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): August 18, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| , | , | |||||||||||||||||||
| (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)
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||||||||
| The | 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 | The | Stock Market LLC | ||||||||||||||||||
| The | Stock Market LLC | |||||||||||||||||||
| The | 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 August 18, 2023, the Board of Directors of Fifth Third Bancorp appointed Kathleen A. Rogers and Laurent Desmangles as Directors. The Board of Directors increased the size of the Board to sixteen Directors and appointed Ms. Rogers and Mr. Desmangles to fill the vacancies created by the increase. In addition, Ms. Rogers will serve on the Bancorp’s Audit, Human Capital and Compensation, and Risk and Compliance Committees and Mr. Desmangles will serve on the Bancorp’s Nominating and Corporate Governance, Risk and Compliance, and Technology Committees. A copy of the related press release is attached as Exhibit 99.1 hereto.
Ms. Rogers and Mr. Desmangles will each receive compensation as a Director under Fifth Third’s Director Pay Program as disclosed in Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2023. In accordance with the Director Pay Program, Ms. Rogers and Mr. Desmangles each received a pro-rated RSU grant of 3,527 RSUs.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 – Press release dated August 21, 2023 relating to the appointment of Kathleen A. Rogers and Laurent Desmangles as Directors 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) | ||||||||
| Date: August 21, 2023 | /s/ SUSAN B. ZAUNBRECHER | |||||||
| Susan B. Zaunbrecher | ||||||||
| Executive Vice President and Chief Legal Officer | ||||||||
