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 ☒
Filed by a Party other than the Registrant ☐
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☐ | Preliminary Proxy Statement |
☐ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☒ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to Section 240.14a-12 |
FIFTH THIRD BANCORP
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on April 13, 2021.
FIFTH THIRD BANCORP
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Meeting Information
Meeting Type: Annual Meeting For holders as of: February 19, 2021 Date: April 13, 2021 Time: 11:30 a.m. Eastern Time Location: Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/FITB2021.
The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/FITB2021 and be sure to have the information that is printed in the box marked by the arrow (located on the following page).
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You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions. | ||||
— Before You Vote — How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE: NOTICE OF MEETING PROXY STATEMENT PROXY CARD/VOTNG INSTRUCTIONS How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | ||||
1) BY INTERNET: | www.proxyvote.com | |||
2) BY TELEPHONE: | 1-800-579-1639 | |||
3) BY E-MAIL*: | sendmaterial@proxyvote.com | |||
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
Requests, instructions, and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before March 30, 2021 to facilitate timely delivery. | ||||
— How To Vote — Please Choose One of the Following Voting Methods
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| Vote By Internet: Before The Meeting: Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. During The Meeting (for holders of Common Stock only): Go to www.virtualshareholdermeeting.com/FITB2021. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. |
Voting Items |
The Board of Directors recommends a vote “FOR” the election of all Directors, “FOR” Items 2, 3, 5, 6, and 7, and FOR “1 YEAR” on Item 4.
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| 1. Election of all members of the Board of Directors to serve until the Annual Meeting of Shareholders in 2022:
Nominees:
1a. Nicholas K. Akins
1b. B. Evan Bayh, III
1c. Jorge L. Benitez
1d. Katherine B. Blackburn
1e. Emerson L. Brumback
1f. Greg D. Carmichael
1g. Linda W. Clement-Holmes
1h. C. Bryan Daniels
1i. Mitchell S. Feiger
1j. Thomas H. Harvey
1k. Gary R. Heminger
1l. Jewell D. Hoover
1m. Eileen A. Mallesch
1n. Michael B. McCallister
1o. Marsha C. Williams | 2. Ratification of the appointment of the firm of Deloitte & Touche LLP to serve as the independent external audit firm for the Company for the year 2021.
3. An advisory vote on approval of the Company’s executive compensation.
4. An advisory vote to determine whether the shareholder vote on the compensation of the Company’s executives will occur every 1, 2, or 3 years.
5. Approval of the Fifth Third Bancorp 2021 Incentive Compensation Plan.
6. Approval of an amendment to the Fifth Third Bancorp Articles of Incorporation to eliminate statutory supermajority vote requirements.
7. Approval of an amendment to the Fifth Third Bancorp Articles of Incorporation to eliminate cumulative voting. |
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