NASDAQ Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock NASDAQ NASDAQ NASDAQ Fifth Third Bancorp Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 4.95% Non-Cumulative Perpetual Preferred Stock, Series K --12-31 false 0000035527 0000035527 2020-03-23 2020-03-23 0000035527 us-gaap:CommonStockMember 2020-03-23 2020-03-23 0000035527 fitb:SeriesIPreferredStockMember 2020-03-23 2020-03-23 0000035527 us-gaap:SeriesAPreferredStockMember 2020-03-23 2020-03-23 0000035527 fitb:DepositarySharesRepresentingA11000thOwnershipInterestInAShareOf4.95PercentNonCumulativePerpetualPreferredStockSeriesKMember 2020-03-23 2020-03-23

 

 

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): March 23, 2020

 

IMAGE

(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective March 23, 2020, the Board of Directors (the “Board”) of Fifth Third Bancorp (the “Company”) amended and restated its Regulations (as so amended, the “Regulations”). Section 1 of Article II of the Regulations was revised to reduce the number of days required to communicate written notice of the annual meeting of the shareholders to shareholders from twenty (20) days to seven (7) days prior to such meeting. In addition, Section 3 and Section 4 of Article II were revised and a new Section 15 of Article II was added to the Regulations to provide that the Board may determine that a meeting of the Company’s shareholders be held in a manner that allows shareholders and proxyholders to participate, communicate and vote solely by means of communications equipment.

Section 17 of Article III of the Regulations was also revised to allow indemnification of employees to the fullest extent permitted by Ohio law. Lastly, a new Section 18 of Article III was added to the Regulations in order to expressly allow, with certain exceptions, the advancement of expenses (including attorney’s fees) to anyone defending an action pursuant to the indemnification provisions of the Regulations.

In addition, a number of non-substantive, ministerial, clarifying and conforming changes have been made throughout the Regulations.

The foregoing summary is qualified in its entirety by reference to the Regulations, a copy of which is attached hereto as Exhibit 3.2 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.
 

Exhibit 3.2

   

Regulations of Fifth Third Bancorp, as Amended as of March 23, 2020

         
 

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)

             

March 24, 2020

 

 

By:

 

/s/ SUSAN B. ZAUNBRECHER

 

 

 

Susan B. Zaunbrecher

 

 

 

Executive Vice President, Chief

 

 

 

Legal Officer & Corporate Secretary