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 6, 2016
(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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On March 6, 2016, James P. Hackett, the Company’s independent, non-executive Chairman of the Board of Directors, announced his retirement from the Board of Directors to pursue other full time employment opportunities. His retirement will be effective at the Annual Meeting of Shareholders which is scheduled to be held on April 19, 2016 and he will not be standing for re-election. Mr. Hackett has served as a director of Fifth Third Bancorp since 2001 and as its Chairman since April 15, 2014. The Board of Directors will vote to decrease the size of the Board such that no vacancies will result from Mr. Hackett’s retirement.
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 10, 2016 | /s/ GREG D. CARMICHAEL | |||
| Greg D. Carmichael | ||||
| President and Chief Executive Officer | ||||