Fifth Third (NASDAQ: FITB) holders approve all directors, auditor and pay
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Fifth Third Bancorp reported the results of its Annual Meeting of Shareholders held on April 21, 2026. Shareholders elected sixteen directors to serve until the 2027 annual meeting, with each nominee receiving substantially more votes for than against.
Shareholders also ratified Deloitte & Touche LLP as the independent external audit firm for 2026 by 783,792,162 votes for and 47,008,970 votes against, with 612,834 abstentions. In a non-binding advisory vote, shareholders approved executive compensation with 699,182,469 votes for, 39,949,231 votes against, and 2,104,169 abstentions, alongside 90,178,097 broker non-votes.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.02, 5.07
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Director votes for Priscilla Almodovar: 733,673,926 votes for
Director votes against Priscilla Almodovar: 3,191,515 votes against
Auditor ratification votes for: 783,792,162 votes for
+3 more
6 metrics
Director votes for Priscilla Almodovar
733,673,926 votes for
Election of directors at 2026 annual meeting
Director votes against Priscilla Almodovar
3,191,515 votes against
Election of directors at 2026 annual meeting
Auditor ratification votes for
783,792,162 votes for
Ratification of Deloitte & Touche LLP for 2026
Auditor ratification votes against
47,008,970 votes against
Ratification of Deloitte & Touche LLP for 2026
Executive compensation votes for
699,182,469 votes for
Advisory say-on-pay vote at 2026 annual meeting
Executive compensation votes against
39,949,231 votes against
Advisory say-on-pay vote at 2026 annual meeting
Key Terms
broker non-vote, non-cumulative perpetual preferred stock, fixed-to-floating rate, advisory vote, +1 more
5 terms
broker non-vote financial
"and 2,104,169 abstain, with 90,178,097 broker non-votes."
non-cumulative perpetual preferred stock financial
"4.95% Non-Cumulative Perpetual Preferred Stock, Series K"
Non-cumulative perpetual preferred stock is a type of investment that pays a fixed dividend forever, without a set end date. If the company skips some dividends in a year, you don’t get that money later, and it’s gone forever. It matters because investors get regular income but may miss out if the company faces financial trouble.
fixed-to-floating rate financial
"6.625% Fixed-to-Floating Rate NonCumulative Perpetual Preferred Stock"
A fixed-to-floating rate is a type of loan or investment that starts with a fixed interest rate for a certain period, meaning the payments stay the same, then switches to a variable rate that can change over time based on market conditions. This matters because it offers the stability of fixed payments initially, but also the flexibility to benefit if interest rates drop later.
advisory vote financial
"Executive compensation was approved by an advisory vote of the common shareholders"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
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): April 21, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| , | , | |||||||||||||||||||
| (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)
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||||||||
| The | Stock Market LLC | |||||||||||||||||||
Depositary Shares Representing 1/1000th Ownership Interest in Share of 6.625% Fixed-to-Floating Rate NonCumulative Perpetual Preferred Stock, Series I | The | 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 | The | Stock Market LLC | ||||||||||||||||||
Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 4.95% Non-Cumulative Perpetual Preferred Stock, Series K | The | Stock Market LLC | ||||||||||||||||||
Depositary Shares Representing a 1/40th Ownership Interest in a Share of 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series M | The | 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.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 21, 2026, Fifth Third Bancorp (the “Company”) held its Annual Meeting of Shareholders.
The results of shareholder voting on the proposals presented were as follows:
1. Election of sixteen members of the Board of Directors to serve until the Annual Meeting of Shareholders in 2027:
Number of Votes of Series A, Class B Preferred Stock (the “Preferred Shareholders”) and Common Shares Voting Together as a Class | ||||||||||||||
Votes For | Votes Against | Abstain | Broker Non-Vote | |||||||||||
Timothy N. Spence | 701,953,879 | 35,010,720 | 4,271,270 | 90,178,097 | ||||||||||
Nicholas K. Akins | 704,264,839 | 32,570,030 | 4,401,000 | 90,178,097 | ||||||||||
Priscilla Almodovar | 733,673,926 | 3,191,515 | 4,370,428 | 90,178,097 | ||||||||||
B. Evan Bayh III | 720,698,469 | 16,099,034 | 4,438,366 | 90,178,097 | ||||||||||
Jorge L. Benitez | 704,796,903 | 31,993,987 | 4,444,979 | 90,178,097 | ||||||||||
Katherine B. Blackburn | 723,902,265 | 12,914,159 | 4,419,445 | 90,178,097 | ||||||||||
Linda W. Clement-Holmes | 731,675,129 | 5,164,723 | 4,396,017 | 90,178,097 | ||||||||||
C. Bryan Daniels | 732,701,830 | 4,118,270 | 4,415,769 | 90,178,097 | ||||||||||
Laurent Desmangles | 727,591,790 | 8,759,328 | 4,884,751 | 90,178,097 | ||||||||||
Mitchell S. Feiger | 731,401,017 | 5,413,611 | 4,421,241 | 90,178,097 | ||||||||||
Gary R. Heminger | 714,048,949 | 22,764,769 | 4,422,151 | 90,178,097 | ||||||||||
Derek J. Kerr | 734,381,415 | 2,429,031 | 4,425,423 | 90,178,097 | ||||||||||
Eileen A. Mallesch | 730,257,257 | 6,596,172 | 4,382,440 | 90,178,097 | ||||||||||
Kathleen A. Rogers | 732,168,463 | 4,677,790 | 4,389,616 | 90,178,097 | ||||||||||
Barbara R. Smith | 733,909,953 | 2,912,386 | 4,413,530 | 90,178,097 | ||||||||||
Michael G. van De Ven | 722,249,550 | 14,572,234 | 4,414,085 | 90,178,097 | ||||||||||
2. The ratification and appointment of the firm of Deloitte & Touche LLP to serve as the independent external audit firm for Company for the year 2026 was approved by a vote of the common shareholders and the Preferred Shareholders of 783,792,162 votes for, 47,008,970 votes against, and 612,834 abstain, with no broker non-votes.
3. Executive compensation was approved by an advisory vote of the common shareholders and the Preferred Shareholders of 699,182,469 votes for, 39,949,231 votes against, and 2,104,169 abstain, with 90,178,097 broker non-votes.
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: April 24, 2026 By: /s/ CHRISTIAN GONZALEZ
Christian Gonzalez
Executive Vice President and Chief Legal Officer
FAQ
What were the vote totals for Deloitte & Touche as Fifth Third (FITB) auditor?
Shareholders ratified Deloitte & Touche LLP as independent external audit firm for 2026 with 783,792,162 votes for and 47,008,970 votes against. There were 612,834 abstentions and no broker non-votes reported for this auditor ratification proposal.
How many broker non-votes occurred on Fifth Third (FITB) director and pay proposals?
Broker non-votes totaled 90,178,097 shares on each director election and on the advisory executive compensation proposal. Broker non-votes represent shares present but not entitled to vote on specific items, so they do not count as votes for or against.