Source: SEC 8-K Filing – fitb-20250415
Fifth Third Bancorp (NASDAQ: FITB), a leading regional bank headquartered in Cincinnati, Ohio, reported highly decisive outcomes from its 2025 Annual Meeting of Shareholders. The results demonstrate resounding shareholder confidence in Fifth Third’s leadership and direction, highlighted by strong vote counts for the Board of Directors and overwhelming approval for audit and compensation proposals. These developments are pivotal, considering the ever-evolving regulatory and interest rate environment that Fifth Third’s management outlined in prior earnings calls.
All 13 director nominees were elected, with vote-for tallies averaging over 520 million per candidate, representing more than 93% support for most directors.
Example: Linda W. Clement-Holmes garnered 532,083,916 votes for and just 2,407,949 against—a support rate above 95%. Nicholas K. Akins received 519,158,028 votes for and 15,348,765 against.
Broker non-votes (votes not cast by intermediaries) totalled 73,043,618 for each nominee, consistent with prior years.
Deloitte & Touche LLP was ratified as the 2025 independent auditor by 580,077,358 votes for and only 27,121,640 against (a 21-to-1 margin).
Abstentions: 885,764 votes—minimal relative to the total votes cast.
Advisory approval of executive compensation: 507,675,415 votes for, 26,167,073 against, and 1,198,656 abstain. This translates to over 94% in favor, reflecting continued endorsement of FITB’s incentive structures.
Broker non-votes: 73,043,618
Fifth Third Bancorp maintains a diversified capital base with innovative preferred stock offerings: - 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock (Series I, NASDAQ: FITBI) - 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A (NASDAQ: FITBP) - 4.95% Non-Cumulative Perpetual Preferred Stock, Series K (NASDAQ: FITBO) These instruments equip FITB with interest rate and liquidity management flexibility—an important theme repeated in recent earnings calls, where CFO James C. Leonard highlighted the value of having non-cumulative perpetual preferred instruments to navigate credit cycles (FITB Q4 2024 Call, source).
Fifth Third’s management has consistently emphasized robust risk management, capital optimization, and prudent shareholder returns amid heightened regulatory scrutiny and macroeconomic volatility. In its Q4 2024 earnings call, CEO Timothy N. Spence stated:
“Solid execution on our strategy enabled us to deliver record net interest income, while maintaining strong capital ratios and proactively managing credit risk.”
Additionally, the bank’s diversified preferred securities structure has been repeatedly referenced as integral to Fifth Third’s capital flexibility and ability to absorb shocks—underscoring how the 2025 Annual Meeting voting results further validate management’s approach.
Board election average votes in favor: 520 million+
Auditor approval rate: Exceeded 95%
Executive compensation approval: Over 94%
Preferred shares and common stock registered: FITB, FITBI, FITBP, FITBO—each traded on NASDAQ, ensuring ample liquidity and investor access.
The outcomes from Fifth Third Bancorp’s 2025 Annual Meeting decisively underscore robust shareholder backing and confidence in the company’s direction. With near-unanimous support for its directors, independent auditor, and executive compensation, coupled with a resilient capital framework utilizing preferred securities such as FITBI, FITBO, and FITBP, Fifth Third is well-positioned to pursue sustainable growth and superior risk-adjusted returns in 2025.
For complete results and disclosures, refer to the official 8-K filing on the SEC website.
Key Terms: Proxy Voting, Non-Cumulative Perpetual Preferred Stock, Board Mandate, Capital Structure, Risk Management