Fifth Third Bancorp (NASDAQ: FITB) held its 2025 Annual Meeting of Shareholders on April 15, 2025, solidifying the organization’s corporate governance and strategic vision. As a leading regional banking institution headquartered in Cincinnati, FITB’s Annual Meeting brings to the forefront the company’s commitment to transparency, shareholder value creation, and robust risk management frameworks.
The Annual Meeting saw decisive votes on the re-election of thirteen directors to serve until the next Annual Meeting in 2026. Notably, strong board continuity was demonstrated:
Highest Votes FOR: Kathleen A. Rogers led with 532,865,000 votes for, representing a commanding shareholder mandate.
Lowest Support: Thomas H. Harvey received the fewest votes for the position at 495,473,253, yet still achieved a clear majority.
Abstentions & Broker Non-Votes: Broker non-votes stood at 73,043,618 for each director, denoting consistent proxy engagement levels, while abstentions per director ranged from 520,540 to 2,117,818, a fraction of total votes cast, reflecting minimal dissent.
Deloitte & Touche LLP was re-appointed as external auditor for fiscal 2025, securing overwhelming shareholder approval (580,077,358 votes for vs. 27,121,640 against, with only 885,764 abstentions). The 95.6% approval rate underscores robust confidence in Fifth Third’s internal controls and financial stewardship.
“Our long-term relationship with Deloitte & Touche LLP demonstrates our unyielding commitment to audit quality and integrity.” — Fifth Third Bancorp, 2025 Proxy Statement
Executive compensation was ratified by a substantial margin, with 507,675,415 votes in favor, 26,167,073 against, and 1,198,656 abstentions. The high approval rate (over 94%) is emblematic of investor confidence in Fifth Third’s pay-for-performance philosophy even amid industry-wide calls for heightened ESG and compensation alignment.
Fifth Third Bancorp maintains a diversified capital structure, including: - Common Stock (FITB): Primary equity vehicle - Depositary Shares/Preferred Securities: - 1/1000th Interest in 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I (FITBI) - 1/40th Interest in 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A (FITBP) - 1/1000th Interest in 4.95% Non-Cumulative Perpetual Preferred Stock, Series K (FITBO)
These hybrid securities enhance Fifth Third’s capital adequacy and offer competitive dividend yields in the regional banking sector.
Fifth Third’s Q4 2024 earnings call highlighted: - Risk Management: CEO Timothy Spence emphasized, “Prudent risk discipline and capital allocation remain core to our strategy as we navigate volatile interest rate environments.” - Shareholder Returns: The management reiterated its “track record of strong capital return via dividends, sustained repurchases, and disciplined expense control” (Q4 2024 Earnings Call Transcript). - Governance Focus: The diversity and depth of the Board were cited as key strengths supporting execution of long-term strategic objectives amid evolving regulatory and economic landscapes.
These priorities are clearly reflected in the outcomes of the 2025 Annual Meeting — emphatic board re-election, overwhelming audit ratification, and supportive compensation vote all signal a robust governance framework.
Board Election Support: Average FOR votes per director: ~522 million
Audit Ratification: Approval rate - 95.6%
Executive Compensation: Approval rate - 94%
Market-listed Preferred Share Classes: FITBI, FITBP, FITBO, each reflecting unique risk/reward and dividend rate profiles
Fifth Third Bancorp’s 2025 Annual Meeting results affirm its position as a financial sector leader, with top-tier governance, rigorous audit regimes, and compensation policies tightly aligned to shareholder interests. The quantitative data, diverse equity structure, and transparent disclosures showcased in this authoritative event analysis provide investors actionable insights into the bank’s risk management and capital allocation philosophy.
Source: 8-K Filing - SEC.gov