FIFTH THIRD BANCORP — Regulatory Filings 2021

Mar 2, 2021

DEFA14A 1 d20322ddefa14a.htm DEFA14A DEFA14A

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 ☐

Check the appropriate box:

☐ 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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☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

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☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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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.

| | 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. |
| | See the reverse side of this notice to obtain proxy materials and
voting instructions. |

	— Before You Vote — How to Access the Proxy Materials
	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
●	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. — 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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