob Shaffer brings deep experience to the role, from his leadership as the Bank’s chief human resources officer since 2017 and nearly a decade as the Bank’s chief auditor, beginning in 2007. Shaffer’s attention to detail, skill at tackling tough issues and bold, collaborative leadership have distinguished him during his tenure at Fifth Third. Before joining the Bank in 2002, Shaffer was a partner in Andersen’s Business Advisory Practice in Chicago, where he specialized in the audit of public companies in the financial services industry. He also served as head of the United States Central Region’s Operational Risk Management Consulting Practice. Shaffer will continue to report to Carmichael.

NEWS RELEASE

Richard Stein, who continues as chief credit officer, will now report directly to Carmichael. Stein possesses over 20 years of experience in the banking industry and has served in this critical role for Fifth Third since early 2018.

Peg Jula succeeds Shaffer as chief human resources officer, reporting to Carmichael. Jula joined Fifth Third in 1991 and has long been a valued leader of the Bank’s Human Capital team. Her passion, commitment, depth and breadth of human capital expertise is exemplary. Jula has held numerous HR leadership roles, including talent acquisition, learning and development, and HR operations and employee services. Her career at Fifth Third has been characterized by her tireless efforts to recruit, retain and advance employees to ensure the present and future success of the Bank.

About Fifth Third

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio, and the indirect parent company of Fifth Third Bank, National Association, a federally chartered institution. As of September 30, 2020, the Company had $202 billion in assets and operates 1,122 full-service Banking Centers, and 2,414 Fifth Third branded ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Georgia, North Carolina and South Carolina. In total, Fifth Third provides its customers with access to approximately 52,000 fee-free ATMs across the United States. Fifth Third operates four main businesses: Commercial Banking, Branch Banking, Consumer Lending, and Wealth & Asset Management. Fifth Third is among the largest money managers in the Midwest and, as of September 30, 2020, had $422 billion in assets under care, of which it managed $53 billion for individuals, corporations and not-for-profit organizations through its Trust and Registered Investment Advisory businesses. Investor information and press releases can be viewed at www.53.com.  Fifth Third’s common stock is traded on the NASDAQ® Global Select Market under the symbol “FITB.”

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XML

Cover Page	Nov. 04, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 04, 2020
Entity Registrant Name	Fifth Third Bancorp
Amendment Flag	false
Entity Central Index Key	0000035527
Entity Incorporation, State or Country Code	OH
Entity File Number	001-33653
Entity Tax Identification Number	31-0854434
Entity Address, Address Line One	Fifth Third Center
Entity Address, Address Line Two	38 Fountain Square Plaza
Entity Address, City or Town	Cincinnati
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45263
City Area Code	800
Local Phone Number	972-3030
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, Without Par Value
Trading Symbol	FITB
Security Exchange Name	NASDAQ
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
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock
Trading Symbol	FITBI
Security Exchange Name	NASDAQ
Depositary Shares Representing a 1/40th Ownership Interest in a Share of 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares Representing a 1/40th Ownership Interest in a Share of 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A
Trading Symbol	FITBP
Security Exchange Name	NASDAQ
Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 4.95% Non-Cumulative Perpetual Preferred Stock, Series K
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 4.95% Non-Cumulative Perpetual Preferred Stock, Series K
Trading Symbol	FITBO
Security Exchange Name	NASDAQ