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): July 17, 2020

FIFTH THIRD BANCORP

(Exact name of registrant as specified in its charter)

Ohio	001-33653	31-0854434
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Fifth Third Center 38 Fountain Square Plaza, Cincinnati, Ohio	45263
(Address of Principal Executive Offices)	(Zip Code)

(800) 972-3030

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.

(d) On July 17, 2020, the Board of Directors of Fifth Third Bancorp appointed Linda W. Clement-Holmes as a Director. The Board of Directors also increased the size of the Board to fifteen Directors and appointed Ms. Clement-Holmes to fill the vacancy created by the increase. In addition, Ms. Clement-Holmes will serve on the Bancorp’s Technology Committee. A copy of the related press release is attached as Exhibit 99.1 hereto.

Ms. Clement-Holmes will receive compensation as a Director under Fifth Third’s Director Pay Program as disclosed in the Registrant’s definitive Proxy Statement filed with the Securities and Exchange Commission on March 4, 2020.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1	Press release dated July 20, 2020 relating to the appointment of Linda W. Clement-Holmes as a Director of Fifth Third Bancorp and Fifth Third Bank, National Association
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)
July 20, 2020	By:	/s/ SUSAN B. ZAUNBRECHER
		Susan B. Zaunbrecher
		Executive Vice President, Chief Legal Officer & Corporate Secretary

EX-99.1

Exhibit 99.1

CONTACTS
Ed Loyd (Media Relations)	July 20, 2020
Edgar.Loyd@53.com | 513-534-NEWS
Chris Doll (Investor Relations)
Christopher.Doll@53.com | 513-534-2345

Fifth Third Appoints Linda W. Clement-Holmes to Board of Directors

Retired CIO from P&G Adds Strength in Technology, Inclusion

CINCINNATI – Fifth Third Bancorp (Nasdaq: FITB) today announced the appointment of Linda W. Clement-Holmes as an independent director of Fifth Third Bancorp, effective immediately.

“We are delighted to welcome Linda Clement-Holmes to our Board,” said Greg D. Carmichael, chairman, president and chief executive officer of Fifth Third Bancorp. “As the former chief information officer for The Procter & Gamble Company, one of the world’s leading and most innovative consumer products companies, Linda is uniquely positioned to help us advance in the rapidly evolving technological landscape and embrace the opportunities for consumer-oriented financial services. We also welcome her leadership in diversity and inclusion, which will enhance Board oversight of this important area.”

Clement-Holmes retired from Procter & Gamble in 2018 after a 35-year career that culminated in the role of chief information officer. She is widely recognized as a leader in information technology, information security and digital and IT strategy, and has been listed in Computerworld’s Premier 100 IT Leaders, Uptown Professional’s Top 100 Executives, and Black Enterprise magazine’s Top Executives. She is a fellow at the IT Senior Management Forum and a recipient of numerous awards, including the Howard University Global Visionary Leadership Award.

Clement-Holmes also has been a pioneer in diversity and inclusion. She served as Procter & Gamble’s first chief diversity officer from 2010-2012 and advanced to become the first African-American woman named to Procter & Gamble’s Global Leadership Council.

Clement-Holmes serves on the board of Cincinnati Financial Corporation, where she is a member of the Audit, Compensation and Nominating committees. She also serves on the board of CincyTech, LLC, a seed fund that provides advice and capital to digital and life science companies.

“I am very pleased to join the Fifth Third Board,” said Clement-Holmes. “Fifth Third is recognized as a digital innovator and is on record in its commitment to be part of the solution on racial equity,” said Clement-Holmes. “I’m excited about the opportunity to help lead the Bank boldly into its next chapter.”

Clement-Holmes will serve on the Technology Committee.

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 March 31, 2020, Fifth Third had $185 billion in assets and operated 1,123 full-service banking centers

and 2,464 ATMs with Fifth Third branding in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Georgia and North Carolina. In total, Fifth Third provides its customers with access to approximately 53,000 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 March 31, 2020, had $374 billion in assets under care, of which it managed $42 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.” Fifth Third Bank was established in 1858. Deposit and Credit products are offered by Fifth Third Bank, National Association. Member FDIC.

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Document and Entity Information	Jul. 17, 2020
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0000035527
Document Type	8-K
Document Period End Date	Jul. 17, 2020
Entity Registrant Name	FIFTH THIRD BANCORP
Entity Incorporation State 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
Treasury Stock, Common [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, Without Par Value
Trading Symbol	FITB
Security Exchange Name	NASDAQ
Series I Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	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
Series A Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	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
Preferred Stock Series K [Member]
Document And Entity Information [Line Items]
Security 12b Title	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