Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 12, 2022, Fifth Third Bancorp announced that Greg D. Carmichael has
elected to retire as Chief Executive Officer, effective July 5, 2022. Upon his
retirement as Chief Executive Officer, Mr. Carmichael will become the Executive
Chairman of the Board of Directors of Fifth Third Bancorp and Fifth Third Bank,
National Association. Also effective July 5, 2022, Timothy N. Spence will become
the new Chief Executive Officer of Fifth Third Bancorp and Fifth Third Bank,
National Association, pursuant to the Board of Directors' succession planning
process. Mr. Spence currently serves as President of Fifth Third Bancorp and
Executive Vice President of Fifth Third Bank, National Association. Mr. Spence
will succeed Mr. Carmichael as Chief Executive Officer.
Mr. Spence has served as President of Fifth Third Bancorp since October 2020.
Previously, Mr. Spence was Executive Vice President and Head of Consumer Bank,
Payments, and Strategy from August 2018 to October 2020, Head of Payments,
Strategy and Digital Solutions from 2017 to 2020, and Chief Strategy Officer
from September 2015 to October 2020. He also previously served as a senior
partner in the Financial Services practice at Oliver Wyman since 2006, a global
strategy and risk management consulting firm.
The selection of Mr. Spence to serve as Chief Executive Officer was not pursuant
to any arrangement or understanding with respect to any other person. There are
no family relationships between Mr. Spence and any director or executive officer
of Fifth Third.
Additional information regarding Mr. Carmichael, Mr. Spence, their compensation
and Fifth Third Bancorp's compensation plans and programs is contained in Fifth
Third Bancorp's Annual Report on Form 10-K for the year ended December 31, 2021
and its definitive proxy statement filed with the Securities Exchange Commission
on March 1, 2022.
Item 7.01 Regulation FD Disclosure
A copy of the press release related to the information disclosed above in Item
5.02 is attached as Exhibit 99.1 hereto.
The information included in this Current Report on Form 8-K under this Item 7.01
and the Exhibits attached hereto shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed
incorporated by reference in any filing under the Securities Exchange Act of
1934 or the Securities Act of 1933, except as shall be expressly set forth by
specific reference.
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 - Press release dated April 12, 2022
Exhibit 104 - Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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