Source: SEC 8-K Filing (April 15, 2025)
On April 15, 2025, Fifth Third Bancorp (NASDAQ: FITB) held its pivotal Annual Meeting of Shareholders, underscoring its enduring commitment to robust corporate governance, transparent communication, and active shareholder engagement. The event marked a decisive moment as shareholders cast votes on key governance matters, including director elections, executive compensation, and the appointment of the external audit firm—a recurring theme aligned with Fifth Third’s previous earnings call discussions on transparency and operational integrity.
Shareholders voted to re-elect all thirteen directors to serve until the 2026 Annual Meeting, with an average support rate exceeding 94% across nominees, based on total shares voted. Katherine B. Blackburn, B. Evan Bayh III, Nicholas K. Akins, and Linda W. Clement-Holmes each received over 517 million votes for re-election, highlighting investor confidence in Fifth Third’s leadership continuity. Notably, the lowest vote-for total still represented a robust 495 million shares—demonstrating consistent endorsement amid minimal dissent.
Highest support: Linda W. Clement-Holmes (532,083,916 votes for, vs. 2,407,949 against)
Lowest support: Thomas H. Harvey (495,473,253 for, 39,027,813 against)
Average for votes: Over 525 million per nominee
The board elections reinforce Fifth Third’s strategic direction, a recurrent theme cited by CEO Timothy N. Spence during prior earnings calls: “Our disciplined approach to governance ensures the long-term stability and growth for all stakeholders.” [Q4 2024 Earnings Call]
Deloitte & Touche LLP was ratified as Fifth Third Bancorp’s independent external audit firm for 2025, securing 580,077,358 votes for, compared to just 27,121,640 against—an overwhelming 95.5% approval rate. There were 885,764 abstentions and no broker non-votes, reflecting the highest consensus among agenda items and further legitimizing the company’s commitment to financial transparency.
This aligns with statements from prior quarters, where management has outlined efforts to enhance compliance and uphold rigorous financial standards. As CFO remarks from the FY2024 call stated: “Our relationship with Deloitte & Touche underscores our priority to deliver accurate and reliable disclosures for our investors.”
Executive compensation was approved via advisory vote, receiving 507,675,415 votes for (over 92% approval when considering only valid votes cast), 26,167,073 against, and 1,198,656 abstaining; broker non-votes tallied 73,043,618. This demonstrates sustained shareholder alignment with leadership’s compensation structure—an issue raised in multiple earnings calls as a reflection of the bank’s long-term performance incentives and shareholder value creation priorities.
Quoting the company’s prior proxy materials: “Our compensation practices are strongly linked to quantitative performance metrics, ensuring accountability at the highest levels.” [2024 Proxy Statement]
In addition to common stock, Fifth Third Bancorp has listed multiple series of depositary shares on NASDAQ, each representing fractional interests in preferred stock with varying yields: - 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred (Series I, FITBI) – 1/1000th share - 6.00% Non-Cumulative Perpetual Class B (Series A, FITBP) – 1/40th share - 4.95% Non-Cumulative Perpetual (Series K, FITBO) – 1/1000th share
These securities strengthen the bank’s capital position and offer competitive, fixed dividend yields—a technical testament to Fifth Third’s prudent capital structure, frequently highlighted in regular quarterly reviews.
Fifth Third Bancorp’s 2025 Annual Meeting showcased clear, quantitative support for the company’s board, auditors, and executive pay practices while reinforcing core tenets of corporate governance, transparency, and sound capital management. Prior earnings calls reflect a consistent motif of prioritizing shareholder value, regulatory compliance, and sustainable business practices—a trend validated by the overwhelming voting statistics from this year’s annual meeting.
For further details, the original SEC 8-K report can be found here: https://sec.gov/Archives/edgar/data/35527/000003552725000131/fitb-20250415.htm