8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 18, 2023

(Exact name of registrant as specified in its charter)

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

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

(800) 972-3030

(Registrant's telephone number, including area code)

Not Applicable

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

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Without Par Value	FITB	The	NASDAQ	Stock Market LLC
Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I	FITBI	The	NASDAQ	Stock Market LLC
Depositary Shares Representing a 1/40th Ownership Interest in a Share of 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A	FITBP	The	NASDAQ	Stock Market LLC
Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 4.95% Non-Cumulative Perpetual Preferred Stock, Series K	FITBO	The	NASDAQ	Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐            

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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

(d) On August 18, 2023, the Board of Directors of Fifth Third Bancorp appointed Kathleen A. Rogers and Laurent Desmangles as Directors. The Board of Directors increased the size of the Board to sixteen Directors and appointed Ms. Rogers and Mr. Desmangles to fill the vacancies created by the increase. In addition, Ms. Rogers will serve on the Bancorp’s Audit, Human Capital and Compensation, and Risk and Compliance Committees and Mr. Desmangles will serve on the Bancorp’s Nominating and Corporate Governance, Risk and Compliance, and Technology Committees. A copy of the related press release is attached as Exhibit 99.1 hereto.

Ms. Rogers and Mr. Desmangles will each receive compensation as a Director under Fifth Third’s Director Pay Program as disclosed in Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2023. In accordance with the Director Pay Program, Ms. Rogers and Mr. Desmangles each received a pro-rated RSU grant of 3,527 RSUs.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 – Press release dated August 21, 2023 relating to the appointment of Kathleen A. Rogers and Laurent Desmangles as Directors of Fifth Third Bancorp and Fifth Third Bank, National Association

Exhibit 104 – Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIFTH THIRD BANCORP
	(Registrant)
Date: August 21, 2023	/s/ SUSAN B. ZAUNBRECHER
	Susan B. Zaunbrecher
	Executive Vice President and Chief Legal Officer

EX-99.1

NEWS RELEASE Classification: Internal Use CONTACT Adrienne Gutbier (Media Relations) Aug. 21, 2023 adrienne.gutbier@53.com | 513-534-8038 Chris Doll (Investor Relations) Christopher.Doll@53.com | 513-534-2345 Fifth Third Names Laurent Desmangles, Kathleen Rogers to Board of Directors New members bring expertise in financial management, treasury, innovation, fintech CINCINNATI – Fifth Third Bancorp (Nasdaq: FITB) today announced the appointment of Laurent Desmangles and Kathleen Rogers as independent directors of Fifth Third Bancorp, effective immediately. “We’re fortunate to have Laurent Desmangles and Kathleen Rogers joining our Board of Directors” said Fifth Third President and CEO Tim Spence. “Laurent brings global perspective and experience serving organizations as they chart growth strategy and execute large scale transformation.” “Kathy’s wide-ranging career in banking and extensive financial management experience are invaluable. We welcome her leadership in service to the community, higher education and promoting growth for at- risk populations,” Spence added. Desmangles is a retired senior partner and managing director at Boston Consulting. He brings broad knowledge of the financial services industry, regional banking and the fintech sector to Fifth Third. He will provide additional expertise in corporate strategy, digital and analytics innovation and change management. “I’m thrilled to join the Fifth Third Board,” said Desmangles. “Fifth Third is known for its history of innovation and digital transformation. I’m eager to guide the Bank as it continues to deliver inventive options to its customers and their communities” Desmangles will serve on the Technology, Nominating and Corporate Governance and Risk and Compliance committees. Rogers retired from U.S. Bancorp after a 35-year career. She was an executive vice president, most recently serving as chief finance administration officer and previously as chief financial officer. She has extensive knowledge in public company financial management, including fiscal risk management, treasury actions, accounting policy and reporting, corporate development activities and strategic investments. “I’m delighted to join the Fifth Third Board,” said Rogers. “The Bank is focused on consistently performing in the top quartile among its peers. I’m excited about being part of this disciplined and focused team.” Rogers will serve on the Board’s Audit, Human Capital and Compensation and Risk and Compliance committees. About Fifth Third Fifth Third is a bank that’s as long on innovation as it is on history. Since 1858, we’ve been helping individuals, families, businesses and communities grow through smart financial services that improve lives. Our list of firsts is extensive, and it’s one that continues to expand as we explore the intersection of tech-driven innovation, dedicated people and focused community impact. Fifth Third is one of the few U.S.-based banks to have been named among Ethisphere’s World’s Most Ethical Companies® for several years. With a commitment to taking care of our customers, employees, communities and shareholders,

NEWS RELEASE Classification: Internal Use our goal is not only to be the nation’s highest performing regional bank, but to be the bank people most value and trust. Fifth Third Bank, National Association, is a federally chartered institution. Fifth Third Bancorp is the indirect parent company of Fifth Third Bank, and its common stock is traded on the NASDAQ® Global Select Market under the symbol “FITB.” Investor information and news releases can be viewed at www.53.com. Deposit and credit products provided by Fifth Third Bank, National Association. Member FDIC. # # #

XML

Cover Page	Aug. 18, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 18, 2023
Entity Registrant Name	Fifth Third Bancorp
Amendment Flag	false
Entity Central Index Key	0000035527
Entity Incorporation, State or Country Code	OH
Entity File Number	001-33653
Entity Tax Identification Number	31-0854434
Entity Address, Address Line One	Fifth Third Center
Entity Address, Address Line Two	38 Fountain Square Plaza
Entity Address, City or Town	Cincinnati
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45263
City Area Code	800
Local Phone Number	972-3030
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, Without Par Value
Trading Symbol	FITB
Security Exchange Name	NASDAQ
Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock
Trading Symbol	FITBI
Security Exchange Name	NASDAQ
Depositary Shares Representing a 1/40th Ownership Interest in a Share of 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares Representing a 1/40th Ownership Interest in a Share of 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A
Trading Symbol	FITBP
Security Exchange Name	NASDAQ
Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 4.95% Non-Cumulative Perpetual Preferred Stock, Series K
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 4.95% Non-Cumulative Perpetual Preferred Stock, Series K
Trading Symbol	FITBO
Security Exchange Name	NASDAQ