---
schema_version: "secwatch.filing_event.v1"
accession: "0000035527-24-000156"
form_type: "8-K"
ticker: "FITB"
cik: "0000035527"
company_name: "FIFTH THIRD BANCORP"
filed_at: "2024-04-19T23:59:59+00:00"
generated_at: "2026-06-03T17:11:47.399375+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# Fifth Third shareholders approve 2024 Incentive Compensation Plan authorizing up to 55M shares

## Summary
- Plan authorizes up to 55 million common shares for awards plus shares from cancellations/forfeitures under prior plans.
- All 16 director nominees re-elected; Deloitte & Touche ratified as auditor for 2024.
- Shareholders also approved the 2024 Employee Stock Purchase Plan and advisory vote on executive compensation.
- Plan effective April 16, 2024, after receiving shareholder approval at the annual meeting.

## SEC filing metadata
- accession: 0000035527-24-000156
- form_type: 8-K
- ticker: FITB
- cik: 0000035527
- company_name: FIFTH THIRD BANCORP
- filed_at: 2024-04-19T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/35527/000003552724000156/0000035527-24-000156-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/35527/000003552724000156/fitb-20240416.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000035527-24-000156
- JSON: https://secwatch.observer/filing/0000035527-24-000156.json
- Plain text: https://secwatch.observer/filing/0000035527-24-000156.txt

## Key facts
- Shareholder Votes
  FIFTH THIRD BANCORP shareholders approved Election of all members of the Board of Directors to serve until the Annual Meeting of Shareholders in 2025 at the 2024-04-16 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-04-16
  source text: 1. Election of all members of the Board of Directors to serve until the Annual Meeting of Shareholders in 2025:
  evidence_url: https://www.sec.gov/Archives/edgar/data/35527/000003552724000156/0000035527-24-000156-index.htm
- Shareholder Votes
  FIFTH THIRD BANCORP shareholders approved Executive compensation at the 2024-04-16 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-04-16
  source text: 3. Executive compensation was approved by an advisory vote of the common shareholders and the Preferred Shareholders of 528,314,088 votes for, 23,403,249 votes against, and 1,162,549 abstain, with 71,067,013 broker non-votes.
  evidence_url: https://www.sec.gov/Archives/edgar/data/35527/000003552724000156/0000035527-24-000156-index.htm
- Shareholder Votes
  FIFTH THIRD BANCORP shareholders approved The proposal to approve the Fifth Third Bancorp 2024 Incentive Compensation Plan, including the issuance of shares of common stock authorized thereunder at the 2024-04-16 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2024-04-16
  source text: 4. The proposal to approve the Fifth Third Bancorp 2024 Incentive Compensation Plan, including the issuance of shares of common stock authorized thereunder, was approved by a vote of the common shareholders and the Preferred Shareholders of 526,807,750 votes for, 25,035,575 votes against, and 1,036,561 abstain, with 71,067,013 broker non-votes.
  evidence_url: https://www.sec.gov/Archives/edgar/data/35527/000003552724000156/0000035527-24-000156-index.htm
- Shareholder Votes
  FIFTH THIRD BANCORP shareholders approved The proposal to approve the Fifth Third Bancorp 2024 Employee Stock Purchase Plan, including the issuance of shares of common stock authorized thereunder at the 2024-04-16 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2024-04-16
  source text: 5. The proposal to approve the Fifth Third Bancorp 2024 Employee Stock Purchase Plan, including the issuance of shares of common stock authorized thereunder, was approved by a vote of the common shareholders and the Preferred Shareholders of 549,354,008 votes for, 2,794,645 votes against, and 731,233 abstain, with 71,067,013 broker non-votes.
  evidence_url: https://www.sec.gov/Archives/edgar/data/35527/000003552724000156/0000035527-24-000156-index.htm
- Shareholder Votes
  FIFTH THIRD BANCORP shareholders approved The ratification and appointment of the firm of Deloitte & Touche LLP to serve as the independent external audit firm for Fifth Third Bancorp for the year 2024 at the 2024-04-16 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-04-16
  source text: 2. The ratification and appointment of the firm of Deloitte & Touche LLP to serve as the independent external audit firm for Fifth Third Bancorp for the year 2024 was approved by a vote of the common shareholders and the Preferred Shareholders of 601,870,551 votes for, 21,617,048 votes against, and 459,300 abstain, with no broker non-votes.
  evidence_url: https://www.sec.gov/Archives/edgar/data/35527/000003552724000156/0000035527-24-000156-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.