UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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:

FIFTH THIRD BANCORP

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):

38 FOUNTAIN SQUARE PLAZA

CINCINNATI, OHIO 45263

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

March 7, 20135, 2015

To the Shareholders of Fifth Third Bancorp:

You are cordially invited to attend the Annual Meeting of the Shareholders of Fifth Third Bancorp to be held at the Regency Ballroom, located on the third floor of the Hyatt Regency Cincinnati, at 151 West 5^th Street, Cincinnati, Ohio on Tuesday, April 16, 201314, 2015 at 11:30 a.m. Eastern daylight savings time for the purposes of considering and acting upon the following:

Shareholders of record at the close of business on February 28, 201323, 2015 will be entitled to vote at the Annual Meeting.

All shareholders who find it convenient to do so are invited to attend the Annual Meeting in person. In any event, please vote at your earliest convenience by signing and returning the proxy card you receive or by voting over the internet or by telephone.

If you have any questions or need assistance voting your shares, please call D.F. King & Co., Inc., which is assisting us, toll-free at 1-800-859-8508.1-877-478-5041.

By Order of the Board of Directors

Paul L. ReynoldsMary E. Tuuk

Board Secretary

TABLE OF CONTENTS

38 Fountain Square Plaza

Cincinnati, Ohio 45263

PROXY STATEMENT2015 Proxy Statement

This proxy statement, notice of the 2015 Annual Meeting, notice of internet availability, form of proxy, and the Annual Report of the Company for the year 2014 are first being sent or made available to shareholders on or about March 5, 2015.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

What is this document?

This document is called a proxy statement. This proxy statement includes information regarding the matters to be acted upon at the 2015 Fifth Third Bancorp Annual Meeting of Shareholders (the “Annual Meeting”) and certain other information required by the Securities and Exchange Commission (the “SEC”) and the rules of the Nasdaq Global Select Market (“Nasdaq”).

When is the Annual Meeting and where will it be held?

The Annual Meeting will be held on Tuesday, April 14, 2015, at the Regency Ballroom, located on the third floor of the Hyatt Regency Cincinnati, at 151 West 5^th Street, Cincinnati, Ohio at 11:30 A.M. Eastern Daylight Savings Time.

Why am I being provided this proxy statement?

Fifth Third Bancorp (the “Company” or “Fifth Third”) is required by the SEC to give you, or provide you access to, this proxy statement because it is soliciting your proxy to vote your shares of Fifth Third stock at the Annual Meeting. The enclosed proxy statement summarizes information you need in order to vote at the Annual Meeting.

What is a proxy?

A proxy is your designation of another person to vote stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your shares. Three Fifth Third directors, James P. Hackett, Kevin T. Kabat and Marsha C. Williams, have been designated as the proxies to cast the votes of Fifth Third’s shareholders at the Annual Meeting.

What actions are shareholders approving at the Annual Meeting?

Election of Directors. Twelve director nominees have been recommended for election to the Board of Directors by the Nominating and Corporate Governance Committee of the Board. The nominees for election are: Nicholas K. Akins, B. Evan Bayh, Katherine B. Blackburn, Ulysses L. Bridgeman, Jr., Emerson L. Brumback, James P. Hackett, Gary R. Heminger, Jewell D. Hoover, Kevin T. Kabat, Michael B. McCallister, Hendrik G. Meijer, and Marsha C. Williams. Information about these nominees may be found in the proxy statement section titled “Election of Directors.”

Company Proposal 1: Ratification of Auditors. This is a proposal to ratify the reappointment of Deloitte & Touche LLP as the Company’s independent external audit firm for 2015. This approval is not required by law to appoint an independent external audit firm, but this appointment is submitted by the Audit Committee in order to give shareholders a voice in the designation of the independent external audit firm. If this resolution is rejected by the shareholders, then the Audit Committee will reconsider its choice of independent external audit firm. Even if this resolution is approved, the Audit Committee, at its discretion, may direct the appointment of a different independent external audit firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

Company Proposal 2: Advisory Approval of Executive Compensation. Proposal 2 is an annual advisory vote to approve the compensation of Fifth Third’s named executive officers, or NEOs. The Board will strongly consider the outcome of this advisory vote in determining the compensation of such executives. In 2014, over 94% of Fifth Third’s shareholders who voted approved the Company’s executive compensation program.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Company Proposal 3: Advisory Vote to Determine Frequency of Executive Compensation Votes. Proposal 3 is an advisory vote to determine how often shareholders will be given the opportunity to approve the compensation of the Company’s NEOs: either every one, every two, or every three years. The Board will strongly consider the outcome of these votes in determining how often the shareholders are provided a say on pay vote. At the 2014 Annual Meeting, Fifth Third’s shareholders supported the Board’s recommendation that shareholders be provided the option to cast an advisory vote every one year on the compensation of the Company’s NEOs. Accordingly, the Board decided to hold a “say on pay” vote annually.

What vote is required to approve the proposals considered at the Annual Meeting?

Election of Directors

As long as cumulative voting is not in effect, in an uncontested election of directors those nominees for director receiving a greater number of votes “for” his or her election than votes “against” his or her election will be elected as directors. In the event of a contested election or if cumulative voting is in effect, the twelve nominees receiving the greatest number of votes “for” his or her election shall be elected. 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.

All Other Proposals

All other proposals at the Annual Meeting require the affirmative vote of a majority of the votes entitled to be cast by the holders of the Company’s common stock present or represented at the Annual Meeting and entitled to vote. Abstentions have the same effect as a vote cast against a proposal. Shares not voted by brokers and other entities holding shares on behalf of beneficial owners will have no effect on the outcome.

It is important to vote your shares at the Annual Meeting.

Who may vote and what constitutes a quorum at the meeting?

Holders of Fifth Third common stock on February 23, 2015 are entitled to vote at the Annual Meeting.

In order to conduct the Annual Meeting, a majority of shares of Fifth Third common stock entitled to vote at the Annual Meeting on every matter that is to be voted on must be present in person or by proxy. This is called a quorum. Shareholders who deliver valid proxies or vote in person at the meeting will be considered part of the quorum. Once a share is represented for any purpose at the meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjourned meeting. Abstentions will be counted as present and entitled to vote for purposes of determining a quorum. Broker “non-votes” (which are explained below) are counted as present and entitled to vote for purposes of determining a quorum only for routine matters.

How many votes do I have?

Each share of Fifth Third common stock outstanding on February 23, 2015 is entitled to one vote on all proposals at the meeting. As of the close of business on February 23, 2015, there were approximately 815,207,402 shares of Fifth Third Common Stock outstanding and entitled to vote.

If notice in writing is given by any shareholder 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 shareholders for the purpose of electing directors that a shareholder desires that the voting at such election shall be cumulative, and if

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

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 shareholder giving such notice, each shareholder shall have the right to cumulate such voting power as he or she possesses in voting for Directors. This will not affect the voting procedures for the other proposals considered at the Annual Meeting.

How do I vote?

Record Shareholders

A shareholder who owns their shares in their own name may vote in person at the Annual Meeting by filling out a ballot or may authorize a proxy to vote on his or her behalf. There are three ways to authorize a proxy:

1.Internet: You may access the proxy materials on the Internet atwww.cesvote.com and follow the instructions on the proxy card or on the Notice of Internet Availability.

2.Telephone: You may call toll-free 1-888-693-8683, and follow the instructions on the proxy card or on the Notice of Internet Availability.

3.Mail: If you received your proxy materials by mail, you may vote by signing, dating and mailing the enclosed proxy card in the postage-paid envelope provided.

Shareholders who vote over the Internet may incur costs, such as telephone and Internet access charges, for which the shareholder is responsible. The Internet and telephone voting procedures are designed to authenticate a shareholder’s identity and to allow a shareholder to vote his or her shares and confirm that his or her instructions have been properly recorded. You may use the Internet or telephone to submit your proxy until 11:00 a.m., Eastern daylight savings time, on the morning of the Annual Meeting, April 14, 2015.

Street Name Shareholders

Shareholders who hold shares in “street name,” that is, through a broker, bank or other nominee, should instruct their nominee to vote their shares by following the instructions provided by the nominee. Your vote as a shareholder is important. Please vote as soon as possible to ensure that your vote is recorded. See “Can my broker vote for me?” below.

What if I sign and date my proxy but do not provide voting instructions?

A proxy that is signed and dated, but which does not contain voting instructions will be voted as follows:

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Can my broker vote for me?

If you are a beneficial owner of shares held in street name through a broker, bank or other nominee and do not provide the organization that holds your shares with specific voting instructions then, under applicable rules, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

All proposals at the Annual Meeting except Company Proposal 1 (Ratification of Auditors) are considered non-routine matters under applicable rules. A broker, bank or other nominee cannot vote without instructions on non-routine matters, and therefore broker non-votes may exist in connection with Company Proposals 2 and 3. It is important to instruct your broker, bank or other nominee to vote your shares.

The ratification of Deloitte & Touche LLP as the Company’s independent external audit firm for 2015 (Company Proposal 1) is considered a routine matter under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Company Proposal 1.

Can I change my vote or revoke my proxy?

You may change your vote or revoke your proxy at any time before it is voted at the Annual Meeting by filing with the Company an instrument revoking it, filing a duly executed proxy bearing a later date (including a proxy given over the Internet or by telephone), or by attending the meeting and electing to vote in person.Even if you plan to attend the Annual Meeting, you are encouraged to vote your shares by proxy.

How are proxy materials delivered?

Fifth Third controls its costs by following SEC rules that allow for the delivery of proxy materials to the Company’s shareholders primarily through the Internet. In addition to reducing the amount of paper used in producing these materials, this method lowers the costs associated with mailing the proxy materials to shareholders. Shareholders who own shares directly in Fifth Third and not through a bank, broker or intermediary (“record holders”) will have a Notice of Internet Availability of Proxy Materials delivered directly to their mailing address. Shareholders whose shares are held for them by banks, brokerages or other intermediaries (“beneficial holders”) will have a Notice of Internet Availability of Proxy Materials forwarded to them by the intermediary that holds the shares. Shareholders who have requested paper copies of all proxy materials and certain institutional and other shareholders will also receive paper copies of the other proxy materials including this proxy statement, the 2014 Annual Report of Fifth Third Bancorp and a proxy card or voting instruction sheet.

If you received only a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request a copy by following the instructions on the notice. The Notice of Internet Availability of Proxy Materials also contains instructions for accessing and reviewing the proxy materials over the Internet and provides directions for submitting your vote over the Internet.

What if I share an address and a last name with other Fifth Third shareholders?

To reduce the expenses of delivering duplicate proxy materials to shareholders, the Company is relying upon SEC “householding” rules that permit it to deliver only one set of applicable proxy materials to multiple shareholders who share an address and have the same last name, unless the Company receives contrary

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

instructions from any shareholder at that address. Shareholders of record who have the same address and last name and have not previously requested electronic delivery of proxy materials will receive a single envelope containing the notices or the proxy statement and proxy card for all shareholders having that address. The notice or proxy card for each shareholder will include that shareholder’s unique control number needed to vote his or her shares. This procedure reduces our printing costs and postage fees. If, in the future, you do not wish to participate in householding and prefer to receive your Notice or Proxy Statement in a separate envelope, please call us toll-free at 1-877-478-5041 in the U.S., or inform us in writing at: Fifth Third Bancorp, c/o D.F. King & Co., Inc., 48 Wall Street – 22^nd Floor, New York, NY 10005, or by email atFITB@dfking.com. We will respond promptly to such requests.

For those shareholders who have the same address and last name and who request to receive a printed copy of the proxy materials by mail, we will send only one copy of such materials to each address unless one or more of those shareholders notifies us, in the same manner described above, that they wish to receive a printed copy for each shareholder at that address.

Beneficial shareholders can request information about householding from their banks, brokers or other holders of record.

How do I request a paper or e-mail copy of the proxy materials?

Record Shareholders

You may request a paper or e-mail copy of the proxy materials by following the instructions below. You will be asked to provide your 11-digit control number located on your proxy card or Notice of Internet Availability.

1. Call the toll-free telephone number 1-800-516-1564 and follow the instructions provided, or

2. Access the websitewww.SendMaterial.com and follow the instructions provided, or

3. Send an e-mail to papercopy@SendMaterial.com with your control number in the Subject line. Unless you instruct otherwise, we will reply to your e-mail with links to the proxy materials in PDF format for this meeting only.

Please make your request for a copy on or before March 31, 2015 to facilitate timely delivery.

Street Name Shareholders

Shareholders who hold shares in “street name,” that is, through a broker, bank or other nominee, should request copies of the proxy materials by following the instructions provided by the nominee.

Can I attend the Annual Meeting?

You can attend the Annual Meeting if you are a:

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

In addition to a valid photo ID or other satisfactory proof of identification, you should bring the following items to be admitted to the Annual Meeting:

a) Record holders must present the admission ticket attached to their proxy card or Notice of Internet Availability.

b) Beneficial holders must present evidence of their ownership. Materials that appropriately evidence ownership include: a notice regarding the availability of proxy materials, the top portion of a voting instruction form or a recent proxy or letter from the bank, broker or other intermediary that holds the beneficial holders’ shares and which confirms the beneficial holders’ ownership of those shares.

c) In addition to any evidence required under (B) above for beneficial holders, authorized representatives of beneficial holders must present a letter from the record holder certifying as to the beneficial ownership of the entity they representand a letter from the beneficial holder certifying as to their status as an authorized representative.

No recording devices, photographic equipment or bullhorns will be permitted into the Annual Meeting. No written materials may be distributed by any person at or in physical proximity to the Annual Meeting. The Chairman of the Annual Meeting shall have the power to silence or have removed any person in order to ensure the orderly conduct of the Annual Meeting. Fifth Third representatives will be at the entrance to the Annual Meeting and these representatives will have the authority, on the Company’s behalf, to determine whether the admission policy and procedures are being followed and whether you will be granted admission to the Annual Meeting.

How do I propose actions for the 2016 Annual Meeting of Shareholders?

Shareholder Proposals to be included in the Company’s Proxy Statement

In order for a shareholder proposal for the 2016 Annual Meeting of Shareholders to be eligible for inclusion in the Company’s proxy statement, it must comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934 (the “Exchange Act”), and must be received by the Company on or before November 6, 2015 at the following address or facsimile number:

Fifth Third Bancorp

38 Fountain Square Plaza

MD10AT76

Cincinnati, Ohio 45263

Attn: Board Secretary

Facsimile: (513) 534-6757

Shareholder Proposals not included in the Company’s Proxy Statement

Any shareholder who intends to propose any matter to be acted upon at the 2016 Annual Meeting of Shareholders without such proposal being included in the Company’s proxy statement as a shareholder proposal must send a notice to the Board Secretary using the address and facsimile number listed above no earlier than January 15, 2016 and no later than February 15, 2016. If the notice is not provided by January 20, 2016, the persons named as proxies for the 2016 Annual Meeting will be allowed to exercise discretionary authority to vote upon such additional proposal without describing in the proxy statement for the 2016 Annual Meeting how they intend to vote on it.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

The notice to the Board Secretary must meet the requirements set forth in the Company’s Code of Regulations which are summarized below.

The notice must include:

The notice must also include:

If the notice relates to the nomination of directors, it must include for each nominee:

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

If the notice relates to any business other than nomination of directors, it must contain:

Who can I call for help in voting my shares?

If you have any questions or need assistance voting your shares, please call D.F. King & Co., Inc., which is assisting us, toll-free at 1-877-478-5041.

Who can I contact with questions about my investment in Fifth Third?

Shareholders who wish to speak to a Fifth Third representative regarding their investment in Fifth Third may communicate directly with Fifth Third’s Investor Relations Department by calling 866-670-0468. In addition, shareholders may communicate in writing directly with the Investor Relations Department by sending a letter to 38 Fountain Square Plaza, MD 1090QC, Cincinnati, OH 45263 or by emailingir@53.com. You can also view information and request documents from the Investor Relations page of Fifth Third’s website atwww.53.com.

INFORMATION ABOUT THE 2015 ANNUAL MEETING

The Board of Directors of Fifth Third Bancorp (the “Company”) is soliciting proxies for the Annual Meeting of Shareholders to be held at the Regency Ballroom, located on the third floor of the Hyatt Regency Cincinnati, at 151 West 5^th Street, Cincinnati, Ohio on Tuesday, April 16, 201314, 2015 at 11:30 a.m. Eastern daylight savings time (the “Annual Meeting”). Each of the approximately 874,474,423815,207,402 shares of Common Stockcommon stock outstanding on February 28, 201323, 2015 is entitled to one vote on all matters acted upon at the Annual Meeting. Only share holders of record on the books of the Company at the close of business on February 28, 201323, 2015 will be entitled to vote at the Annual Meeting, either in person or by proxy. The shares represented by all properly executed proxies whichthat are sent to the Company will be voted as designated and each not designated will be voted and counted as described in this proxy statement. 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 shareholder 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 shareholders for the purpose of electing Directorsdirectors that such shareholder 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 shareholder giving such notice, each shareholder shall have the right to cumulate such voting power as he or she possesses in voting for Directors.directors. This will not affect the voting procedures for the other proposals considered at the Annual Meeting.

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,directors, officers, and other regular employees of the Company, who will receive no compensation therefortherefore 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 Company has retained D.F. King & Co., Inc., a proxy solicitation firm, to assist the Company in soliciting proxies. The Company anticipates that the costs of D.F. King’s services will be approximately $13,000.$12,000.

The Annual Report of the Company for the year 2012,2014, including financial statements, has been delivered or made available to all shareholders. Such report and financial statements are not a part of this proxy statement. This proxy statement, and the form of proxy, notice of Annual Meeting, notice of internet availability and the Annual Report are first being sent or made available to shareholders on or about March 7, 2013.5, 2015.

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 shareholders known to the Company to be deemed to be beneficial owners of 5% or more of the common stock of the Company as of December 31, 2012:2014:

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who own more than ten percent of a registered class of the Company’s stock, to file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons that no Annual Statement of Changes In Beneficial Ownership of Securities on Form 5 were required for those persons, the Company believes that, for the period January 1, 2014 through December 31, 2014, its executive officers and directors complied with all filing requirements applicable to them.

ELECTION OF DIRECTORS

(Item 1 on Proxy Card)

In accordance with the Company’s Code of Regulations, Directorsdirectors are elected annually to a one (1) year term expiring at the next Annual Meeting of Shareholders. The terms of the Directorsdirectors listed below expire at the Annual Meeting on April 16, 201314, 2015 and these individuals constitute the nominees to be elected to serve until the Annual Meeting of Shareholders in 2014.2016. In accordance with the retirement guidelines set forth in the Company’s Corporate Governance Guidelines, Dr. Mitchel D. Livingston will retire at the Annual Meeting. Dr. Livingston has generously given valuable service to the Company as a director for many years. The Board of Directors has voted to decrease the size of the Board such that no vacancies will result from Dr. Livingston’s retirement. Any vacancies that occur after the Directorsdirectors are elected may be filled by the Board of Directors in accordance with law and the Company’s Code of Regulations for the remainder of the full term of the vacant directorship.

Director candidates are nominated by the Company’s Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee’s Charter directs the Committee to investigate and assess the background and skills of potential candidates and to maintain an active file of suitable candidates for directors. The Nominating and Corporate Governance Committee utilizes its pool of existing subsidiary and affiliate directors as well as the significant network of business contacts of its existing Directorsdirectors and executive management as the primary pipeline from which its Directordirector candidates are identified. The Company has also retained Diversified Search and Heidrick & Struggles International, Inc. to aid it in identifying potential director candidates. Upon identifying a candidate for serious consideration, the Company’s Chief Executive Officer and one or more members of the Nominating and Corporate Governance Committee initially interviews such candidate. If the candidate merits further consideration, the candidate subsequently interviews with all other Nominating and Corporate Governance Committee members (individually or as a group), meets the Company’s Chief Executive Officer and other Executive Officers and ultimately meets many of the other Directors.remaining directors. The Nominating and Corporate Governance Committee elicits feedback from all persons who meet the candidate and then determines whether or not to nominate the candidate.

The Company’s Corporate Governance Guidelines set forth the following criteria for Directors:directors: independence (in order to compose a Board of Directors that has a majority of its members who are independent); highest personal and professional ethics and integrity; willingness to devote sufficient time to fulfilling duties as a Director;director; impact on the diversity of the Board’s overall experience in business, government, education, technology and other areas relevant to the Company’s business; impact on the diversity of the Board’s composition in terms of age, skills, ethnicity and other factors relevant to the Company’s business; and number of other public company boards on which the candidate may serve (generally, should not be more than three public company boards in addition to the Company). The Company’s Corporate Governance Guidelines provide that shareholders may propose nominees to the Nominating and Corporate Governance Committee by submitting the names and qualifications of such persons to the Nominating and Corporate Governance Committee no later than December 31 of each year. Submissions are to be addressed to the Nominating and Corporate Governance Committee at the Company’s executive offices, which submissions will then be forwarded to the Committee. The Nominating and Corporate Governance Committee would then evaluate the possible nominee using the criteria outlined above and would consider such person in comparison to all other candidates. The Nominating and Corporate Governance Committee is not obligated to nominate any such individual for election. No such shareholder nominations have been received by the Company for this Annual Meeting. Accordingly, no rejections or refusals of such candidates have been made by the Company. Shareholders may also nominate candidates directly for election by following the procedures in the Company’s Code of Regulations. These are summarized in the “2016 Shareholder Proposals” section of this proxy statement.

2

The Nominating and Corporate Governance Committee of the Board of Directors has nominated for election as Directorsdirectors the following fourteen (14)twelve (12) persons: Darryl F. Allen,Nicholas K. Akins, B. Evan Bayh III, Katherine B. Blackburn, Ulysses L. Bridgeman, Jr., Emerson L. Brumback, James P. Hackett, Gary R. Heminger, Jewell D. Hoover, William M. Isaac, Kevin T. Kabat, Mitchel D. Livingston, Ph.D., Michael B. McCallister, Hendrik G. Meijer, John J. Schiff, Jr., and Marsha C. Williams. Unless instructed otherwise, it is

ELECTION OF DIRECTORS

The following tables set forth information with respect to each director nominee for election at the intentionAnnual Meeting including their business experience, share holdings and qualifications as a director 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 Nominating and Corporate Governance Committee of the Board of Directors recommends. Proxies in the form solicited hereby which are returned to the Company will be voted in favor of the fourteen (14) nominees specified above unless otherwise instructed by the shareholder. 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 in accordance with Ohio law and the Company’s Articles of Incorporation and Code of Regulations.Company. The Board of Directors recommends a vote “For” eachhas determined that all directors have met the independence standards of Rule 5605(a)(2) of the candidatesNational Association of Securities Dealers listing standards with the exception of Mr. Kabat.

										Shares of Company Common Stock Beneficially Owned on December 31, 2014(1)
				Name, Age and Principal Occupation During the Past Five Years		Director Since				Number(2)				Percent of Class
				NOMINEES FOR ELECTION AS DIRECTORS:
				NICHOLAS K. AKINS, 54, is the Chairman, President & Chief Executive Officer of American Electric Power.			2013				4,623				.0006	%
				Mr. Akins possesses valuable business expertise obtained in his role as the Chief Executive Officer of a large, multi-state electric utility where he gained experience from a focus on local operating utilities, community involvement, government relations and regulations at the state, local and federal levels. Mr. Akins has experience in all facets of operational, financial and compliance related activities in a heavily regulated business and industry.
				B. EVAN BAYH III, 59, is a Partner for the law firm McGuireWoods LLP and a senior advisor to the private equity firm, Apollo Global Management. Mr. Bayh also serves on the Board of Directors of Marathon Petroleum Corporation, Berry Plastics Group, Inc. and RLJ Lodging Trust.			2011				19,981				.0024	%
				For two decades, first as Governor of Indiana and then in the United States Senate, Mr. Bayh dealt with a variety of financial, economic and policy issues that impact a wide variety of businesses. He had supervisory authority over thousands of employees and oversaw a budget in excess of $10 billion. As a member of the Senate Banking Committee and Chairman of the International Trade and Finance Subcommittee, Mr. Bayh gained perspective on issues of particular relevance to Fifth Third Bancorp.
				KATHERINE B. BLACKBURN, 49, is the Executive Vice President of the Cincinnati Bengals, Inc.			2014				19,500				.0024	%
				Ms. Blackburn possesses valuable and unique business experience in running operations for the Cincinnati Bengals professional football franchise. Her experiences have given her skills and expertise that qualify her for Board service including her roles in player contract negotiations, oversight of the team’s management of the NFL salary cap, her service as chair of the NFL’s diversity committee and Super Bowl committee and her position as one of six trustees of the Player Retirement Benefit Board (three of whom are retired players and three of whom are NFL Club representatives), as well as her education and prior experiences as an attorney. Additionally, Ms. Blackburn brings to the Board knowledge and familiarity of the Company and its headquarters city of Cincinnati.

ELECTION OF DIRECTORS

										Shares of Company Common Stock Beneficially Owned on December 31, 2014(1)
				Name, Age and Principal Occupation During the Past Five Years		Director Since				Number(2)				Percent of Class
				ULYSSES L. BRIDGEMAN, JR., 61, is the owner and president of B.F. Companies, which operates a number of Wendy’s Old Fashioned Hamburger restaurants and Chili’s restaurants. Director of Churchill Downs, Incorporated.			2007				42,113				.0051	%
				Mr. Bridgeman brings entrepreneurial business knowledge and experience to the Board through his ownership and operation of a restaurant franchise with 300 locations in 11 states. He also has intimate knowledge of the Company through his experience as a director of one of the Company’s banking affiliates in Louisville, Kentucky.
				EMERSON L. BRUMBACK, 63, Retired President & COO of M&T Bank. Former director of M&T Bank Corporation.			2009				38,624				.0047	%
				Mr. Brumback possesses a vast amount of knowledge regarding banking though his 30+ years of experience in the financial services industry with several banking organizations including the Buffalo branch of the Federal Reserve Bank of New York. He has gained valuable insight through his experience in executive positions overseeing many aspects of the banking field including retail banking, commercial banking, banking operations and systems. He also brings his experience as a board member with another financial services company.
				JAMES P. HACKETT, 59, Vice Chair and Director of Steelcase Inc., a manufacturer of office systems. Previously, Mr. Hackett also served as the Chief Executive Officer of Steelcase Inc. until March 1, 2014 and its President until April 2013. Mr. Hackett was named interim Athletic Director of the University of Michigan on October 31, 2014. Trustee of The Northwestern Mutual Life Insurance Company. Director of Ford Motor Company.			2001				65,047				.0079	%
				Mr. Hackett’s knowledge and experience in leading a large global organization are valuable attributes for his service as a director. He also possesses skills in building a lean manufacturing environment and has directed the innovation of legacy businesses and practices. Mr. Hackett also brings his knowledge and experience of the financial services industry gained from his position as a director of a large insurance company and a predecessor banking organization.

ELECTION OF DIRECTORS

										Shares of Company Common Stock Beneficially Owned on December 31, 2014(1)
				Name, Age and Principal Occupation During the Past Five Years		Director Since				Number(2)				Percent of Class
				GARY R. HEMINGER, 61, President, Chief Executive Officer and Director of Marathon Petroleum Corporation and the Chairman and Chief Executive Officer of MPLX LP.			2006				44,555				.0054	%
				Mr. Heminger possesses valuable business knowledge gained from his responsibilities in overseeing all operations, performance, reporting and financial metrics for Marathon’s refining, marketing, transportation and Speedway business and has financial experience through his oversight of all financial data, working capital, and merger and acquisition activity.
				JEWELL D. HOOVER, 66, Principal and bank consultant with Hoover and Associates, LLC and author of the “Ultimate Guide for Bank Directors.” Ms. Hoover is a former director of First Charter Corporation.			2009				36,538				.0044	%
				Ms. Hoover’s qualifications for service as a director of the Company include 28 years of service with the Office of the Comptroller of the Currency- including service as the Deputy Comptroller of the agency’s Western District. She also has gained valuable banking experience and knowledge as a bank consultant for corporate governance, director training and problem bank resolution matters. Additionally, she has first-hand knowledge of the Company through her service as a director of its North Carolina affiliate and a predecessor banking organization.
				KEVIN T. KABAT, 58, Vice Chairman of the Bancorp since September 2012 and Chief Executive Officer of the Bancorp since April 2007. Previously, Mr. Kabat was President of the Bancorp from June 2006 through September 2012 and was Executive Vice President of the Bancorp from December 2003 through June 2006. Prior to that he was President and Chief Executive Officer of Fifth Third Bank (Michigan) since April 2001. Director of Unum Group.			2007				3,092,744				.3743	%
				Mr. Kabat brings valuable insight and knowledge to the Board due to his service as its Chief Executive Officer. Mr. Kabat also has gained valuable banking knowledge from his years of service in the financial services industry, including his leadership of a predecessor banking organization and his service on the board of a large insurance company.

ELECTION OF DIRECTORS

										Shares of Company Common Stock Beneficially Owned on December 31, 2014(1)
				Name, Age and Principal Occupation During the Past Five Years		Director Since				Number(2)				Percent of Class
				MICHAEL B. MCCALLISTER, 62, is the retired Chairman of the Board of Directors of Humana Inc. Previously, Mr. McCallister was the Chief Executive Officer of Humana Inc. from February 2000 until his retirement as Chief Executive Officer in December 2012. He was elected as a Humana board member in February 2000 and became Chairman of the Board in August 2010. Mr. McCallister joined Humana in June 1974. Director of AT&T Inc. and director of Zoetis Inc.			2011				20,766				.0025	%
				As a 39-year veteran of Humana Inc., Mr. McCallister brings an unparalleled depth of experience in the health care sector combined with an intimate knowledge of Humana’s operational, financial and strategic development. Beyond Humana, Mr. McCallister plays a leadership role in key business advocacy organizations. He served on the board of the Business Roundtable and is the past chairman of the organization’s Health and Retirement Task Force.
				HENDRIK G. MEIJER, 63, Co-Chairman, Director and Chief Executive Officer of Meijer, Inc. and its affiliates, a food and general merchandise retailer with approximately 215 supercenters located in Michigan, Ohio, Indiana, Illinois, Kentucky and Wisconsin.			2001				80,834				.0098	%
				Mr. Meijer has extensive business knowledge and experience gained through his position as the Chief Executive Officer of a company with more than 65,000 employees and approximately 215 retail locations that competes successfully with the largest retailers in the United States. Mr. Meijer also has valuable banking knowledge through his service as a director of a predecessor banking organization.
				MARSHA C. WILLIAMS, 63, retired Senior Vice President and Chief Financial Officer of Orbitz Worldwide, Inc. from July 2007 through December 31, 2010. From 2002 to 2007, Ms. Williams served as Executive Vice President and Chief Financial Officer of Equity Office Properties Trust, the nation’s largest owner and operator of office buildings. Supervisory Director of Chicago Bridge & Iron Company N.V. and Lead Independent Director of Modine Manufacturing Company and the Davis Funds.			2008				36,445				.0044	%
				Ms. Williams’ qualifications for director include her extensive experience in financial matters including 42 years in finance and her service as the Chief Financial Officer of Orbitz and Equity Office Properties Trust as well as her service on the board of directors of other publicly traded corporations and mutual funds. Ms. Williams also possesses knowledge and experience in the financial services industry through her 15 years of service with other banking organizations.

ELECTION OF DIRECTORS

										Shares of Company Common Stock Beneficially Owned on December 31, 2014(1)
				Name, Age and Principal Occupation During the Past Five Years		Director Since				Number(2)				Percent of Class
				Non-continuing Director:
				DR. MITCHEL D. LIVINGSTON, 70, retired Vice President for Student Affairs and Chief Diversity Officer, University of Cincinnati from July 2007 through December 2012 and is currently serving as an Adjunct Professor in Educational Studies at the University of Cincinnati. Formerly, Dr. Livingston was Vice President for Student Affairs, University of Cincinnati.			1997				32,037				.0039	%
				All directors and executive officers as a Group (26 persons)							7,930,052				.9563	%

(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. As of December 31, 2014, none of the Company’s current executive officers or directors owned any Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock or any Depositary Shares representing interests in Series H Preferred Stock, Series I Preferred Stock or Series J Preferred Stock.

(2)

The amounts shown represent the total shares owned outright by such individuals together with shares which are issuable upon the exercise of currently exercisable (or exercisable within 60 days), but unexercised, stock appreciation rights. Specifically, the following individuals have the right to acquire the shares indicated after their names, upon the exercise of stock appreciation rights: Mr. Bridgeman, 1,000; Mr. Hackett, 5,000; Mr. Heminger, 500; Ms. Hoover, 500; Mr. Kabat, 2,215,665; Dr. Livingston, 5,000 and Mr. Meijer, 5,000. The aggregate number of shares issuable upon the exercise of currently exercisable (or exercisable within 60 days), but unexercised, stock appreciation rights held by the executive officers who are not also directors or nominees is 2,929,567.

As previously announced, Fifth Third Bancorp and Daniel T. Poston, its Executive Vice President and Chief Strategy and Administrative Officer and former Chief Financial Officer, entered into a settlement with the SEC to resolve the Commission’s previously reported investigation of the Company’s historical accounting and reporting with respect to certain commercial loans that were sold or reclassified as held-for-sale by the Company in the fourth quarter of 2008. Without admitting or denying any findings, the Company and Mr. Poston consented to the SEC’s issuance of an administrative order announced on December 4, 2013 finding violations of certain provisions of the securities laws, including Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 (the “Securities Act”) and Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act. The administrative order includes a cease and desist order and a separate civil money penalty of $100,000, and also contains a provision that prevents Mr. Poston from appearing or practicing before the SEC as an accountant and allows him to apply for Director named above.reinstatement one year from the date of the order.

ELECTION OF DIRECTORS

VOTE REQUIRED

Under Ohio law and the Company’s Articles of Incorporation and Code of Regulations, as long as cumulative voting is not in effect, in an uncontested election of Directors (i.e.directors (i.e., an election where the number of candidates nominated for election to the Board of Directors equals the number of Directorsdirectors to be elected), those persons receiving a greater number of votes “for” his or her election than votes “against” his or her election will be elected as Directors.directors. In the event of a contested election or if cumulative voting is in effect, the fourteentwelve nominees receiving the greatest number of votes “for” his or her election shall be elected. The Company has also adopted provisions of its Corporate Governance Guidelines stating that, as long as cumulative voting is not in effect, in an uncontested election of Directors,directors, any nominee for Directordirector who receives a greater number of votes “against” his or her election than votes “for” his or her election will promptly tender his or her resignation to the Chairman of the Board following certification of the shareholder vote. The Nominating and Corporate Governance Committee will promptly consider the tendered resignation and will recommend to the Board whether to accept or reject the tendered resignation no later than 60 days following the date of the shareholders’ meeting at which the election occurred. In considering whether to accept or reject the tendered resignation, the Nominating and Corporate Governance Committee will consider factors deemed relevant by the Committee members including, without limitation, the Director’sdirector’s length of service, the Director’sdirector’s particular qualifications and contributions to Fifth Third, the reasons underlying the majority against vote (if known) and whether these reasons can be cured, and compliance with stock exchange listing standards and the Corporate Governance Guidelines. The Board will act on the Nominating and Corporate Governance Committee’s recommendation no later than 90 days following the date of the shareholders’ meeting at which the election occurred. In considering the Nominating and Corporate Governance Committee’s recommendation, the Board will consider the factors considered by the Committeethat committee and such additional information and factors the Board believes to be relevant.

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The following tables set forth information with respectIf any nominee(s) shall be unable to each Director nomineeserve, which is not now contemplated, the proxies will be voted for election atsuch substitute nominee(s) as the Annual Meeting including their business experience, share holdingsNominating and qualifications as a DirectorCorporate Governance Committee of the Company. The Board of Directors has determined that all Directors have metrecommends. Proxies in the independence standards of Rule 4200(a)(15)form solicited hereby which are returned to the Company will be voted in favor of the National Associationtwelve (12) nominees specified above unless otherwise instructed by the shareholder. Shares not voted by brokers and other entities holding shares on behalf of Securities Dealers listing standardsbeneficial owners will not be counted and will have no effect on the outcome of the election in accordance with Ohio law and the exceptionCompany’s Articles of Mr. Kabat.Incorporation and Code of Regulations.

										Shares of Company Common Stock Beneficially Owned on December 31, 2012(1)
				Name, Age and Principal Occupation During the Past Five Years		Director Since				Number(2)				Percent of Class
				Nominees for Election as Directors:
				DARRYL F. ALLEN, 69, is the retired Chairman, CEO and President of Aeroquip-Vickers, Inc., formerly known as Trinova Corporation, a manufacturer and distributor of engineered components for industry, automotive, aerospace and defense. Manager of Allen Ventures, LLC. Former Director of Milacron Inc.			1997				48,727				.0100	%
				As a certified public accountant, Mr. Allen brings a wealth of financial expertise to the Board. Mr. Allen also possesses practical business experience as the former CFO and then CEO of a Fortune 500 manufacturing company. He has a great knowledge of banking through five years of board service with another bank and intimate knowledge of the Company through his experience as a director of one of the Company’s banking affiliates in Northwestern Ohio.
				B. EVAN BAYH III, 57, is a Partner for the law firm McGuireWoods LLP and a senior advisor to the private equity firm, Apollo Global Management. Mr. Bayh also serves on the Board of Directors of Marathon Petroleum Corporation, Berry Plastics Group, Inc. and RLJ Lodging Trust.			2011				9,486				.0011	%
				For two decades, first as Governor of Indiana and then in the United States Senate, Mr. Bayh dealt with a variety of financial, economic and policy issues that impact a wide variety of businesses. He had supervisory authority over thousands of employees and oversaw a budget in excess of $10 billion. As a member of the Senate Banking Committee and Chairman of the International Trade and Finance Subcommittee, Mr. Bayh gained perspective on issues of particular relevance to Fifth Third Bancorp.
				ULYSSES L. BRIDGEMAN, JR., 59, is the owner and president of B.F. Companies, which operates a number of Wendy’s Old Fashioned Hamburger restaurants and Chili’s restaurants. Director of Churchill Downs, Incorporated.			2007				32,118				.0036	%
				Mr. Bridgeman brings entrepreneurial business knowledge and experience to the Board through his ownership and operation of a restaurant franchisee with 300 locations in 11 states. He also has intimate knowledge of the Company through his experience as a director of one of the Company’s banking affiliates in Louisville, Kentucky.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE

CANDIDATES FOR DIRECTOR NAMED ABOVE.

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										Shares of Company Common Stock Beneficially Owned on December 31, 2012(1)
				Name, Age and Principal Occupation During the Past Five Years		Director Since				Number(2)				Percent of Class
				EMERSON L. BRUMBACK, 61, Retired President & COO of M&T Bank. Former director of M&T Bank Corporation.			2009				29,909				.0034	%
				Mr. Brumback possesses a vast amount of knowledge regarding banking though his 30+ years of experience in the financial services industry with several banking organizations including the Buffalo branch of the Federal Reserve Bank of New York. He has gained valuable insight through his experience in executive positions overseeing many aspects of the banking field including retail banking, commercial banking, banking operations and systems. He also brings his experience as a board member with another financial services company.
				JAMES P. HACKETT, 57, President, CEO and Director of Steelcase Inc., a manufacturer of office systems. Trustee of The Northwestern Mutual Life Insurance Company.			2001				52,580				.0060	%
				Mr. Hackett’s knowledge and experience in leading a large global organization are valuable attributes for his service as a Director. He also possesses skills in building a lean manufacturing environment and has directed the innovation of legacy businesses and practices. Mr. Hackett also brings his knowledge and experience of the financial services industry gained from his position as a Director of a large insurance company and a predecessor banking organization.
				GARY R. HEMINGER, 59, President, CEO and Director of Marathon Petroleum Corporation.			2006				34,560				.0040	%
				Mr. Heminger possesses valuable business knowledge gained from his responsibilities in overseeing all operations, performance, reporting and financial metrics for Marathon’s refining, marketing transportation and Speedway business and has financial experience through his oversight of all financial data, working capital, and merger and acquisition activity.

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										Shares of Company Common Stock Beneficially Owned on December 31, 2012(1)
				Name, Age and Principal Occupation During the Past Five Years		Director Since				Number(2)				Percent of Class
				JEWELL D. HOOVER, 64, Principal and bank consultant with Hoover and Associates, LLC and author of the “Ultimate Guide for Bank Directors.” Ms. Hoover is a former director of First Charter Corporation.			2009				27,999				.0032	%
				Ms. Hoover’s qualifications for service as a Director of the Company include 28 years of service with the Office of the Comptroller of the Currency- including service as the Deputy Comptroller of the agency’s Western District. She also has gained valuable banking experience and knowledge as a bank consultant for corporate governance, director training and problem bank resolution matters. Additionally, she has first-hand knowledge of the Company through her service as a director of its North Carolina affiliate and a predecessor banking organization.
				WILLIAM M. ISAAC, 69, Chairman of Fifth Third Bancorp and Senior Managing Director of FTI Consulting, as well as Chairman of Isaac Property Companies.			2010				64,885				.0074	%
				Mr. Isaac’s banking experience spans 40+ years of service in roles such as lawyer, consultant, regulator, and director. Mr. Isaac also served for nearly eight years on the board of the Federal Deposit Insurance Corporation, holding the title of Chairman for nearly five of those years.
				KEVIN T. KABAT, 56, Vice Chairman of the Bancorp since September 2012 and Chief Executive Officer of the Bancorp since April 2007. Previously, Mr. Kabat was President of the Bancorp from June 2006 through September 2012 and was Executive Vice President of the Bancorp from December 2003 through June 2006. Prior to that he was President and CEO of Fifth Third Bank (Michigan) since April 2001. Director of Unum Group.			2007				2,429,033				.2750	%
				Mr. Kabat brings valuable insight and knowledge to the Board due to his service as its Chief Executive Officer. Mr. Kabat also has gained valuable banking knowledge from his years of service in the financial services industry, including his leadership of a predecessor banking organization and his service on the board of a large insurance company.

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										Shares of Company Common Stock Beneficially Owned on December 31, 2012(1)
				Name, Age and Principal Occupation During the Past Five Years		Director Since				Number(2)				Percent of Class
				DR. MITCHEL D. LIVINGSTON, 68, retired Vice President for Student Affairs and Chief Diversity Officer, University of Cincinnati from July 2007 through December 2012 and is currently serving as an Adjunct Professor in Educational Studies at the University of Cincinnati. Formerly, Dr.Livingston was Vice President for Student Affairs, University of Cincinnati.			1997				44,993				.0051	%
				Dr. Livingston’s qualifications for Board service include 40 years of management experience in large, complex organizations with hundreds of employees under his supervision as well as his management of multi-million dollar budgets. He has extensive educational experiences in financial matters and the banking industry in particular and has served on the boards of other corporations and community affairs organizations.
				MICHAEL B. MCCALLISTER, 60, is the Chairman of the Board of Directors of Humana Inc. Previously, Mr. McCallister was the Chief Executive Officer of Humana Inc. from February 2000 until his retirement as CEO in December 2012. He was elected as a Humana board member in February 2000 and became Chairman of the Board in August 2010. Mr. McCallister joined Humana in June 1974. Director of AT&T Inc. and director of Zoetis Inc.			2011				10,271				.0012	%
				As a 38-year veteran of Humana Inc., Mr. McCallister brings an unparalleled depth of experience in the health care sector combined with an intimate knowledge of Humana’s operational, financial and strategic development. Beyond Humana, Mr. McCallister plays a leadership role in key business advocacy organizations. He is on the board of the Business Roundtable and is the past chairman of the organization’s Health and Retirement Task Force. He is also a member of the board of directors of America’s Health Insurance Plans, the health benefits industry’s primary trade association.
				HENDRIK G. MEIJER, 61, Co-Chairman, Director and CEO of Meijer, Inc. and its affiliates, a food and general merchandise retailer with approximately 200 supercenters located in Michigan, Ohio, Indiana, Illinois and Kentucky.			2001				75,339				.0090	%
				Mr. Meijer has extensive business knowledge and experience gained through his position as the CEO of a company with more than 60,000 employees and 200 retail and wholesale locations that competes successfully with the largest retailers in the United States. Mr. Meijer also has valuable banking knowledge through his service a director of a predecessor banking organization.

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										Shares of Company Common Stock Beneficially Owned on December 31, 2012(1)
				Name, Age and Principal Occupation During the Past Five Years		Director Since				Number(2)				Percent of Class
				JOHN J. SCHIFF, JR., 69, Chairman of the Executive Committee, Director and former CEO of Cincinnati Financial Corporation. Former Chairman of John J. & Thomas R. Schiff & Co., Inc., an insurance agency. Director of Standard Register Co. and former director of Cinergy Corp.			1983				568,612				.0700	%
				Mr. Schiff brings extensive knowledge of the financial services industry with a specialty in insurance and investment operations as well as valuable knowledge of the Company through his tenure on its Board of Directors.
				MARSHA C. WILLIAMS, 61, retired Senior Vice President and Chief Financial Officer of Orbitz Worldwide, Inc. from July 2007 through December 31, 2010. From 2002 to 2007, Ms. Williams served as Executive Vice President and Chief Financial Officer of Equity Office Properties Trust, the nation’s largest owner and operator of office buildings. Supervisory Director of Chicago Bridge & Iron Company N.V. and Director of Modine Manufacturing Company and the Davis Funds.			2008				25,950				.0030	%
				Ms. Williams’ qualifications for Director include her extensive experience in financial matters including 38 years in finance and her service as the Chief Financial Officer of Orbitz and Equity Office Properties Trust as well as her service on the board of directors of other publicly traded corporations and mutual funds. Ms. Williams also possesses knowledge and experience in the financial services industry through her 15 years of service with other banking organizations.
				All Directors and Executive Officers as a Group (26 persons)							7,470,861				.843	%

(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. As of December 31, 2012, none of the Company’s current Executive Officers or Directors owned any Series G Preferred Stock or any Depositary Shares representing interests therein.

(2)

The amounts shown represent the total shares owned outright by such individuals together with shares which are issuable upon the exercise of currently exercisable (or exercisable within 60 days), but unexercised, stock options and stock appreciation rights. Specifically, the following individuals have the right to acquire the shares indicated after their names, upon the exercise of stock options and stock appreciation rights, respectively: Mr. Allen, 5,000 and 5,000; Mr. Bridgeman, 500 and 1,000; Mr. Hackett, 5,000 and 5,000; Mr. Heminger, 500 and 500; Ms. Hoover, 0 and 375; Mr. Kabat, 60,000 and 1,620,684; Dr. Livingston, 5,000 and 5,000; Mr. Meijer, 5,000 and 5,000; and Mr. Schiff, 5,000 and 5,000. The aggregate number of shares issuable upon the exercise of currently exercisable (or exercisable within 60 days), but unexercised, stock options and stock appreciation rights held by the Executive Officers who are not also Directors or nominees is 2,599,822.

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BOARD OF DIRECTORS, ITS COMMITTEES, MEETINGS AND FUNCTIONS

The Board of Directors of the Company met eight (8)nine (9) times during 2012.2014. The Company’s Board of Directors also regularly holds executive sessions of those members of the Board of Directors who meet the then current standards of independence. The chairman at these executive sessions is the Chairman of the Company’s Board of Directors.

No member of the Board of Directors of the Company attended less than 75% of the aggregate meetings of the Board of Directors and all committees on which such Directordirector served during 2012.2014.

Neither the Board nor the Nominating and Corporate Governance Committee has implemented a formal policy regarding Directordirector attendance at the Annual Meeting. Typically, the Board holds its annual organizational meeting directly following the Annual Meeting, which results in most directors being able to attend the Annual Meeting. In 2012, 13 out of 14 Directors2014, all directors attended the Annual Meeting.

In 2012,During 2014, there were six (6) committees of the Board of Directors: Audit, Human Capital &and Compensation, Finance, Nominating and Corporate Governance, Risk and Compliance, and Trust. The Trust Committee was eliminated in March of 2014.

The Audit Committee of the Company was established in accordance with Section 3(a)(58)(A) of the Exchange Act and serves in a dual capacity as the Audit Committee of the Company and Fifth Third Bank. Twelve (12) meetings of this Committee were held during 2012.2014. This Committee’s functions include the engagement of the independent registered public accountingexternal audit firm, reviewing with that firm the plans and results of the audit engagement of the Company, approving the annual audit plan and reviewing the results of the procedures for internal auditing, reviewing the independence of the independent registered public accountingexternal audit firm, reviewing the Company’s financial results and periodic Securities and Exchange CommissionSEC filings, reviewing the design and effectiveness of the Company’s internal controls and similar functions and approving all auditing and non-auditing services performed by its independent registered public accountingexternal audit firm. Another function of thisthe Audit Committee is to carry out the statutory requirements of a bank audit committee as prescribed under applicable law. The Board of Directors has adopted a written charter for the Audit Committee, which may be found in the Corporate Governance Sectionsection of the Company’s website at www.53.com.www.53.com. The Audit Committee members for 20122014 were Emerson L. Brumback, Nicholas K. Akins, Jewell D. Hoover and Michael B. McCallister. Marsha C. Williams and former director Darryl F. Allen Emerson L. Brumback, Jewell D. Hoover, Michael B. McCallister and Marsha C. Williams.also served on the Audit Committee from January through April of 2014. All members of the Audit Committee met the independence standards of Rule 4200(a)(15)5605(a)(2) and the audit committee qualifications of Rule 4350(d)(2) of the National Association of Securities Dealers listing standards. The Board of Directors has determined that Darryl F. AllenNicholas K. Akins, Emerson L. Brumback and Marsha C. WilliamsMichael B. McCallister are audit committee financial experts for the Company and are independent as described in the preceding sentence. The formal report of the Audit Committee with respect to the year 20122014 is on page 5264 herein.

The Company has a Human Capital & Compensation Committee comprised entirely of independent Directors. Executive compensation and equity plan allocations are determined by this Committee of the Board of Directors. The Board of Directors has adopted a Human Capital & Compensation Committee Charter which may be found in the Corporate Governance Section of the Company’s website at www.53.com. This Committee consisted of Emerson Brumback, Gary R. Heminger, Mitchel D. Livingston, Ph.D., Hendrik G. Meijer and Marsha C. Williams and met eight (8) times during 2012. The formal report of the Compensation Committee with respect to 2012 compensation is on page 51 herein.

The Finance Committee of the Company served in a dual capacity as the Finance Committee of the Company and Fifth Third Bank. This Committee exercises, during the intervals between the meetings of the Board of Directors, all the powers of the Board of Directors of the Company and Fifth Third Bank in the management of the business, properties and affairs of the Company and Fifth Third Bank that may be permissibly exercised by a committee thereof. The Finance Committee met nine (9)six (6) times in 20122014 and consisted of Emerson L. Brumback, James P. Hackett, Gary R. Heminger, Marsha C. Williams and Kevin Kabat. Former director William M. Isaac and Kevin Kabat.also served on the Finance Committee from January through April of 2014. The Board of Directors havehas adopted a Finance Committee Chartercharter which may be found in the Corporate Governance Sectionsection of the Company’s website at www.53.com.www.53.com.

The Company has a Human Capital and Compensation Committee comprised entirely of independent directors. Executive compensation and equity plan allocations are determined by this Committee of the Board of Directors. The Board of Directors has adopted a Human Capital and Compensation Committee charter which may be found in the Corporate Governance section of the Company’s website atwww.53.com. In 2014, the

BOARD OF DIRECTORS, ITS COMMITTEES, MEETINGS AND FUNCTIONS

 

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Human Capital and Compensation Committee consisted of Nicholas K. Akins, Gary R. Heminger, Mitchel D. Livingston, Ph.D., Hendrik G. Meijer and Marsha C. Williams. Emerson L. Brumback also served on the Human Capital and Compensation Committee from January through April of 2014. The Human Capital and Compensation Committee met nine (9) times during 2014. The formal report of the Human Capital and Compensation Committee with respect to 2014 compensation is on page 62 herein.

The Company has a Nominating and Corporate Governance Committee comprised entirely of independent Directors.directors. This Committee develops and recommends to the Board corporate governance policies and guidelines for the Company and for the identification and nomination of Directordirector and committee member candidates; and nominates Directorsdirectors for election to the Board and appointment to committee membership. The Board of Directors has adopted a Nominating and Corporate Governance Committee Chartercharter which may be found in the Corporate Governance Sectionsection of the Company’s website at www.53.com. Thiswww.53.com. In 2014, the Nominating and Corporate Governance Committee consisted of Darryl F. Allen, B. Evan Bayh, Ulysses L. Bridgeman, Jr., Gary R. Heminger and Hendrik G. Meijer. James P. Hackett and former director Darryl F. Allen also served on the Nominating and Corporate Governance Committee from January through April of 2014. The Nominating and Corporate Governance Committee met three (3) times during 2012.2014.

The Company’s Risk and Compliance Committee serves in a dual capacity as the Risk and Compliance Committee of the Company and the Bank. This Committee oversees management’s compliance with all of the Company’s regulatory obligations arising under applicable federal and state banking laws, rules and regulations, including any terms and conditions required from time to time by any action, formal or informal, of any federal or state banking regulatory agency or authority and any responses of management to any inquiries from any applicable banking regulator, and oversees management’s implementation and enforcement of the Company’s risk management policies and processes. The Board of Directors has adopted a Risk and Compliance Committee Chartercharter which may be found in the Corporate Governance Sectionsection of the Company’s website at www.53.com. Thiswww.53.com. The Risk and Compliance Committee met eight (8)ten (10) times in 20122014 and consisted of five independent directors: B. Evan Bayh, Ulysses L. Bridgeman, Jr., Jewell D. Hoover, Mitchel D. Livingston, Ph.D., Hendrik G. Meijer and Marsha C. Williams. Ulysses L. Bridgeman, Jr. also served on the Risk and Compliance Committee from January through April of 2014.

The Company hashad a Trust Committee which servesserved in a dual capacity as the Trust Committee of the Company and the Bank. ThisThe Trust Committee reviewswas eliminated in March of 2014. The responsibilities, duties, powers and authorities previously set forth in the charter of the Trust Committee were delegated to the Risk and Compliance Committee. The Trust Committee used to review the fiduciary activities of the Bank and, more generally, overseesoversaw the structure for fiduciary activities for each of the Company’s subsidiary banks, including the Bank. In this regard, the Trust Committee hashad responsibility to report risks identified in its review of such fiduciary activities to the Company’s Risk and Compliance Committee. The Trust Committee also hashad overall responsibility for evaluating and approving the fiduciary policies of the Company and its bank subsidiaries. subsidiary. In 2014, the Trust Committee consisted of Messrs. Livingston and Kabat and former director John J. Schiff, Jr., and met one (1) time before being eliminated in March of 2014.

CORPORATE GOVERNANCE

The Board of Directors has adopted the Fifth Third Bancorp Corporate Governance Guidelines which may be found in the Corporate Governance section of the Company’s website atwww.53.com. The Board of Directors has also adopted the Fifth Third Bancorp Code of Business Conduct and Ethics which applies to the Company’s Chief Executive Officer, Chief Financial Officer, Controller and its other employees and may also be found in the Corporate Governance section of the Company’s website atwww.53.com.

BOARD LEADERSHIP

The same person does not serve as the Company’s Chief Executive Officer and Chairman. The Company’s Chairman is a Trust Committee Charter whichnon-executive director and the Company also uses an independent Lead Director. The position duty statement for the Lead Director may be found in the Corporate Governance Section of the Company’s website at www.53.com.www.53.com. The Board believes that the Company’s shareholders are best served by a Board that has the flexibility to establish a leadership structure that fits the needs of the Company at any particular point in time. Under the Company’s Code of Regulations and Corporate Governance Guidelines, the Board of Directors has the authority to combine or separate the positions of Chairman and Chief Executive Officer as well as determine whether, if the positions are separated, the Chairman is an affiliated director or an independent director.

The Board believes this structure is appropriate at the current time in order to allow the Chairman to provide support and guidance to the Chief Executive Officer while also allowing the Board to have a separate director handle governance matters and coordinate meetings of independent directors. These decisions were based, in part, on the qualifications of the individuals serving in these roles including the experience of the Chairman as the former Chief Executive Officer of a global manufacturing organization and the experience of the Lead Director including her 42 years in finance and her service as the Chief Financial Officer of Orbitz and Equity Office Properties Trust as well as her service with other banking organizations.

From time to time, the Board may consider combining the role of Chairman and Chief Executive Officer or discontinuing its use of its Lead Director. These decisions will be dependent on the make-up of the Board at that time and the availability and willingness of candidates for Chairman and/or Lead Director who meet any expertise and experience criteria and qualifications indentified by the Board, as well as other factors.

RISK MANAGEMENT OVERSIGHT

The role of the Board of Directors is to provide oversight to ensure an effective enterprise risk management program is in place, including an appropriate enterprise risk management framework and related governance structure. The Board sets the overall risk appetite for the Company, including the establishment and monitoring of risk tolerances. The formulation of risk appetite considers the Company’s operating capacity, which is represented by its available financial resources, defined as Tier 1 Capital less the Company’s largest capital buffer (Tier 1 Common Capital Policy Target less the Basel III Buffered Tier 1 Common Minimum), that sets an absolute limit on risk assumption in the Company’s annual and strategic plans. The Company’s risk appetite is limited by policy to a maximum of 95 percent of operating capacity. Tolerances are the maximum amount of risk applicable to each of the eight specific risk categories included in the enterprise risk management framework. Through their oversight role, directors ensure that the risk management processes designed and implemented under this framework and governance structure are aligned to the Board’s corporate strategy and are functioning as directed. The Board also considers the optimal organizational structure at both the Board and management levels. This may include delegating responsibility through Board committees, management committees, the Chief Executive Officer and the Chief Risk Officer.

Risk management oversight and governance is provided primarily by the Risk and Compliance Committee consisted of Messrs. Livingston, Kabatthe Board of Directors and Schiff, and met four (4) times during 2012.through the Enterprise Risk Management Committee, a management committee that reports to it. The Enterprise Risk Management Committee is supported by several management committees

CORPORATE GOVERNANCE

The Board of Directors has adopted the Fifth Third Bancorp Corporate Governance Guidelines which may be found in the Corporate Governance Section of the Company’s website at www.53.com. The Board of Directors has also adopted the Fifth Third Bancorp Code of Business Conduct and Ethics which applies to the Company’s Chief Executive Officer, Chief Financial Officer, Controller and its other employees and may also be found in the Corporate Governance Section of the Company’s website atwww.53.com.

Board Leadership

The same person does not serve as the Company’s Chief Executive Officer and Chairman. The Company’s Chairman is a non-executive director and the Company also uses an independent Lead Director who serves as the Chair of its Nominating and Corporate Governance Committee. The position duty statement for the Lead Director may be found in the Corporate Governance Section of the Company’s website at www.53.com. The Board believes that the Company’s shareholders are best served by a Board that has the flexibility to establish a leadership structure that fits the needs of the Company at any particular point in time. Under the Company’s Code of Regulations and Corporate Governance Guidelines, the Board of Directors has the authority to combine or separate the positions of Chairman and Chief Executive Officer as well as determine whether, if the positions are separated, the Chairman is an affiliated Director or an independent Director.

The Board believes this structure is appropriate at the current time in order to allow the Chairman to provide support and guidance to the Chief Executive Officer while also allowing the Board to have a separate Director handle governance matters and coordinate meetings of independent Directors. These decisions were based, in

 

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part, on the qualifications of the individuals serving in these roles including the experience of the Chairman as the former Chairman of the Federal Deposit Insurance Corporation and the experience of the Lead Director as the Chief Executive Officer of a global manufacturing organization.

From time to time, the Board may consider combining the role of Chairman and Chief Executive Officer or discontinuing its use of its Lead Director. These decisions will be dependent on the make-up of the Board at that time and the availability and willingness of candidates for Chairman and/or Lead Director who meet any expertise and experience criteria and qualifications identified by the Board, as well as other factors.

Risk Management Oversight

The role of the Board of Directors is to provide oversight to ensure an effective enterprise risk management program is in place, including an appropriate enterprise risk management framework and related governance structure. The Board sets the overall risk appetite for the Company, including the establishment and monitoring of risk tolerances. The formulation of risk appetite considers the Company’s operating capacity, which is represented by its available financial resources less adjustments for planned capital actions, that sets an absolute limit on risk assumption in the Company’s annual and strategic plans. The Company’s risk appetite is limited by policy to a maximum of 95 percent of operating capacity. Tolerances are the maximum amount of risk applicable to each of the eight specific risk categories included in the enterprise risk management framework. Through their oversight role, Directors ensure that the risk management processes designed and implemented under this framework and governance structure are aligned to the Board’s corporate strategy and are functioning as directed. The Board also considers the optimal organizational structure at both the Board and management levels. This may include delegating responsibility through Board committees, management committees, the Chief Executive Officer and the Chief Risk Officer.

Risk management oversight and governance is provided primarily by the Risk and Compliance Committee of the Board of Directors and through the Enterprise Risk Management Committee, a management committee that reports to it. The Enterprise Risk Management Committee is supported by several management committees whose membership includes a broad cross-section of line of business, affiliate and support representatives. The Risk and Compliance Committee of the Board of Directors consists of five outside directors and has responsibility for the oversight of risk management for the Company, as well as ensuring that risks are properly controlled, quantified and within the Company’s risk appetite.

The primary purposes of the Risk and Compliance Committee are to to:

oversee management’s compliance with all of Fifth Third’s regulatory obligations arising under applicable federal and state banking laws, rules and regulations, including any terms and conditions required from time to time by any action, formal or informal, of the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of Cleveland, the Consumer Financial Protection Bureau, or any other federal or state banking regulatory agency or authority, and any responses of management to any inquiries from any applicable Banking Regulator; banking regulator;

oversee management’s development and implementation of a Risk Appetite Framework, with an enterprise view of risk capacity, risk appetite, risk tolerances, risk targets and limits, and which is further supported by the Enterprise Risk Management Framework;

oversee management’s implementation of ana global Enterprise Risk Management Framework, including the implementation of consistent processes for identifying, assessing, managing, monitoring and reporting risks of all types, including the categories of credit risk, market risk, liquidity risk, operational risk, regulatory compliance risk, legal risk, reputation risk and strategic risk;

oversee the fiduciary activities and fiduciary policies of the Company and its bank subsidiaries; and

ensure that risk processes are supported by a risk governance structure that includes Board oversight, policies, risk limits, and risk committees, and further by a culture that supports risk management objectives and reflects a model of shared accountability between the Enterprise Risk Management Division, lines of business, affiliates and support functions.objectives.

The Risk and Compliance Committee charter outlines more specific responsibilities under all categories of risk. The Chief Risk Officer has a dotted linedirect reporting relationship to the Chief Executive Officer and the Risk and Compliance Committee and has regular executive sessions with the Risk and Compliance Committee without other members of management present. In addition, the Director of Credit Risk Review reports directly to the Risk and Compliance Committee.

COMMUNICATION WITH THE BOARD

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Communication withShareholders may communicate directly to the Board of Directors in writing by sending a letter to the Board at: Fifth Third Bancorp Board of Directors, 38 Fountain Square Plaza, MD 10AT76, Cincinnati OH, 45263 or by a secure e-mail via the Company’s website atwww.53.com. All communications directed to the Board of Directors will be received and processed by the Fifth Third Legal Department and will be transmitted to the Nominating and Corporate Governance Committee without any editing or screening by the Legal Department.

The Audit Committee has also established Fifth Third’s EthicsLine, a toll free hotline through which confidential complaints may be made by employees regarding: illegal or fraudulent activity; questionable accounting, internal controls or auditing matters; conflicts of interest, dishonest or unethical conduct; disclosures in the Company’s SEC reports, bank regulatory filings and other public disclosures that are not full, fair, accurate, timely and understandable; violations of the Company’s Code of Business Conduct and Ethics; and/or any other violations of laws, rules or regulations. Complaints submitted through this process are presented to the Audit Committee on a regular, periodic basis.

CORPORATE GOVERNANCE

SHAREHOLDER COMMUNICATION WITH INVESTOR RELATIONS DEPARTMENT

Shareholders who wish to speak to a Fifth Third representative regarding their investment in Fifth Third may communicate directly towith Fifth Third’s Investor Relations Department by calling 866-670-0468. In addition, shareholders may communicate in writing directly with the Board of Directors in writingInvestor Relations Department by sending a letter to the Board at: Fifth Third Bancorp Board of Directors, 38 Fountain Square Plaza, MD 10AT76,1090QC, Cincinnati, OH 45263 or by a secure e-mail viaemailingir@53.com. You can also view information and request documents from the Company’sInvestor Relations page of Fifth Third’s website at www.53.com. All communications directed to the Board of Directors will be received and processed by the Fifth Third Legal Department and will be transmitted to the Chairman of the Nominating and Corporate Governance Committee (who serves as the Lead Director of the Board of Directors) without any editing or screening by the Legal Department.www.53.com.

COMPENSATION DISCUSSION AND ANALYSIS

The Company’s Compensation Discussion and Analysis provides information concerning the compensation for our executive officers. This information is set forth in the following sections:

 

Executive Summary

 

2014 Performance Results

The Company’s Human Capital and Compensation Committee (“the(as used in this Compensation Discussion and Analysis section, “the Committee”)

 

Executive Compensation Philosophy and Risk Management and Strategy

 

2012 Compensation Structure and Methodology

2014 Executive Compensation Plan Design and AwardsAward Decisions

 

20122015 Executive Compensation Awards and DecisionsPlan Design Changes

 

Executive Benefits &and Perquisites

 

Tax &and Accounting Impact of Compensation Programs

 

Executive Ownership &and Capital Accumulation

Throughout this proxy statement, the individuals who served as the Company’s Chief

Compensation of Named Executive OfficerOfficers and Chief Financial Officer during fiscal 2012, as well as the other individuals included in the Summary Compensation Table on page 35, are referred to as the “Named Executive Officers” or “NEOs”.Directors

Executive SummaryEXECUTIVE SUMMARY

20122014 was a year of major accomplishmentsfocused execution as we continued to strengthen the Company amid uncertain economic times.in an environment that continues to be challenging for banks. Our overall operating results reflected our commitment to expense discipline, execution of key business strategies and focus on profitable balance sheet growth, both in terms of making prudent lending decisions and strengthening our deposit franchise. We believe we are well positioned for the future. Key themes of our performance include:

 

Launched

COMPENSATION DISCUSSION AND ANALYSIS

Although we made several significant changes to our executive compensation programs in 2013, we believe it is a good governance practice to review and assess our compensation practices and programs on an annual basis. We completed the new Fifth Third Bank brand positioning as The Curious Bankannual risk assessment of all incentive plans in accordance with guidance from banking regulators. We also considered the Company’s strategic objectives, compensation philosophy, regulatory guidance, risk culture and market practices. As a result, we made the following changes to the 2014 senior executive compensation programs to build on the progress made last year in creating risk-balanced programs that align with the business strategy:

 

Plan		Feature		Key Design Change		Rationale
Change in Control Severance Plan		New Plan		Terminated the individual change in control agreements effective December 31, 2014 for eligible executives, including the Named Executive Officers, and adopted an Executive Change in Control Severance Plan effective January 1, 2015		Provides a consistent plan framework for executive change in control
		Eliminated Excise Tax Gross-Ups		Removed all company-paid tax gross-up payments (including grandfathered arrangements) and adopted a net best after-tax approach		Elimination of excise tax gross-up is aligned with shareholder interests and emerging best practices
Annual Incentive Plan		Performance Metric		Replaced Pre-Tax Pre-Provision Earnings with Return on Risk-Weighted Assets as a funding modifier		Provides greater focus on balance sheet effectiveness and capital management while managing risk
Long-Term Incentive Plan		AwardType Mix		Reduced the use of Stock Appreciation Rights from 30% to 25% of the award mix; Performance Share Awards increased from 30% to 35% and Restricted Stock remained at 40%		Reflects regulatory guidance and preference to reduce the use of options or option-like vehicles to mitigate risk that might otherwise be associated with such awards; also reflects changing market practice Increases performance orientation of the program
		Performance Based Vesting for Performance Share Awards		In addition to relative Total Shareholder Return performance, a Return on Tangible Common Equity (“ROTCE”) threshold must also be met each year or one third of the award is subject to forfeiture		The addition of ROTCE as an absolute measure strengthens risk balancing
		Performance Payout Grid for Performance Share Awards		Reduced the maximum payout from 200% to 150%; lowered the threshold from 40th percentile to 33rd percentile		Reflects regulatory guidance to reduce the amount of leverage; balances upside and downside risk

Achieved strong levels of profitability

COMPENSATION DISCUSSION AND ANALYSIS

 

Increased common share dividend by over 28%

 

Broad-based credit improvements

Strengthened capital structure and positioning toAdditional detail on these changes may be among the strongestfound in the industry2014 Executive Compensation Plan Design and Award Decisions section.

Repurchased over 44 million sharesSummary of Fifth Third stock

Executive Compensation Best Practices. The Company’s executive compensation program includes certain “best practices” such as:

 

v     Paying for performance

v     Incorporating risk balancing features into our compensation programs

v     Including double-trigger change in control provisions

v     Providing no excise tax gross-ups in agreements

v     Maintaining share ownership guidelines and share retention policies

v     Prohibiting speculative trading and hedging strategies by executive officers

v     Utilizing an independent compensation consultant hired and overseen by the Committee

v     Providing minimal perquisites

12Throughout this proxy statement, the individuals who served as the Company’s Chief Executive Officer (Kevin T. Kabat) and Chief Financial Officer (Tayfun Tuzun) during fiscal year 2014, as well as certain other individuals included in the Summary Compensation Table on page 47 (Greg D. Carmichael, President and Chief Operating Officer, Daniel T. Poston, Executive Vice President and Chief Strategy and Administrative Officer, and Robert A. Sullivan, Executive Vice President ), are referred to as the “Named Executive Officers” or “NEOs”.

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Continued investments to maintain and enhance revenue creation2014 PERFORMANCE RESULTS

Disciplined expense control

Increased level of employee engagement

2012 Say-on-Pay approved with over 95% of the votes cast voting in favor of that proposal

The successresults on these themes was demonstrated by our 2012 performance against the key financial measures were just below our financial plan. These results were used to determine funding for our annual incentive plan:plan. Consistent with our prior practice used in setting goals and evaluating results, the results below have been adjusted for certain events to reflect core financial performance in the plan year for annual incentive plan funding purposes.

 

2012Adjusted earnings per share (as(“EPS”) were $1.68, which was 95% of our financial plan. EPS is a commonly used measure for assessing our ability to generate earnings for our shareholders

Adjusted ROTCE was 12.3% and is a measure of adjusted for select items)net income available to common shareholders divided by average common equity less average goodwill and intangibles. ROTCE results were 95% our financial plan. ROTCE shows how efficiently we manage capital

Efficiency ratio is a measure of $1.59 vs.expenses as a percentage of revenue, and reflects how effective we are at generating revenue while managing expenses. Our adjusted efficiency ratio was 60.7% and essentially met our financial plan of $1.40; our reported earnings per share was $1.66 and was adjusted to exclude non-recurring items not included inshowed improvement over the Company’s financial plan including, but not limited to: Vantiv, Inc. initial public offering gains and related debt refinancing charges, Vantiv warrant gains/losses, gain on the sale of Vantiv shares, Federal Home Loan Bank debt termination charges, trust preferred securities redemption charges, losses associated with Visa total return swap, and net gains on sale of certain mutual funds.prior year. The Committee believes a lower efficiency ratio reflects better expense management

COMPENSATION DISCUSSION AND ANALYSIS

 

 

2012 return on tangible common equity (as adjusted for select items) of 13.7% vs. our financial plan of 11.9%; our reported return on tangible common equity was 14.3% and was adjusted to exclude non-recurring items not included in the Company’s financial plan including, but not limited to: Vantiv, Inc. initial public offering gains and related debt refinancing charges, Vantiv warrant gains/losses, gain on sale of Vantiv shares, Federal Home Loan Bank debt termination charges, trust preferred securities redemption charges, losses associated with Visa total return swap, and net gains on sale of certain mutual funds.

 

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Relative efficiency ratio (asEPS, ROTCE and Efficiency Ratio were adjusted for select items) atto exclude certain non-recurring items not included in the 57th percentileCompany’s financial plan including, but not limited to: FY14 Vantiv warrant gains/losses, 2Q14 gain on sale of Vantiv Inc. shares, Vantiv debt refinancing and acquisition-related charge, the peer group versus our targetimpact of median of the peer group; efficiency ratio is a measure of expenses as a percentage of revenue, and generally a lower efficiency ratio relative to peers reflects better expense management in

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conjunction with higher revenue generation. Our reported efficiency ratio was 61.7% (51st percentile) and was adjusted, along with the reported results of our peers, to normalize the results for comparison. The adjustments for the Company included securities gains/losses,exiting certain activities, FY14 losses associated with Visa transactions,total return swap, certain litigation-related charges, FY14 investment securities gains/losses on Vantiv transactions, and debt extinguishment gains/losses. the impact of the transfer of certain residential mortgage loans to held-for-sale.

In addition to these key financial performance measures, we had strongsolid performance on other measures considered by the Committee in assessing annual performance:

 

Net charge-offs (NCO): .85% vs. target level of 1.02%

Held for investment non-performing assets: 1.49% vs. a target level of 1.99%

Pre-tax, pre-provision earnings (as adjusted for select items outlined above): $2.368 billion vs. target of $2.221 billion

Available liquidity: $38.5 billion vs. a target range of $12.0 billion to $16.0 billion

Capital levels: exceeded required minimum regulatory and internal levels

Tier 1 common ratio: 9.51%

Tier 1 capital ratio: 10.65%

Tier 1 leverage ratio: 10.05%

Total risk-based capital ratio: 14.42%

In 2009 through early 2011, compensation to all Named Executive Officers was modified as required by TARP Standards including, among other modifications, the elimination of eligibility for the Variable Compensation Plan (the Company’s annual cash incentive compensation plan). As a result, 2010 and 2011 compensation reflected on the Summary Compensation Table on page 35 was subject to TARP Standards. Fiscal 2012 compensation reflects a full year of the Company’s ability to tie pay to performance.

Key compensation/governance actions for 2012 included:

Revised the Human Capital & Compensation Committee charter to effectively reflect the Committee’s responsibilities including oversight of management’s development and implementation of the incentive plan strategy for the Company; oversight of the incentive compensation plans, policies, and programs encompassing Covered Employees (includes senior executives and other employees who, either individually or as part of a group, have the ability to expose the banking organization to material amounts of risk); and review and approval of incentive compensation policies, performance management guidelines, and a review of the independence of the Committee’s compensation consultant

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Established the Compensation Risk Oversight Committee (a management committee) whose purpose is to provide oversight of incentive and variable compensation practices across the Company on behalf of the Human Capital & Compensation Committee

Kept NEO and other Executive Officers base salaries flat with 2011 base salaries

Revised the senior executive compensation programs for both short-term and long-term incentive (for the 2012 performance year), in accordance with guidance from our banking regulators; the program design changes created processes, controls, and safeguards that continue to reinforce balance of risk and reward

Revised the senior executives’ long-term incentive plan to include performance based vesting relative to stock appreciation rights and restricted stock subject to return on tangible common equity performance

Revised the senior executives’ long-term incentive award mix, with stock appreciation rights at 30%, restricted stock at 40%, and performance shares at 30%, effective for the upcoming April 2013 grant

Eliminated the excise tax gross-up from any new change-in-control agreements

Established a Company policy prohibiting all Executive Officers and non-employee directors from engaging in speculative trading or hedging strategies with respect to Fifth Third securities

Amended the share ownership guidelines from an absolute number of shares to a multiple of base salary by job level, in effect raising the share ownership requirements for executives

Performance Modifier Measures		Financial  Plan		Final Results (Adjusted)
Net Charge-Offs		.43%		.54%
Non-Performing Assets		.94%		.85%
Return on Risk Weighted Assets		1.20%		1.22%
Capital Levels		Meet Required  Regulatory Minimum and Internal Target Levels		Exceeded
Available Liquidity		$20B		$28.8B

The Company’s Human Capital and Compensation CommitteeTHE COMPANY’S HUMAN CAPITAL AND COMPENSATION COMMITTEE

The Committee’s Role. The Committee is composed of independent directors and is responsible for establishing, implementing, and monitoring the administration of compensation and benefits programs in accordance with the Company’s compensation philosophy and strategy and approving executive compensation and equity plan awards. The Committee focuses on the attraction and retention of key executives and, when making decisions, considers the Company’s compensation philosophy, the achievement of business goals set by the Company, relevant peer data, recommendations made by the Chief Executive Officer, and the advice of Compensation Advisory Partners LLC (“CAP”), an external executive compensation consulting firm with financial services industry expertise.

The Committee seeks to establish Total Rewards“Total Rewards” for the Company’s Executive Officersexecutive officers that are fair, reasonable, risk-balanced and competitive. The Total Rewards Programprogram includes base salary, annual cash incentive compensation, long-term equity-based incentive compensation, benefits, and certain perquisites. Generally, the types of compensation and benefits paid to the Named Executive Officers are similar to those provided to other officers of the Company.

The Committee has taken the following steps to ensure that it effectively carries out its responsibilities:

 

Engaged CAP, a respected external compensation consultant with expertise in executive compensation, to provide the Committee with relevant market data and to advise the Committee on alternatives when making compensation decisions for the Named Executive Officers and on the recommendations being made by the Company’s Management for Executive Officers other than the Named Executive Officers. In addition to the support provided by CAP, employees who have significant compensation experience in the Company’s Human Capital division provide support, data, and analysis to the Committee

COMPENSATION DISCUSSION AND ANALYSIS

made by the Company’s Management for executive officers other than the Named Executive Officers. In addition to the support provided by CAP, employees who have significant compensation experience in the Company’s Human Capital division provide support, data, and analysis to the Committee

 

Conducted an annual review of the Committee Chartercharter to ensure that it effectively reflects the Committee’s responsibilities and as a result the charter was revised to includeprovide more detail on the governance structure of incentive compensation practices

Provided oversight of management’s developmentincentive and implementation ofvariable compensation practices and balanced risk-taking across the incentive plan strategy for the Company; oversight of the incentive compensation plans, policies, and programs encompassing Covered Employees (includes senior executives and other employees who, either individually or as part of a

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group, have the ability to expose the banking organization to material amounts of risk); review and approval of incentive compensation policies, performance management guidelines, and a review of the independence of the Committee’s consultant

EstablishedCompany with the Compensation Risk Oversight Committee as mentioned above

 

Conducted an annual review of the Company’s compensation philosophy to ensure that it remains appropriate given the Company’s strategic objectives

 

Conducted an annual review of the Company’s Compensation Peer Group

 

Reviewed all compensation components for the Company’s Chief Executive Officer, Chief Financial Officer, and other Named Executive Officers, incorporating a tally sheet and pay-for-performance sensitivity analysis for each executive

 

Initiated an annual evaluation of the execution of the Company’s pay-for-performance philosophy, to ensure that the actual award decisions resulted in alignment of relative pay and relative performance compared to the Compensation Peer Group

 

Scheduled an executive session prior to the conclusion of eachthe Committee meeting,meetings, without members of management, for the purpose of discussing decisions related to the CEO’sChief Executive Officer’s performance, goal-setting, compensation levels, and other items deemed important by the Committee

 

Reviewed the Company’s CEOChief Executive Officer succession profile and assessment process

 

Completed an annual self-evaluation of the Committee’s effectiveness

 

Completed an annual review of the external compensation consultant’s performance to ensure the Committee receives the appropriate resources and counsel. Also reviewed the consultant’s independence and conducted a process to consider other top consultantscounsel

 

Reviewed jointly with the Risk and Compliance Committee of the Board, the Company’s risk assessment of executive and employee incentive plans with the Chief Risk Officer to ensure that the Company’s compensation design does not incent unnecessary risk

 

Worked to meet expectations and guidance from our banking regulators

Role of Executive Officers in Compensation Decisions. The Chief Executive Officer annually reviews the performance of each of the other Named Executive Officers, along with a risk performance evaluation.assessment. Based on this review, the Chief Executive Officer makes compensation recommendations to the Committee, including recommendations for salary adjustments, annual cash incentives, and long-term equity-based incentive awards. In addition, the CEOChief Executive Officer and other members of Management also annually assess performance for other Executive Officersexecutive officers and make compensation recommendations to the Committee. Although the Committee considers these recommendations along with data provided by its other advisors, it retains full discretion to set all compensation for the Company’s executive officers. The Committee works with its consultant to determine compensation for the Chief Executive Officers.Officer and the Chief Executive Officer has no input into his own award determinations.

Additionally, the Chief Risk Officer discusses,reviews and evaluates and reviews with the Committee all Executive Officerexecutive officer and employee incentive compensation plans. The purpose of the review is to ensure that the Company’s incentive compensation plans do not incent or pose unnecessary or excessive risks to the Company.

COMPENSATION DISCUSSION AND ANALYSIS

The Role of the Third Party Compensation Consultant. The Committee uses the services of an outside executive compensation consultant, CAP, to provide guidance and advice to the Committee on all matters covered by its charter. This consultant was directly selected and engaged by the Committee to provide a broad set of services pertaining to the compensation of the Company’s executives.

The consultant fulfills the following responsibilities:

 

Reviews the Company’s compensation philosophy and competitive positioning for reasonableness and appropriateness

 

Annually reviews the Committee’s charter and recommends changes as appropriate

 

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Reviews Committeethe Committee’s agendas and supporting materials in advance of each meeting

 

Advises the Committee on management proposals, as requested

 

Reviews information from a peer group of publicly trading banking and financial institutions (collectively the Company’s Compensation“Compensation Peer GroupGroup”) and survey data for competitive comparisons

 

Annually reviews the Company’s executive compensation programs and advises the Committee on the design of incentive plans or practices that might be changed to improve the effectiveness of its compensation program

 

Annually reviews competitive pay practices of the Compensation Peer Group for its Boards of Directors and recommends to the Committee changes required to pay the Company’s Board of Directors in a competitive fashion

 

Reviews, analyzes, and summarizes survey data on executive pay practices and amounts that come before the Committee

 

Attends all of the Committee meetings, including executive sessions with only the Committee members as requested

 

Advises the Committee on potential practices for Board governance of executive compensation as well as areas of concern and risk in the Company’s programs

 

Undertakes special projects at the request of the Committee, including ISSInstitutional Shareholder Services (“ISS”) test simulation

During 2012,2014, CAP was specifically engaged on the following projects:

 

Advised the Committee with respect to the appropriateness of compensation targetsstructure and actual amounts paid to the Company’s executive officers given the Company’s compensation philosophy, size, and Compensation Peer Group

 

Actively participated in the review and design of all executive compensation programs, including the Fifth Third Bancorp 2011 Incentive CompensationCompany’s new Executive Change in Control Severance Plan approved at the 2011 Annual Meeting

 

Advised on the appropriateness of executive performance goals and metrics

 

Reviewed and advised on the compensation program for the Company’s Board of Directors

 

Advised on the development of and reviewed the Company’s risk assessment of executive and employee incentive plans

 

Advised the Committee on market and regulatory trends and developments

 

Assessed the relationship between the Chief Executive Officer’s compensation and performance on a realizable pay basis

Reviewed the 20122014 Compensation Discussion and Analysis and related sections for the proxy statement and assisted in drafting the 2013 Compensation Discussion and Analysis

COMPENSATION DISCUSSION AND ANALYSIS

 

Attended all Committee meetings held in 2012

The Company does not engage CAP for any additional services outside of executive compensation consulting.

The Committee believes that the third party services of CAP are objective and unbiased. The Committee conducted an assessment of potential conflicts of interest of CAP and no conflicts of interest relating to CAP’s services were identified by the Committee.

The Committee’s Considerations. The Committee considers both the aggregate amounts and mix of an Executive Officer’sexecutive officer’s Total Direct Compensation (base salary, annual cash incentive compensation, and long-term equity-based incentive compensation) when making decisions. The Committee generally assesses Total Direct Compensation relative to competitive market data in its November meeting, discusses recommendations for executive compensation in its January meeting, and approves final merit and VCPannual cash incentive (our Variable Compensation Plan (“VCP”)) award recommendations at its February meeting. In 2012,2014, final long-term incentive recommendations were approved at its April meeting.

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Based on its most recent review of the competitive data, the Committee has determined that the compensation structure for Executive Officersexecutive officers is effective and appropriate. The structure reflects the Company’s compensation philosophy, in that its targetsincentive payout ranges are tied toaligned with the competitive market median,data, it has appropriate leverage to ensure a strong linkage between compensation, risk outcomes and performance, and it drives rewards based on the most relevant performance measures for the Company.Company and shareholders. Also based on this review, the Committee determined that the Company’s aggregate 20122014 Total Rewards packages (and potential payouts in the severance and change-in-controlchange in control scenarios where applicable) for its Named Executive Officers are reasonable, consistent with marketindustry practices, and not excessive.

The Committee believes that the relative difference between the compensation of the Chief Executive Officer and the compensation of the Company’s other Executive Officersexecutive officers is consistent with such differences found in the Company’s Compensation Peer Group and external reference labor market. Further, the Committee has reviewed the internal relationships between the compensation for the Chief Executive Officer and for other Executive Officersexecutive officers and has deemed them to be appropriate.

The remainder of this report outlines the Company’s compensation philosophy and executive compensation structure, and provides an analysis of compensation decisions made during 2012.2014. The discussion of 20122014 will focus primarily on the compensation structure established for our Named Executive Officers.

Executive Compensation Philosophy, Risk Management, and StrategyEXECUTIVE COMPENSATION PHILOSOPHY AND RISK MANAGEMENT

Compensation Philosophy

Philosophy.The Company endeavors to attract and retain the best people in the financial services industry, and motivate them to fulfill the Company’s vision of becoming the one bank that people most value and trust. We willintend to accomplish this in the way that we consider our shareholders’ long-term interests, by establishing compensation programs that reward our people for delivering products our customers highly value, and avoiding excessive risk.

Our compensation philosophy comprises the following key objectivesguiding principles:

COMPENSATION DISCUSSION AND ANALYSIS

In order to drive our business strategy and human capital plan, compensation must be competitive to attract and retain essential talent, reward high performance, and be internally equitable. In addition, the Company is committed to making compensation decisions that are fiscally responsible, such that we carefully consider thethose decisions’ expected return on investment forinvestment. Our expected total compensation opportunities generally reflect the decisions. These principles applymedian pay levels of our peer group with variations based on specific talent needs, experience and other internal factors. We believe that actual total compensation should vary with the performance of the organization, such that outstanding performance results in above market compensation. Since a majority of compensation is tied to allperformance outcomes, actual total compensation components, including base pay, cash incentive compensation, and long-term incentives.will vary within a competitive range.

Compensation Risk Management

Management.The above strategic principles include the integration of sound risk management in all aspects of our compensation programs, particularly incentive compensation. We believe it is critical to bring a multi-faceted strategy toward mitigating risk in incentive plans. We incorporate formulaic and discretionary risk mitigants,balancing mechanisms, which outline specific metrics for modifying payouts to discourage unnecessary or imprudent risk-taking actions.

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Successful risk management requires strong oversight on pay for senior executives, given their role in Fifth Third’sthe Company’s strategic direction. For this reason, senior executives’ pay includes a heavy focus on long-term incentives and mandatory incentive deferral.incentives. This long-term focus facilitates collaboration among business units, ownership in the Company, and a focus on shareholder goals. In addition, we believe that executive pay should be commensurate with the performance of the organization, such that we target 50th percentile pay for 50th percentile performance and target 75th percentile pay for upper quartile performance, relative to our financial services peers.

To execute the risk mitigation strategies, it is important towe conduct yearly review processes, which are documented and incorporate input from Finance, Human Resources, (“HR”), Risk Management, and business leaders. These processes include:

In addition to the metrics above, the Human Capital & Compensation Committee retains downward discretion to reduce pool funding based on other factors including, but not limited to, available liquidity and capital levels. VCP awards for senior executives, including all NEOs, may, also, be moved downward based on a risk performance assessment that includes results of examinations by our banking regulators, internal examinations by our audit staff, and an annual qualitative review.

as well. The financial plan approved by the Board of Directors included specific target levels for each of the measures that are shown below. Actual performance against these targets was considered, in addition to the threefive primary funding metrics listed above, to determine the available funding for all participants of the VCP.

VCP Performance Goals. The Committee set the 20122014 performance metrics to exclude certain non-recurring items not included in the Company’s financial plan and excluded those items when determining the adjusted Company performance results. The earnings per share and return on tangible common equity goals under the VCP were scaled to represent three levelsfour quartiles of performance: threshold, target, and maximum. The Committee established baseline earnings per share target for 2012 at $1.40,performance. Each quartile contains a performance level range, a score, a score range and a return on tangible common equity target of 11.9%. Linear interpolation is used to calculate funding levels between stated performance levels and actual performance between threshold and maximum performance levels for both measures. The Committee placed the target goal for relative efficiency ratio at the median of the Compensation Peer Group, reflecting the Company’s philosophy to tie target pay to median (i.e., 50th percentile) performance. The threshold, target, and maximum performance levels and the Company’s adjusted performance levels (as calculated per the discussion set forth below in “Determination of Awards”) are outlined below.pool range.

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Variable Compensation Plan Primary Performance Metrics