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): February 1, 2018

(Exact Name of Registrant as Specified in Its Charter)

Ohio

(State or Other Jurisdiction of Incorporation)

001-33653	31-0854434
(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))

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 8.01 Other Events.

On February 1, 2018, Fifth Third Bancorp issued a press release announcing that Greg D. Carmichael, President and Chief Executive Officer of the Company, has additionally been named Chairman of the Board of Directors, effective immediately. Mr. Carmichael replaces Marsha C. Williams in this role. Ms. Williams has been named as Fifth Third’s lead director. A copy of the related press release is filed as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press release dated February 1, 2018

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)
February 2, 2018	/s/ TAYFUN TUZUN
	Tayfun Tuzun
	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

February 1, 2018

CONTACT:	Sean Parker
	(513)534-NEWS

Fifth Third Bancorp Elects Greg D. Carmichael Chairman of the Board

Marsha C. Williams Named Lead Director

Cincinnati – Fifth Third Bancorp announced today that its Board of Directors has elected Greg D. Carmichael, chairman of the board, effective immediately. Carmichael replaces Marsha C. Williams, who has been elected lead director.

Carmichael will retain his title of chief executive officer. He became CEO on Nov. 1, 2015, and was named president in 2012 while serving as the Bank’s chief operating officer. Under Carmichael’s leadership, the Bank has taken a number of significant steps to enhance the profitability and resiliency of the Bank while leveraging technology to deploy innovative customer-focused solutions. The Bank recently received an outstanding rating under the Community Reinvestment Act acknowledging the Bank’s commitment to the communities it serves. Carmichael joined Fifth Third in 2003 as Chief Information Technology Officer.

“This promotion recognizes Greg’s contributions and the Board’s confidence in his ability to guide our organization,” Williams said. “We’re excited to recognize the tremendous job that Greg has done. He has a dynamic vision for the future of our company and our industry.”

Williams held the lead director role for two years before being elected chair in April 2016. As lead director she will be responsible for coordinating the activities of the independent directors and advising Carmichael, among other duties. Williams has been a Fifth Third board member since 2008 and is retired chief financial officer for Orbitz Worldwide Inc.

About Fifth Third

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. As of Dec. 31, 2017, the Company had $142 billion in assets and operated 1,154 full-service Banking Centers and 2,469 ATMs with Fifth Third branding in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Georgia and North Carolina. In total, Fifth Third provides its customers with access to more than 54,000 fee-free ATMs across the United States. Fifth Third operates four main businesses: Commercial Banking, Branch Banking,

Consumer Lending and Wealth & Asset Management. Fifth Third is among the largest money managers in the Midwest and, as of Dec. 31, 2017, had $362 billion in assets under care, of which it managed $37 billion for individuals, corporations and not-for-profit organizations through its Trust and Registered Investment Advisory businesses. Investor information and press releases can be viewed at www.53.com. Fifth Third’s common stock is traded on the Nasdaq^® Global Select Market under the symbol “FITB.” Fifth Third Bank was established in 1858. Member FDIC.

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