Source Document: SEC 8-K Filing, fitb-20250415
Fifth Third Bancorp (NASDAQ: FITB), a leading regional banking institution headquartered in Ohio, conducted its 2025 Annual Meeting of Shareholders on April 15, 2025. This high-impact event formed a cornerstone for stakeholder governance, corporate transparency, and regulatory compliance for the year. Voting encompassed pivotal board elections, the external audit firm ratification, and executive compensation policies.
Board Elections: Thirteen directors were re-elected, each receiving between 495.5 million and 532.8 million “Votes For” from common stock and preferred shareholders voting as a class.
The candidate receiving the highest affirmative votes was Kathleen A. Rogers with 532,865,000 in favor, and the lowest was Thomas H. Harvey at 495,473,253.
Across all candidates, broker non-votes—ballots where brokers did not have voting discretion—totaled 73,043,618.
Audit Firm Appointment: The proposal to appoint Deloitte & Touche LLP as external auditors for 2025 was overwhelmingly approved: 580,077,358 votes for (95.7% of all votes cast), with only 27,121,640 opposed and 885,764 abstentions.
Say-on-Pay (Executive Compensation): Executive compensation garnered majority support, with 507,675,415 votes for, translating to 93.1% approval, compared to 26,167,073 against and 1,198,656 abstain. Broker non-votes stood at 73,043,618.
Fifth Third Bancorp maintains a diverse capital stack, actively trading both common stock (FITB) and several classes of preferred shares on the NASDAQ: - FITBI: Depositary shares representing a 1/1000th interest in 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I - FITBP: 1/40th interest in 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A - FITBO: 1/1000th interest in 4.95% Non-Cumulative Perpetual Preferred Stock, Series K
These preferred shares offer fixed and/or floating dividend yields and embody structural resilience in Fifth Third Bancorp’s funding profile. Since they are non-cumulative, missed dividends do not accrue—a critical technical term for income-focused investors assessing preferred stock risk/return dynamics.
As cited in prior earnings calls, Fifth Third Bancorp’s board and executive teams have regularly emphasized robust governance, transparent compensation policy, disciplined capital allocation, and balancing shareholder returns with prudent risk management. In Q4 2024, CEO Timothy N. Spence remarked, “Our commitment to maintaining high engagement with shareholders and ensuring the independence and accountability of our board positions Fifth Third to thrive in a volatile economic environment.” Moreover, the reappointment of Deloitte & Touche LLP aligns with established practices to ensure third-party objectivity and regulatory confidence—directly echoing remarks from the Company’s audit committee chair in the 2024 transcript regarding the importance of audit partner rotation and financial oversight (Source: [2024 Q4 Earnings Call Transcript]).
Investors and analysts should take note of Fifth Third Bancorp’s strong shareholder turnout—evident in substantial voting volumes—and the prevalence of broker non-votes, which highlights the importance of direct investor engagement. The appointment of Deloitte & Touche LLP as independent external auditor, coupled with high support for board and executive compensation initiatives, demonstrates Fifth Third’s commitment to corporate governance and transparency. For further insights and technical specifications regarding share classes, refer directly to the official SEC source.
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