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): December 15, 2014

(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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On December 15, 2014, the Board of Directors of Fifth Third Bancorp (the “Registrant”) elected Katherine B. Blackburn as a Director. The Board of Directors increased the size of the Board to thirteen Directors and appointed Ms. Blackburn as a Director to fill the vacancy created by the increase. The Board has not yet determined the committees to which Ms. Blackburn is to be appointed.

Ms. Blackburn’s compensation for service as a Director will be consistent with that of the Registrant’s other non-employee directors, as described in the Registrant’s definitive proxy statement filed with the Securities and Exchange Commission on March 6, 2014 and the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013.

Ms. Blackburn is the Executive Vice President of the Cincinnati Bengals professional football team. She and members of her immediate family own substantially all of the equity interests in the parent company of the Cincinnati Bengals. During 2013 and 2014, Fifth Third Bancorp paid the Cincinnati Bengals approximately $1.9 and $1.8 million, respectively, for sponsorship arrangements, tickets and advertising expenses. In September 2014, the Company and the Cincinnati Bengals signed a 5 year contract extension for these arrangements that call for total payments by the Company during the period of over $7.9 million. By virtue of Ms. Blackburn’s being an executive officer and a principal owner of the Cincinnati Bengals, she is deemed to be a related party having a direct material interest in these arrangements.

Fifth Third has engaged and intends to continue to engage in the lending of money through its subsidiary bank to various of its Directors and Executive Officers including Ms. Blackburn, her immediate family, and/or 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 loans with persons not related to the lender, and (iii) did not involve more than a normal risk of collectability or did not present other features unfavorable to Fifth Third.

There is no arrangement or understanding between Ms. Blackburn and any other persons pursuant to which she was selected as a director of the Registrant.

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 December 17, 2014 relating to the appointment of Katherine B. Blackburn as a Director of Fifth Third Bancorp.

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)
December 17, 2014	By:	/s/ Kevin T. Kabat
		Kevin T. Kabat
		Vice Chairman and Chief Executive Officer

EX-99.1

Exhibit 99.1

CONTACT:	Larry Magnesen	FOR IMMEDIATE RELEASE
	(513) 534-8055	December 17, 2014

Fifth Third Appoints Katherine B. Blackburn to

Bancorp Board of Directors

Cincinnati – Fifth Third Bancorp (NASDAQ: FITB) today announced the appointment of Katherine B. Blackburn, executive vice president of the Cincinnati Bengals, to the Bancorp Board of Directors.

“We are pleased to welcome Katie to the Board and think she will be a great addition,” said James P. Hackett, chairman of the Fifth Third Bancorp Board. “She brings broad experience from her role as business owner and involvement in all major operations for the Cincinnati Bengals.”

Blackburn joined the Bengals in 1991 following her graduation from the University of Cincinnati law school and a period practicing law with a Cincinnati firm. She received her bachelor’s degree from Dartmouth College. As executive vice president, Blackburn is involved in player contract negotiations and oversees the club’s management of the NFL salary cap. She serves as chair of the NFL’s diversity committee and the Super Bowl committee and is one of six trustees of the Player Retirement Benefit Board – three of whom are retired players and three of whom are NFL Club representatives.

“Our team is excited to work with Katie and benefit from her unique business experience running operations for a professional football team,” said Kevin T. Kabat, vice chairman and CEO of Fifth Third Bancorp. “Her familiarity with our Company and headquarters city of Cincinnati is also a plus as we share a common commitment to this community.”

Blackburn serves on the board of the Greater Cincinnati Boys and Girls Clubs, is a member of the Cincinnati Regional Business Committee and the Joint Banks Steering Committee. She has also served on the boards of Cincinnati Country Day School, United Way, Working in Neighborhoods and the Queen City Club.

“I’m pleased to be a part of such an iconic and well-managed Cincinnati organization,” said Blackburn. “Like the Bengals, Fifth Third Bank is important to the economic vibrancy of our region and I look forward to working with the Board of Directors and contributing my experience and perspective.”

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $134 billion in assets and operates 15 affiliates with 1,308 full-service Banking Centers, including 102 Bank Mart® locations, most open seven days a week, inside select grocery stores and 2,639 ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Pennsylvania, Missouri, Georgia and North Carolina. Fifth Third operates four main businesses: Commercial Banking, Branch Banking, Consumer Lending, and Investment Advisors. Fifth Third also has a 22.8% interest in Vantiv Holding, LLC. Fifth Third is among the largest money managers in the Midwest and, as of September 30, 2014, had $303 billion in assets under care, of which it managed $26 billion for individuals, corporations and not-for-profit organizations. 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.” Fifth Third Bank was established in 1858. Member FDIC.

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