-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HsPm4YfSfUQdgFWPshH8eeS8zIVXlPjdT4vR6sU6eQbYzBZSb3eMjXODhXODNXqf WPwc+FSdcKm3sw+FDYrWug== 0000950152-96-000386.txt : 19960410 0000950152-96-000386.hdr.sgml : 19960410 ACCESSION NUMBER: 0000950152-96-000386 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960319 FILED AS OF DATE: 19960209 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIFTH THIRD BANCORP CENTRAL INDEX KEY: 0000035527 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 310854434 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-08076 FILM NUMBER: 96514078 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 DEF 14A 1 FIFTH THIRD BANK DEF 14A 1 SCHEDULE 14A (RULE 14A) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
FIFTH THIRD BANK (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) FIFTH THIRD BANK, VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT) Payment of Filing Fee (Check the appropriate box): / / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: Not Applicable (2) Aggregate number of securities to which transaction applies: Not Applicable (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): Not Applicable (4) Proposed maximum aggregate value of transaction: Not Applicable (5) Total fee paid: Not Applicable /X/ Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: Not Applicable (2) Form, Schedule or Registration Statement No.: Not Applicable (3) Filing Party: Not Applicable (4) Date Filed: Not Applicable 2 [INSERT HEADING] CINCINNATI, OHIO 45263 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS February 10, 1996 To the Stockholders of Fifth Third Bancorp: You are cordially invited to attend the Annual Meeting of the Stockholders of Fifth Third Bancorp to be held at the offices of The Fifth Third Bank, William S. Rowe Building, 38 Fountain Square Plaza, Cincinnati, Ohio on Tuesday, March 19, 1996 at 11:30 a.m. for the purposes of considering and acting upon the following: (1) Election of seven (7) Class I Directors to serve until the Annual Meeting of Stockholders in 1999. (2) The proposal described in the attached Proxy Statement to amend Article Fourth of the Amended Articles of Incorporation to increase the authorized number of shares of Common Stock, without par value, from 140,000,000 shares to 300,000,000 shares. The proposed Amendment is attached as Annex 1 to the Proxy Statement and incorporated therein by reference. (3) The proposal described in the Proxy Statement to adopt an amendment to the Amended 1990 Stock Option Plan to provide for various changes to the expiration and vesting sections. The proposed amendment to the Plan is attached as Annex 2 to the Proxy Statement and incorporated therein by reference. (4) Approval of the appointment of the firm of Deloitte & Touche LLP to serve as independent auditors for the Company for the year 1996. (5) Transaction of such other business that may properly come before the Meeting or any adjournment thereof. Stockholders of record at the close of business on February 1, 1996 will be entitled to vote at the Meeting. ALL PERSONS WHO FIND IT CONVENIENT TO DO SO ARE INVITED TO ATTEND THE MEETING IN PERSON. IN ANY EVENT, PLEASE SIGN AND RETURN THE ENCLOSED PROXY WITH THIS NOTICE AT YOUR EARLIEST CONVENIENCE. By Order of the Board of Directors MICHAEL K. KEATING Secretary 3 FIFTH THIRD BANCORP 38 FOUNTAIN SQUARE PLAZA CINCINNATI, OHIO 45263 PROXY STATEMENT The Board of Directors of Fifth Third Bancorp (the "Company") is soliciting proxies, the form of which is enclosed, for the Annual Meeting of Stockholders to be held on March 19, 1996. Each of the 100,447,368 shares of Common Stock outstanding on February 1, 1996 is entitled to one vote on all matters acted upon at the Meeting, and only Stockholders of record on the books of the Company at the close of business on February 1, 1996 will be entitled to vote at the Meeting, either in person or by proxy. The shares represented by all properly executed proxies which are sent to the Company will be voted as designated and each not designated will be voted affirmatively. Each person giving a proxy may revoke it by giving notice to the Company in writing or in open meeting at any time before it is voted. The laws of Ohio under which the Company is incorporated provide that if notice in writing is given by any Stockholder to the President, a Vice President, or the Secretary of the Company not less than forty-eight (48) hours before the time fixed for holding a meeting of Stockholders for the purpose of electing Directors that such Stockholder desires that the voting at such election shall be cumulative, and if an announcement of the giving of such notice is made upon the convening of the meeting by the Chairman or Secretary or by or on behalf of the Stockholder giving such notice, each Stockholder shall have the right to cumulate such voting power as he possesses in voting for Directors. The expense of soliciting proxies will be borne by the Company. Proxies will be solicited principally by mail, but may also be solicited by the Directors, Officers, and other regular employees of the Company, who will receive no compensation therefor in addition to their regular compensation. Brokers and others who hold stock on behalf of others will be asked to send proxy material to the beneficial owners of the stock, and the Company will reimburse them for their expenses. The Annual Report of the Company for the year 1995, including financial statements, has been mailed to all Stockholders. Such report and financial statements are not a part of this Proxy Statement. CERTAIN BENEFICIAL OWNERS Under Section 13(d) of the Securities Exchange Act of 1934, a beneficial owner of a security is any person who directly or indirectly has or shares voting power or investment power over such security. Such beneficial owner under this definition need not enjoy the economic benefit of such securities. The following are the only Stockholders deemed to be beneficial owners of 5% or more of the Common Stock of the Company as of December 31, 1995, which number of shares represents holdings after the 50% stock dividend declared payable January 12, 1996, to shareholders of record as of December 29, 1995:
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT TITLE OF CLASS BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS Common Stock Cincinnati Financial Corporation 20,377,299 (1) 20.16 6200 South Gilmore Fairfield, Ohio 45014 Common Stock Fifth Third Bancorp 8,555,202 (2) 8.47 Subsidiary Banks 38 Fountain Square Plaza Cincinnati, Ohio 45263 Common Stock The Western-Southern Life Insurance Co. 6,797,632 (3) 6.73 400 Broadway Cincinnati, Ohio 45202 Common Stock Ruane, Cunniff & Co., Inc. 767 Fifth Avenue, Suite 4701 6,789,690 6.72 New York, New York 10153
4 (1) Cincinnati Financial Corporation owns 15,576,673 shares of the Common Stock of the Company. Cincinnati Insurance Company, a subsidiary of Cincinnati Financial Corporation, owns 4,042,500 shares. Cincinnati Casualty Company, another subsidiary, owns 315,000 shares. Cincinnati Life Insurance Company, another subsidiary of Cincinnati Financial Corporation, owns 306,450 shares. In addition, Mr. John J. Schiff, Jr., a Director of the Company who is Chairman and Director of Cincinnati Financial Corporation, individually beneficially owns 108,247 shares and Mr. Robert B. Morgan, a Director of the Company, who is President and Director of Cincinnati Financial Corporation and Cincinnati Insurance Company individually beneficially owns 21,679 shares. Also affiliated is a trust in which John J. Schiff, Jr. and Thomas R. Schiff are trustees which owns 6,750 shares. (2) There are nine wholly-owned bank subsidiaries of the Company, which are beneficial owners of 4,739,845 shares. The banks hold these shares in a fiduciary capacity under numerous trust relationships none of which relates to more than 5% of the shares, and have sole or shared voting power, and sole or shared investment power over these shares. The banks also hold shares in a non-discretionary capacity, and disclaim any beneficial interest in all shares held in these capacities. (3) The Western-Southern Life Insurance Co. owns 997,082 shares of the Common Stock of the Company. Waslic Delaware Company II, a subsidiary of The Western-Southern Life Insurance Co., owns 5,777,775 shares. In addition, Mr. John F. Barrett, a Director, President and Chief Executive Officer of The Western-Southern Life Insurance Co., and a Director of the Company individually beneficially owns 22,775 shares. ELECTION OF DIRECTORS In accordance with the Company's Code of Regulations, the Board of Directors is classified into three classes as nearly equal in number as the then total number of Directors constituting the whole Board permits. Each class is to be elected to separate three year terms with each term expiring in different years. At each Annual Meeting the Directors or nominees constituting one class are elected for a three-year term. The term of those Directors listed below as Class I expires at the Annual Meeting on March 19, 1996 and this Class contains the nominees to be elected to serve until the Annual Meeting of Stockholders in 1999. Any vacancies that occur after the Directors are elected may be filled by the Board of Directors in accordance with law for the remainder of the full term of the vacant directorship. The Board of Directors intends to nominate for election as Class I Directors the seven persons listed below, all of whom are presently serving as Class I Directors of the Company. It is the intention of the persons named in the Proxy to vote for the election of all nominees named. If any nominee(s) shall be unable to serve, which is not now contemplated, the proxies will be voted for such substitute nominee(s) as the Board of Directors recommends. Nominees receiving the seven highest totals of votes cast in the election will be elected as directors. Proxies in the form solicited hereby which are returned to the Company will be voted in favor of the seven nominees specified below unless otherwise instructed by the stockholder. Abstentions and shares not voted by brokers and other entities holding shares on behalf of beneficial owners will not be counted and will have no effect on the outcome of the election. The following tables set forth information with respect to each Class I Director, all of whom are nominees for re-election at the Annual Meeting, and with respect to incumbent Directors in Classes II and III of the Board of Directors who are not nominees for re-election at the Annual Meeting. -2- 5 CLASS I DIRECTORS (Terms Expire 1996)
SHARES OF COMPANY COMMON STOCK BENEFICIALLY OWNED ON DECEMBER 31, 1995(1) DIRECTOR PERCENT NAME, AGE AND PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS SINCE NUMBER(4) OF CLASS ============================================================================================================ MILTON C. BOESEL, JR., 67, Counsel, Ritter, Robinson, McCready & James, 1989 16,172 .0160 Attorneys at Law, Toledo, Ohio, formerly, Ritter, Boesel and Robinson. THOMAS B. DONNELL, 49, Chairman, The Fifth Third Bank of Northwestern 1984 213,521 .2113 Ohio, National Association (Toledo, Ohio), the resulting institution from the November 12, 1991 merger of Fifth Third Bank of Northwestern Ohio, N.A., and Fifth Third Bank of Toledo, N.A. Formerly, Mr. Donnell was Chairman of The Fifth Third Bank of Northwestern Ohio, N.A. JOAN R. HERSCHEDE, 56, President and CEO of The Frank Herschede 1991 9,825 .0098 Company, retailer of jewelry, china, crystal and silver. WILLIAM G. KAGLER, 63, Retired as Chairman of Skyline Chili Inc., a 1983 23,467 .0232 restaurant and frozen food product manufacturer, since October, 1995. Formerly, Mr. Kagler was Chairman of the Executive Committee since November, 1994, and was Chairman, CEO and Director of Skyline Chili, Inc. since November, 1992 and President, Kagler & Associates, Inc., a consulting firm serving the food industry. Previously, Mr. Kagler was President, CEO and Director of Skyline Chili, Inc. Director of The Union Central Life Insurance Company, The Ryland Group, Inc., and Grand Union Company. JAMES D. KIGGEN, 63, Chairman and Chief Executive Officer and Director, 1982 35,420 .0350 Xtek, Inc., manufacturer of hardened steel parts, since November, 1995. Formerly, Mr. Kiggen was Chairman, President and Chief Executive Officer of Xtek, Inc. Director of Cincinnati Bell, Inc. and United States Playing Card Co. MICHAEL H. NORRIS, 59, Retired as President and Director, The Deerfield 1985 24,130 .0239 Manufacturing Company, a fabricator of sheet metal stampings, deep drawn parts and assemblies, and retired as Group Vice President and Director of The Ralph J. Stolle Company, since January, 1994. DENNIS J. SULLIVAN, JR., 63, Executive Counselor of Dan Pinger Public 1984 33,396 .0330 Relations, Inc., a public relations agency, since February, 1993. Formerly, Executive Vice President, Chief Financial Officer and Director of Cincinnati Bell, Inc. and Cincinnati Bell Telephone Company. Director of Associated Insurance Companies, Inc., and Access Corporation. CLASS II DIRECTORS (Terms Expire 1997) (3) JOHN F. BARRETT, 46, President, CEO and Director of The Western- 1988 22,775 .0225 Southern Life Insurance Co. since March, 1994. Formerly, President and COO, The Western-Southern Life Insurance Co. Director of Cincinnati Bell, Inc. RICHARD T. FARMER, 61, Chairman and Director, Cintas Corporation, a 1982 43,733 .0433 service company that designs, manufactures and implements corporate identity uniform programs, since August, 1995. Formerly, Mr. Farmer was Chairman, CEO and Director of Cintas Corporation. Director of Safety-Kleen Corp. (2) JOHN D. GEARY, 69, Retired as President, Midland Enterprises Inc., 1977 32,682 .0323 a company engaged in inland waterway transportation. (3) ROBERT B. MORGAN, 61, President, Chief Executive Officer and 1986 21,697 .0215 Director of Cincinnati Financial Corporation and Cincinnati Insurance Company since April, 1991. Previously, Mr. Morgan was President and Director of Cincinnati Financial Corporation and Cincinnati Insurance Company.
-3- 6
SHARES OF COMPANY COMMON STOCK BENEFICIALLY OWNED ON DECEMBER 31, 1995(1) DIRECTOR PERCENT NAME, AGE AND PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS SINCE NUMBER(4) OF CLASS ================================================================================================================= BRIAN H. ROWE, 64, Chairman Emeritus, GE Aircraft Engines, General 1980 23,220 .0230 Electric Company since February, 1995. Previously, Mr. Rowe was Chairman from September, 1993, and was President and CEO, GE Aircraft Engines, General Electric Company since August, 1991. Formerly, Mr. Rowe was Senior Vice President of GE Aircraft Engines, General Electric Company. Director of Atlas Air, Inc., B/E Aerospace and Steward & Stevenson Services, Inc. (2) GEORGE A. SCHAEFER, JR., 50, President and Chief Executive Officer 1988 391,900 .3878 of Fifth Third Bancorp and The Fifth Third Bank since January, 1991. Previously, Mr. Schaefer was President and Chief Operating Officer of the Fifth Third Bancorp and The Fifth Third Bank. Director of Community Mutual Insurance Company. (3) JOHN J. SCHIFF, JR., 52, Chairman and Director, John J. & Thomas R. 1983 108,247 .1071 Schiff & Co., Inc., an insurance agency and Chairman and Director of Cincinnati Financial Corporation and Cincinnati Insurance Company. Director of CINergy Corp., Standard Register Co., and Cincinnati Bengals. DUDLEY S. TAFT, 55, President and Director, Taft Broadcasting Company, 1981 31,159 .0308 owner and operator of television broadcasting stations since October, 1987. Director of CINergy Corp., The Union Central Life Insurance Company, United States Playing Card Co., and The Future Now, Inc. CLASS III DIRECTORS (Terms Expire 1998) (2) CLEMENT L. BUENGER, 69, Retired as Chairman of the Fifth Third 1971 399,900 .3957 Bancorp and The Fifth Third Bank in March, 1993. Retired as CEO of Fifth Third Bancorp and The Fifth Third Bank in January, 1991. Formerly, President of Fifth Third Bancorp and The Fifth Third Bank. Director of CINergy Corp. GERALD V. DIRVIN, 58, Retired April, 1994, as Executive Vice President 1989 14,025 .0139 and Director, The Procter & Gamble Company, manufacturers of household and consumer products. Director of Cintas Corporation and Northern Telecom Ltd. IVAN W. GORR, 66, Retired in October, 1994 as Chairman and CEO, Cooper 1991 9,528 .0094 Tire & Rubber Company, a manufacturer of tires and rubber products. Director of Amcast Industrial Corporation, Arvin Industries, Inc., Cooper Tire & Rubber Company, OHM Corporation, and Borg-Warner Automotive, Inc. (2) JOSEPH H. HEAD, JR., 63, Chairman, CEO and Director, Atkins & 1987 68,532 .0678 Pearce, Inc., manufacturer of industrial textiles. Director of Baldwin Piano & Organ Co. (2) WILLIAM J. KEATING, 68, Retired Chairman and Publisher, The 1980 65,173 .0645 Cincinnati Enquirer, a regional newspaper. Director of The Midland Co., and Williamsburg Properties. JAMES E. ROGERS, 48, Vice Chairman, President, CEO and Director of 1995 2,400 .0024 CINergy Corp., CINergy Services, CG&E and PSI Energy, since December, 1995, and Mr. Rogers was Vice Chairman, President and COO since October, 1994. Formerly, Mr. Rogers was Chairman, President, and CEO of PSI Energy. Director of Bankers Life Holding Company, Duke Realty Investments, Inc., and A O Irkutsbenergo. ________________________________________________________________________ All Directors and Executive Officers as a Group (27 persons). 2,193,367 2.1703 ________________________________________________________________________
-4- 7 (1) As reported to Fifth Third Bancorp by the Directors as of the date stated. Includes shares held in the name of spouses, minor children, certain relatives, trusts, estates and certain affiliated companies as to which beneficial ownership may be disclaimed. The number of shares represents holdings after the 50% stock dividend declared payable January 12, 1996 to stockholders of record as of December 29, 1995. (2) Members of the Executive Committee of the Board of Directors. (3) Messrs. Morgan and Schiff, Jr. are Directors of Cincinnati Financial Corporation and Mr. Barrett is a Director of The Western-Southern Life Insurance Co., whose holdings of Company shares with their affiliates are more fully set forth above under the caption "Certain Beneficial Owners" in this Proxy Statement. (4) The amounts shown represent the total shares owned outright by such individuals together with shares which are issuable upon the exercise of currently exercisable, but unexercised stock options. Specifically, the following individuals have the right to acquire the shares indicated after their names, upon the exercise of such stock options: Mr. Barrett, 12,938; Mr. Boesel, 10,688; Mr. Buenger, 4,500; Mr. Dirvin, 12,938; Mr. Donnell, 10,688; Mr. Farmer, 12,938; Mr. Geary, 9,563; Mr. Gorr, 7,875; Mr. Head, 20,152; Ms. Herschede, 4,500; Mr. Kagler, 4,500; Mr. Keating, 4,500; Mr. Kiggen, 12,938; Mr. Morgan, 20,532; Mr. Norris, 7,500; Mr. Rogers, 1,500; Mr. Rowe, 12,938; Mr. Schaefer, 226,875; Mr. Schiff, 7,875; Mr. Sullivan, 4,500; Mr. Taft, 4,500. BOARD OF DIRECTORS, ITS COMMITTEES, MEETINGS AND FUNCTIONS The Board of Directors of Fifth Third Bancorp met four times during 1995. Except for Messrs. Boesel, Donnell, and Gorr, each of the Directors of Fifth Third Bancorp is also a member of the Board of Directors of The Fifth Third Bank which meets once each month. Fifth Third Bancorp has an Executive Committee consisting of Messrs. Buenger, Geary, Head, Keating, Schaefer and Sullivan, which meets only on call. While this Committee has, under Ohio law, the powers to act between meetings of the Board on virtually all matters that the Board could act upon, it is not considered as an active committee by Fifth Third Bancorp, but reserves its function for emergency purposes. The Executive Committee did not meet in 1995. Fifth Third Bancorp has a Compensation and Stock Option Committee, consisting of Messrs. Dirvin, Geary, Head and Schiff, which met twice during 1995. The Board of Directors does not have a nominating committee. This function is normally served by the Board of Directors and in emergencies by the Executive Committee. The Audit Committee of Fifth Third Bancorp serves in a dual capacity as the Audit Committee of The Fifth Third Bank, meeting in formal meetings in March, July and November as well as informally at other times. Three formal meetings were held during 1995. One of the functions of this Committee is to carry out the statutory requirements of a bank audit committee as prescribed under Ohio law. Other functions include the engagement of independent auditors, reviewing with those independent auditors the plans and results of the audit engagement of the Company, reviewing the scope and results of the procedures for internal auditing, reviewing the independence of the independent auditors and similar functions. The Audit Committee members for 1995 were Messrs. Barrett, Gorr, Kiggen, Sullivan and Mrs. Herschede. Executive compensation and stock options are determined by the Compensation and Stock Option Committee of the Board of Directors. The formal report of the Compensation and Stock Option Committee with respect to 1995 compensation and stock option grants begins on Page 10 herein. Of the Members of the Board of Fifth Third Bancorp, Messrs. Dirvin, Farmer, Rowe, Gorr and Rogers, who was appointed in September, 1995, attended less than 75% of the aggregate meetings of the Board during 1995. -5- 8 EXECUTIVE COMPENSATION Set forth below are tables showing for the Chief Executive Officer and the four other highest-paid executive officers of the Company: (1) in summary form, the compensation paid for the last three years; (2) the options granted and options exercised; and (3) beneficial ownership of the Company's Common Stock. The share numbers represents holdings after the 50% stock dividend declared payable January 12, 1996 to stockholders of record as of December 29, 1995. SUMMARY The following table is a summary of certain information concerning the compensation awarded, paid to, or earned by the Company's chief executive officer and each of the Company's other four most highly compensated executive officers (the "named executives") during each of the last three fiscal years. SUMMARY COMPENSATION TABLE
============================================================================================================= Annual Compensation Long Term Compensation ------------------------------------------------------------------------------------------------------------- Shares All Other Name and Principal Position Year Salary ($) Bonus ($) Underlying Compensation Options ($) (1) ------------------------------------------------------------------------------------------------------------- George A. Schaefer, Jr. 1995 720,692 410,000 67,500 162,254 President and Chief Executive 1994 619,333 360,000 60,000 139,555 Officer 1993 539,092 260,000 60,000 119,864 ------------------------------------------------------------------------------------------------------------- Stephen J. Schrantz 1995 380,006 195,000 25,500 82,513 Executive Vice President 1994 336,757 175,000 22,500 72,925 1993 288,816 125,000 22,500 63,947 ------------------------------------------------------------------------------------------------------------- George W. Landry 1995 360,770 185,000 25,500 78,318 Executive Vice President 1994 335,621 160,000 22,500 70,626 1993 299,290 125,000 22,500 63,644 ------------------------------------------------------------------------------------------------------------- Michael D. Baker 1995 280,389 150,000 10,500 61,761 Executive Vice President 1994 255,221 120,000 10,500 53,469 1993 204,595 80,000 10,500 42,689 ------------------------------------------------------------------------------------------------------------- Michael K. Keating 1995 279,235 150,000 10,500 61,595 Executive Vice President 1994 255,221 120,000 10,500 54,469 1993 204,595 80,000 10,500 43,961 ============================================================================================================ (1) All Other Compensation consists solely of the amounts representing the allocations to each Executive Officer under The Fifth Third Master Profit Sharing and Non-qualified Deferred Compensation Program.
-6- 9 STOCK OPTIONS The following table sets forth information concerning individual grants of options to purchase the Company's Common Stock made to the named executives in 1995:
============================================================================================================ OPTION GRANTS IN LAST FISCAL YEAR - ------------------------------------------------------------------------------------------------------------ Potential Realizable Percent of Value at Assumed Annual Total Rates of Stock Price Number of Options Appreciation for Option Name Shares Granted to Exercise Expiration Term Underlying Employees or Base Date ------------------------- Options in Fiscal Price 5% ($) 10% ($) Granted(1) Year ($/Sh.) - ------------------------------------------------------------------------------------------------------------ George A. Schaefer, Jr. 67,500 7.2 37.33 06/20/05 1,584,800 4,016,195 - ------------------------------------------------------------------------------------------------------------ Stephen J. Schrantz 25,500 2.7 37.33 06/20/05 598,702 1,517,229 - ------------------------------------------------------------------------------------------------------------ George W. Landry 25,500 2.7 37.33 06/20/05 598,702 1,517,229 - ------------------------------------------------------------------------------------------------------------ Michael D. Baker 10,500 1.1 37.33 06/20/05 246,524 624,741 - ------------------------------------------------------------------------------------------------------------ Michael K. Keating 10,500 1.1 37.33 06/20/05 246,524 624,741 ============================================================================================================ (1) All such options were granted June 20, 1995 and first become exercisable as to 25% of the shares covered after six months from the date of grant, as to 50% after one year of continued employment, as to 75% after two years of continued employment and are exercisable in full after the end of three years of continued employment. The option exercise price is not adjustable over the 10-year term of the options except due to stock splits and similar occurrences affecting all outstanding stock.
The following table sets forth certain information regarding individual exercises of stock options during 1995 by each of the named executives.
=============================================================================================================== AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR - --------------------------------------------------------------------------------------------------------------- Number of Shares Underlying Value of Unexercised In-the- Shares Unexercised Options at Money Options at 12/31/95 Acquired 12/31/95 on Value ------------------------------------------------------------- Exercise Realized Exercisable Unexercisable Exercisable Unexercisable Name (#) ($) (#) (#) ($) ($) - --------------------------------------------------------------------------------------------------------------- George A. Schaefer, Jr. 0 0 226,875 95,625 4,527,805 1,199,688 - --------------------------------------------------------------------------------------------------------------- Stephen J. Schrantz 0 0 80,438 36,000 1,601,906 451,500 - --------------------------------------------------------------------------------------------------------------- George W. Landry 0 0 83,813 36,000 1,709,966 451,500 - --------------------------------------------------------------------------------------------------------------- Michael D. Baker 0 0 34,970 15,750 693,977 198,625 - --------------------------------------------------------------------------------------------------------------- Michael K. Keating 0 0 30,750 15,750 558,875 198,625 ===============================================================================================================
-7- 10 BENEFICIAL OWNERSHIP The following table sets forth certain information regarding the named executives' beneficial ownership of the Common Stock of the Company as of December 31, 1995.
TITLE OF CLASS NAME OF OFFICER NUMBER OF SHARES(1) PERCENT OF CLASS Common Stock George A. Schaefer, Jr. 391,900 .3878 Common Stock Stephen J. Schrantz 120,602 .1193 Common Stock George W. Landry 167,577 .1658 Common Stock Michael D. Baker 83,013 .0821 Common Stock Michael K. Keating 46,276 .0458 - -------------------------------------- (1) The amounts shown represent the total shares owned outright by such individuals together with shares which are issuable upon the exercise of currently exercisable, but unexercised stock options. These individuals have the right to acquire the shares indicated after their names, upon the exercise of such stock options: Mr. Schaefer, 226,875; Mr. Schrantz, 80,438; Mr. Landry, 83,813; Mr. Baker, 34,970; Mr. Keating, 30,750.
RETIREMENT PLANS The following table shows estimated annual benefits payable upon retirement under The Fifth Third Bancorp Master Retirement Plan (the "Retirement Plan") and The Fifth Third Bancorp Supplemental Retirement Income Plan (the "Supplemental Plan") based upon combinations of compensation levels and years of service:
============================================================================================================ PENSION PLAN TABLE - ------------------------------------------------------------------------------------------------------------ Approximate Annual Retirement Benefit Upon Retirement at Age 65 Before Adjustments (1) (2) (3) - ------------------------------------------------------------------------------------------------------------ Remuneration(4)(5) 15 20 25 30 35 - ------------------------------------------------------------------------------------------------------------ 125,000 17,897 23,864 29,827 35,794 35,794 - ------------------------------------------------------------------------------------------------------------ 150,000 21,707 28,943 36,176 43,413 43,413 - ------------------------------------------------------------------------------------------------------------ 175,000 25,522 34,031 42,535 51,044 51,044 - ------------------------------------------------------------------------------------------------------------ 200,000 29,335 39,115 48,889 58,669 58,669 - ------------------------------------------------------------------------------------------------------------ 225,000 33,147 44,198 55,243 66,294 66,294 - ------------------------------------------------------------------------------------------------------------ 250,000 36,960 49,282 61,597 73,919 73,919 - ------------------------------------------------------------------------------------------------------------ 300,000 44,585 59,449 74,305 89,169 89,169 - ------------------------------------------------------------------------------------------------------------ 350,000 52,210 69,616 87,012 104,419 104,419 - ------------------------------------------------------------------------------------------------------------ 400,000 59,835 79,783 99,720 119,669 119,669 - ------------------------------------------------------------------------------------------------------------ 450,000 67,459 89,950 112,428 134,919 134,919 - ------------------------------------------------------------------------------------------------------------ 500,000 75,085 100,118 125,136 150,169 150,169 - ------------------------------------------------------------------------------------------------------------ 550,000 82,709 110,285 137,844 165,419 165,419 - ------------------------------------------------------------------------------------------------------------ 600,000 90,334 120,452 150,551 180,669 180,669 - ------------------------------------------------------------------------------------------------------------ 650,000 97,959 130,619 163,259 195,919 195,919 - ------------------------------------------------------------------------------------------------------------ 700,000 105,584 140,786 175,967 211,169 211,169 - ------------------------------------------------------------------------------------------------------------ 750,000 113,209 150,954 188,675 226,419 226,419 - ------------------------------------------------------------------------------------------------------------
-8- 11 (1) Benefits shown are computed on the basis of a straight life annuity. Other available forms of benefits payment under the Retirement Plan, which are the actuarial equivalent of the straight life annuity, are the joint and surviving spouse annuity, the contingent annuitant option, the life - 10 year certain option, and the single lump sum option. The method of payment from the Supplemental Plan is either a single lump sum or an installment. (2) Under the current law, the maximum annual pension benefit payable under the Internal Revenue Code, applicable to the Retirement Plan, is $120,000 for 1995. Any annual pension benefit accrued over $120,000 is payable under the Supplemental Plan. (3) For the purpose of computing a benefit under these Plans on December, 31, 1995, Mr. Schaefer had 25 years of credited service; Mr. Landry, 22 years; Mr. Schrantz, 12 years; Mr. Baker, 22 years; Mr. Keating, 10 years. (4) The amounts shown are the gross benefit amounts provided by both the Retirement Plan and the Supplemental Plan. Plan benefits are determined as 30.5% of final average pay minus 11.1% of the participant's social security final average compensation (up to his social security covered compensation) with a reduction of 1/30th for each year of credited service less than 30. Benefits are also reduced for termination of service prior to age 60, for a commencement of benefit payments prior to age 60, and eliminated under the vesting schedule if the participant has less than five (5) vesting years. (5) Compensation for retirement benefits calculations under the Retirement Plan is defined as the base rate of pay and is based on the final average pay for the highest five consecutive years out of the ten years preceding retirement. Compensation consisting of bonuses and variable compensation is taken into account under the Supplemental Plan. The 1995 base pay plus bonuses and variable compensation are substantially the same as the amounts shown under the "Salary and Bonus" columns of the Summary Compensation Table. No more than an inflation adjusted $150,000 limit is taken into consideration under the Retirement Plan. Compensation in excess of an inflation adjusted $150,000 limit is taken into account under the Supplemental Plan. COMPENSATION OF DIRECTORS Non-employee directors of the Company receive a single annual retainer of $10,000 and a fee of $1,000 per meeting attended (including committee meetings). Pursuant to a Deferred Compensation Plan, directors may annually defer from one-half to all of their compensation as directors until age 65 or until they cease to serve on the Board, whichever occurs last. The deferred funds bear interest until paid at an annually adjusted rate equal to 1% over the U.S. treasury bill rate. Directors who are also employees receive no additional compensation for service on the Board. The Fifth Third Bancorp 1990 Stock Option Plan provides for an automatic option grant of 1,500 shares (not subject to adjustment for stock splits, stock dividends and similar events) every other year. In 1995 each non-employee director received options for 1,500 shares. The exercise price is equal to 100% of market price on the date of grant. Options are not exercisable for a period of six months from the date of grant and currently expire on the earlier of ten years from the date of grant, three months from the time a director leaves office, or one year from the date of death of a director. AUDITORS The Board of Directors proposes and recommends that the Stockholders approve the selection by the Board of the firm of Deloitte & Touche LLP to serve as independent auditors for the Company for the year 1996. The firm has served as independent auditors for The Fifth Third Bank since 1970 and the Company since 1975. Representatives of Deloitte & Touche LLP will be present at the Stockholders' Meeting to make such comments as they desire and to respond to questions from Stockholders of the Company. Action by the Stockholders is not required by law in the appointment of independent auditors, but their appointment is submitted by the Board of Directors in order to give the Stockholders the final choice in the designation of auditors. If the resolution approving Deloitte & Touche LLP as the Company's independent auditors is rejected by the Stockholders then the Board of Directors will reconsider its choice of independent auditors. Proxies in the form solicited hereby which are returned to the Company will be voted in favor of the resolution unless otherwise instructed by the shareholders. Abstentions will have the same effect as votes cast against the resolution, provided such shares are properly present at the meeting in person or by proxy, and shares not voted by brokers and other entities holding shares on behalf of beneficial owners will have no effect on the outcome. The Board of Directors recommends the adoption of the resolution. -9- 12 REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE POLICY The Company's compensation package for its executive officers consists of three components: (1) base salary; (2) annual performance-based bonuses; and (3) annual stock option grants. The Compensation and Stock Option Committee is composed of four (4) directors who are not employees of the Company. This Committee is responsible for the approval and administration of the base salary level and annual bonus compensation programs as well as the stock option program for executive officers. In determining compensation levels, the Committee members consider salary and bonus levels which will attract and retain qualified executives when considered with the other components of the Company's compensation structure; specific annual performance criteria; and rewarding executive officers for continuous improvement in their respective areas which contribute to continual increases in stockholder value. The Company's philosophy for granting stock options is based on the principles of encouraging key employees to remain with the Company by providing them with a long-term interest in the Company's overall performance and incenting those executive officers to manage with a view toward maximizing long-term stockholder value. The Committee has reviewed the federal legislation limiting the deduction available for compensation paid to the Company's named executives under Internal Revenue Code Section 162(m). The Committee will continue to review the Company's executive compensation plans over the next year to determine what changes, if any, should be made as a result of this limitation. The potential tax liability from the loss of deductibility over the next year is nominal. BASE SALARY Executive officers' salaries are determined by evaluating the responsibilities of their positions and by comparing salaries paid in the marketplace for executives with similar experience and responsibilities. A comparison group of bank holding companies was established based on one or more common traits with the Company, such as market capitalization, asset size, geographic location, similar lines of business and financial returns on assets and equity. There are currently fifteen companies in this comparison group which is subject to change as the Company or its competitors change their focus, merge with other institutions or are acquired. Individual salary increases are reviewed annually and are based on the executive officer's performance and the Company's overall earnings during the preceding year, and are generally in the middle range of the salaries paid by the comparison group. ANNUAL BONUSES Executive officers are also eligible to earn annual bonuses. The Committee establishes a target bonus matrix comprised of incrementally increasing amounts of earnings which, if attained, make available an incentive pool for bonus payments. At the end of 1994, the Company established its 1995 goals to accomplish its twenty-second consecutive year of increased earnings. The matrix was established by the Committee to reflect a bonus pool which increased if incrementally higher earnings resulted in 1995 as compared to 1994. In 1995, the target bonus could range up to 60% of base salary depending on the executive officer's position. However, if the Bancorp goals are not met, individual bonuses are reduced proportionately. No bonuses are paid unless earnings increase. In 1995, the Company's earnings increased 18% over 1994, thus the target earnings were exceeded. Annual performance goals are also established for each executive officer, including personal and departmental goals. The nature of these goals differs depending upon each officer's job responsibilities. Goals are both qualitative in nature, such as the development and retention of key personnel, quality of products and services and management effectiveness; and quantitative in nature, such as sales and revenue goals and cost containment. At the end of each year, the extent to which the Company's profit plan goals are actually attained is measured. If all goals are completely met, the executive officers receive a target bonus amount. To the extent goals are partially met, then only that portion as expressed in the bonus matrix is paid out. Although specific relative weights are not assigned to each performance factor, a greater emphasis is placed on increasing earnings. -10- 13 STOCK OPTION GRANTS Stock options to purchase Common Stock are granted annually to key personnel under the Company's Amended 1990 Stock Option Plan. Grants are made to executive officers at an option price of 100% of the market value on the date of the grant. The Company's philosophy in granting stock options is primarily to increase executive officer ownership in the Company as opposed to serving as a vehicle for additional compensation. Executive officers are incented to manage with a view toward maximizing long-term stockholder value. In determining the total number of options to be granted annually to all recipients, including the executive officers, the Committee considers the number of options already held by the executive officers, dilution, number of shares of Common Stock outstanding and the performance of the Company during the immediately preceding year. This year's grant to employees totalled 933,975 shares, or .930% of shares outstanding. The Committee sets guidelines for the number of shares available for the granting of stock options to each executive officer based on the total number of options available, an evaluation of competitive data for grants by the comparison group as discussed under the "Base Salary" section above, and the executive officer's salary and position. These stock option grants provide incentive for the creation of shareholder value since the full benefit of the grant to each executive officer can only be realized with an appreciation in the price of the Company's common shares. CHIEF EXECUTIVE OFFICER'S COMPENSATION AND STOCK OPTION GRANTS The Committee considered the following factors in determining the base salary for 1995 for Mr. George A. Schaefer, Jr., President and Chief Executive Officer of the Company: the Company's success in attaining its profit plan for 1994 as discussed below and the comparative data for comparable bank holding companies. Based on these factors, the Committee established Mr. Schaefer's base salary effective November 16, 1994 at $680,000, which is a 13.3% increase from his 1994 salary level of $600,000. This placed Mr. Schaefer's base salary at or near the middle of the peer group. For 1995, Mr. Schaefer was eligible to earn a cash bonus ranging up to 60% of his base salary based on specific measurable and subjective performance goals. The measurable performance goal set for Mr. Schaefer was the attainment of the Company's profit plan. The Committee also considered the subjective assessment of his ability to identify and develop key personnel as well as expressing the leadership and vision to continue the long-term growth of the Company. While the Committee did not assign specific relative weights to those goals, the level of annual bonus is more heavily dependent upon the attainment of the profit plan. The Company's profit plan was established to accomplish the twenty-second consecutive year of increased earnings. For 1995, the Company's earnings increased 18% over 1994. Based on these factors, the Committee determined that Mr. Schaefer earned a bonus of $410,000, which represented 60% of his base salary for fiscal year 1995. On June 20, 1995, Mr. Schaefer was granted an option to purchase 67,500 shares of Common Stock of the Company as adjusted for the 50% stock dividend declared payable January 12, 1996 to stockholders of record as of December 29, 1995. That grant was made in accordance with the guidelines of the Committee referenced above, including specifically the Company's increase in its year-to-date earnings for the 1995 fiscal year and comparison of Mr. Schaefer's overall compensation package with similar positions within the peer group as discussed above. Gerald V. Dirvin John D. Geary Joseph H. Head, Jr. John J. Schiff, Jr. COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Compensation and Stock Option Committee members are Gerald V. Dirvin, John D. Geary, Joseph H. Head, Jr. and John J. Schiff, Jr. Mr. Schiff is Chairman and Director of John J. & Thomas R. Schiff & Company, Inc., an insurance agency through which the Company acquires certain insurance coverages. During 1995, insurance premiums, amounting to $1,645,722, at competitive rates, for various coverages were paid to the John J. & Thomas R. Schiff & Company, Inc., insurance agency. 1997 STOCKHOLDER PROPOSALS In order for Stockholder proposals for the 1997 Annual Meeting of Stockholders to be eligible for inclusion in the Company's Proxy Statement, they must be received by the Company at its principal office in Cincinnati, Ohio, prior to October 15, 1996. -11- 14 FINANCIAL PERFORMANCE TOTAL RETURN ANALYSIS The graph below summarizes the cumulative return experienced by the Company's shareholders over the years 1990 through 1995, compared to the S&P 500 Stock Index, the S&P Major Regional Banks and the NASDAQ Banks. FIFTH THIRD BANCORP VS. MARKET INDICES
1990 1991 1992 1993 1994 1995 ---- ---- ---- ---- ---- ---- FIFTH THIRD 100 210 254 247 235 365 S&P MAJOR REGIONAL BANKS 100 178 225 239 227 354 S&P 500 100 130 140 154 156 213 NASDAQ BANKS 100 138 209 270 273 396
CERTAIN TRANSACTIONS Fifth Third Bancorp has engaged and intends to continue to engage in the lending of money through its subsidiary, The Fifth Third Bank, to various of its Directors and corporations or other entities in which they may own a controlling interest. The loans to such persons (i) were made in the ordinary course of business, (ii) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and (iii) did not involve more than a normal risk of collectibility or did not present other unfavorable features. During 1995 insurance premiums, amounting to $1,645,722, at competitive rates, for various coverages for the Company were paid to the John J. & Thomas R. Schiff & Company, Inc., of which Mr. Schiff is Chairman and a Director. PROPOSAL TO AMEND ARTICLE FOURTH OF AMENDED ARTICLES OF INCORPORATION The Board of Directors recommends the amendment of Article Fourth of the Company's Amended Articles of Incorporation in the manner shown in Annex 1 hereto. The proposed Amendment to Article Fourth would change the number of authorized shares of the Company's Common Stock from one hundred forty million (140,000,000) shares to three hundred million (300,000,000) shares. This change would be effective upon the date of filing of the Amendment to the Amended Articles with the Secretary of State of the State of Ohio. The Board of Directors believes that it is in the best interest of the Company and its Stockholders that the Company have a sufficient number of authorized but unissued shares available for possible use in future acquisition and expansion opportunities that may arise, for general corporate needs such as future stock dividends or stock splits, and for other proper purposes within the limitations of the law. The Company has no current plans to use its -12- 15 authorized but unissued shares of Common Stock without par value for any particular purpose. Such shares would be available for issuance without further action by the Stockholders, except as otherwise limited by applicable law. Among other requirements, Ohio law provides that in connection with a merger or consolidation, issuance of shares that constitute one-sixth or more of the Company's voting power in the election of directors would require further Stockholder approval. The current proposal does not include such approval. If additional shares of Common Stock are issued by the Company, it may potentially have an anti-takeover effect by making it more difficult to obtain Stockholder approval of various actions, such as a merger or removal of management. Additionally, the issuance of additional shares of Common Stock may, among other things, have a dilutive effect on earnings per share and on the equity and voting power of existing Stockholders. The terms of any Common Stock issuance which will be determined by the Company's Board of Directors, will depend upon the reason for issuance and will be dependent largely on market conditions and other factors existing at the time. The increase in authorized shares of Common Stock has not been proposed in connection with any anti-takeover related purpose and the Board of Directors and management have no knowledge of any current efforts by anyone to obtain control of the Company or to effect large accumulations of the Company's Common Stock. The resolutions attached to this Proxy Statement as Annex 1 will be submitted for adoption at the Annual Meeting. The affirmative vote of the holders of shares of the Common Stock, without par value, of the Company entitling them to exercise two-thirds of the voting power of such shares is necessary to adopt the proposed amendment. Proxies will be voted in favor of the resolutions unless otherwise instructed by the Stockholder. Abstentions and shares not voted by brokers and other entities holding shares on behalf of the beneficial owners will have the same effect as votes cast against the Amendment. The Board of Directors has declared the desirability of its adoption and recommends a vote for the resolutions. PROPOSAL TO AMEND THE AMENDED 1990 STOCK OPTION PLAN The Board of Directors of the Company, at its meeting on December 19, 1995, approved an amendment to the Fifth Third Bancorp Amended 1990 Stock Option Plan (the "1990 Plan"), which was originally approved by the Stockholders at the 1990 annual meeting, and was amended by the Stockholders at the 1992 annual meeting, 1993 annual meeting, and 1995 annual meeting. The 1990 Plan permits the granting of options to key managerial personnel of the Company and its subsidiaries. As originally adopted, the 1990 Plan also provides that each non-employee Director shall be granted a Non-Qualified Option on the date such person becomes a Director of the Company to purchase 1,500 shares of the Company's Common Stock at an option price equivalent to 100% of the fair market value of the Company's Common Stock on the effective date of the grant of such options. The 1990 Plan as amended March 17, 1992 grants every other year to each then current non-employee Director a non-qualified option to purchase 1,500 shares of the Common Stock of the Company. The amendments to the 1990 Plan on March 16, 1993, and on March 21, 1995 each increased the aggregate number of shares of Common Stock which may be issued under the 1990 Plan by 1 million shares. Under the 1990 Plan, all options are nontransferable, expire not more than 10 years from the date of grant, except in the case of death, when they expire one year following death and can be exercised by the deceased's estate. The Plan will remain in effect until terminated by the Board of Directors as originally adopted. The purpose and intent of the Plan is to provide key employees and directors of the Company and its subsidiaries with an incentive to increase their efforts promoting the success and progress of the Company and the value of the investment of its Stockholders and to enable the Company to continue to attract and retain competent managerial personnel to fulfill positions of responsibility in all areas of the Company. The Board believes that the Plan accomplishes these results. The purpose of amending the 1990 Plan is to provide holders of Non-Qualified Options with the entire exercise period of the original option grant upon the occurrence of certain events and to provide holders of previously granted Options with the benefit of being vested in the event of a merger or sale of the Company. The 1990 Plan provides that Directors receive Non-Qualified Options. Certain officers of the Company and its subsidiaries may receive both Incentive Stock Options and Non-Qualified Options since incentive options first exercisable by an employee in any one year under the Plan (and all other Plans of the Company) may not exceed $100,000 in value (determined at the time of grant). Although both types of options granted under the 1990 Plan have the same terms and conditions, they are treated differently for tax purposes at the time the Options are exercised. Because Incentive Stock Options receive favorable tax treatment, the exercise period cannot be extended beyond the termination of employment except in certain limited circumstances. Non-Qualified Options, however, -13- 16 traditionally remain available for exercise until the end of their term, notwithstanding the Option holder's status with the Company. The proposed amendment to the 1990 Plan provides that certain officers, including Executive Officers, may exercise Non-Qualified Stock Options until the expiration date of the Non-Qualified Stock Option if such Officer's termination is due to death, retirement or permanent disability, and provides that Incentive Options may be exercised up to one year following the date of termination due to permanent disability. The amendment also provides that if a Non-employee Director ceases to be a director for any reason, the Options granted may be exercised on or before the expiration of the Option. The proposed amendment to the 1990 Plan also provides for immediate vesting of unexercisable options in the event of a merger into or transfer of substantially all of the Company's assets to another corporation. Currently, there are no known Executive Officers who have terminated as a result of death, retirement or permanent disability or any Directors who have resigned and who will receive the benefit of this 1990 Plan amendment. It is not possible to determine the extent, if any, to which the proposed amendment will result in any additional Plan benefits to the Company's Directors and Executive Officers. The proposal to approve and adopt the proposed amendment to the 1990 Plan is contained in the resolution attached to this Proxy Statement as Annex 2, and will be submitted to the Stockholders for adoption at the Annual Meeting. The affirmative vote of the holders of a majority of the Company's Common Stock present in person or by proxy at the Annual Meeting and entitled to vote is required to adopt the resolution. Proxies will be voted in favor of the resolution unless otherwise instructed by the Stockholders. Abstentions and shares not voted by brokers and other entities holding shares on behalf of the beneficial owners will have the same effect as votes cast against the Amendment. The Board of Directors recommends a vote for adoption of the amendment to the 1990 Plan. OTHER BUSINESS The Board of Directors does not know of any other business to be presented to the Meeting and does not intend to bring other matters before the Meeting. However, if any other matters properly come before the Meeting, it is intended that the persons named in the accompanying Proxy will vote thereon according to their best judgment and interest of the Company. By order of the Board of Directors MICHAEL K. KEATING Secretary ______________________________ PROPOSED AMENDMENT TO ARTICLE FOURTH ANNEX 1 OF AMENDED ARTICLES OF INCORPORATION RESOLVED, That Paragraphs (A) and (A)(1) of Article Fourth of the Amended Articles of Incorporation of Fifth Third Bancorp be, and they hereby are, amended in their entirety to read as follows: "FOURTH; (A) The total authorized number of shares of the corporation is [Three] Hundred Million Five Hundred Thousand ([300,]500,000) shares, which shall be classified as follows: (1) [Three] Hundred Million ([300,]000,000) shares of common stock, without par value. Each share of the common stock shall entitle the holder thereof to one (1) vote on each matter properly submitted to the stockholders for their vote, consent, waiver, release, or other action, subject to the provisions of the law with respect to cumulative voting. RESOLVED, FURTHER, That the proper officers of the Company be and hereby are authorized and directed to take all actions, execute all instruments, and make all payments which are necessary or desirable, in their discretion, to make effective the foregoing amendment to the Amended Articles of Incorporation of the Company, including, without limitation, filing a certificate of such amendment with the Secretary of State of Ohio. Language indicated as being shown by underlining in the typeset document is enclosed in brackets "[" and "]" in the electronic format. -14- 17 PROPOSED AMENDMENT TO THE ANNEX 2 AMENDED 1990 STOCK OPTION PLAN RESOLVED, that the Fifth Third Bancorp Amended 1990 Stock Option Plan Sections 5(c)(i & ii), 5(j) and 11 are hereby amended as follows: 5. (c) [Termination of Option by Reason of Termination of Employment.] If a Participant's employment with the Company and its Subsidiaries terminates, the unexercisable portions of all options granted under this Plan to such Participant shall terminate. The exercisable portion of such options shall also terminate effective immediately upon termination of employment except in the following circumstances: (i) If termination was due to retirement under the provisions of any retirement plan of the Company or any Subsidiary, such Incentive Options may be exercised on or before the earlier of the expiration of the option or three (3) months following such termination; [and such Non-qualified Options may be exercised on or before the expiration of the option following such termination.] (ii) If termination was due to the death of a Participant who was an employee of the Company and/or any Subsidiary at the time of his death [or was due to permanent disability,] such Incentive Options may be exercised on or before the earlier of the expiration of the option or one (1) year following the date of death or [date of termination due to permanent disability]; and such Non-Qualified Options may be exercised [on or before the expiration of the Option following the date of death or date of termination due to permanent disability.] (j) [Non-employee Directors]. In order to provide material incentive to each Non-employee Director, each Non-employee Director shall be granted a Non-qualified Option, on the date such person becomes a director of the Company (so long as this Plan is in effect) to purchase 1,500 shares of Common Stock at an option price equivalent to one hundred percent (100%) of the fair market value of the Common Stock on the effective date of the grant of such Option. In addition, every other year at the Board meeting following the annual shareholders meeting, commencing in 1993, all Non-employee Directors then serving on the Board shall receive an automatic issuance of an option to purchase 1,500 shares of Common Stock; provided, that the number of shares subject to options issued to Non- employee Directors who have not served a full two (2) years on the Board shall be prorated such that those Non-employee Directors shall receive an option to purchase only a percentage of 1,500 shares commensurate with the actual portion of the two (2) years that such director served on the Board. [If a Non-employee Director ceases to be a director for any reason, the options granted to him under this Plan may be exercised on or before the expiration of the Option.] 11. MERGER, CONSOLIDATION OR SALE OF ASSETS. In the event the Company shall consolidate with, merge into, or transfer all or substantially all of its assets to another corporation or corporations (herein referred to as "successor employer corporation") [all Options granted under this Plan shall become immediately exercisable, notwithstanding the provisions or conditions of any Options which provide for exercise or vesting in installments.] A successor employer corporation may obligate itself to continue this Plan and to assume all obligations under the Plan in a manner consistent with the provisions of Section 425(a) of the Internal Revenue Code of 1986, as amended, or the provisions of that Section as it may be hereafter amended or as it may be replaced by any other section or sections of the Internal Revenue Code of like intent and purpose. In the event that such successor employer corporation does not obligate itself to continue this Plan as above provided, this Plan shall terminate upon such consolidation, merger, or transfer, and any option previously granted hereunder shall terminate [sixty (60) days following the successor employer corporation's decision not to continue this Plan.] If practical, the Company shall give each Participant twenty (20) days prior notice of any possible transaction which might terminate this Plan and the options previously granted hereunder. Language indicated as being shown by underlining in the typeset document is enclosed in brackets "[" and "]" in the electronic format. 18 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS [LOGO] PROXY The undersigned hereby appoints John D. Geary, George A. Schaefer, Jr. and FIFTH THIRD BANCORP Joesph H. Head, Jr. and each of them with FULL power of substitution, as 38 FOUNTAIN SQUARE PLAZA proxies to vote, as designated below, FOR and in the name of the undersigned CINCINNATI, OHIO 45263 all shares of stock of FIFTH THIRD BANCORP which the undersigned is entitled to vote at the Annual Meeting of the Stockholders of said Company scheduled to be held March 19, 1996 at the offices of said Company, William S. Rowe Building, Cincinnati, Ohio, or at any adjournment thereof. THE BOARD OF DIRECTORS RECOMMENDS A FOR VOTE ON THE ELECTION OF DIRECTORS AND ON THE PROPOSALS. PLEASE MARK AN X IN ONE BOX UNDER EACH ITEM.
1. ELECTION OF SEVEN (7) CLASS I DIRECTORS [ ] FOR ALL NOMINEES LISTED BELOW. [ ] WITHHOLD AUTHORITY TO VOTE (EXCEPT AS MARKED BELOW) FOR ALL NOMINEES LISTED BELOW. CLASS I -- Milton C. Boesel, Jr., Thomas B. Donnell, Joan R. Herschede, William G. Kagler, James D. Kiggen, Michael H. Norris, Dennis J. Sullivan INSTRUCTION: To withhold authority to vote for any individual nominee, write the nominee's name in the space provided. ------------------------------------------------------------------------------------------------------------------- 2. PROPOSAL to amend Article Fourth of the Amended Articles of Incorporation to increase the authorized number of shares of Common Stock, without par value, from 140,000,000 shares to 300,000,000 shares. [ ] FOR [ ] AGAINST [ ] ABSTAIN 3. PROPOSAL to adopt an amendment to the Amended 1990 Stock Option Plan to provide for various changes to the expiration and vesting sections. [ ] FOR [ ] AGAINST [ ] ABSTAIN 4. PROPOSAL to approve the appointment of DELOITTE & TOUCHE LLP as independent auditors of the Company. [ ] FOR [ ] AGAINST [ ] ABSTAIN
- -------------------------------------------------------------------------------------------------------------------------------- IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THIS PROXY WHEN EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREBY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3, AND 4 ALL FORMER PROXIES ARE HEREBY REVOKED. DATED: ___________________________, 1996 --------------------- | NUMBER OF SHARES | --------------------- _________________________________________ (SIGNATURE OF STOCKHOLDER) _________________________________________ (SIGNATURE OF STOCKHOLDER) (PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR OPPOSITE. ALL JOINT OWNERS SHOULD SIGN. WHEN SIGNING IN A FIDUCIARY CAPACITY OR AS A CORPORATE OFFICER, PLEASE GIVE YOUR FULL TITLE AS SUCH.)
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