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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 15, 2015
(Exact Name of Registrant as Specified in Its Charter)
Ohio
(State or Other Jurisdiction
of Incorporation)
001-33653
31-0854434
(Commission
File Number)
(IRS Employer
Identification No.)
Fifth Third Center
38 Fountain Square Plaza, Cincinnati, Ohio
45263
(Address of Principal Executive Offices)
(Zip Code)
(800) 972-3030
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions ( see General Instruction A.2. below):
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(c) On July 16, 2015, Fifth Third Bancorp (the “Company”) issued a press release announcing that it had selected Lars C.
Anderson to become the Company’s new Executive Vice President and Chief Operating Officer. A copy of the related press release is
attached as Exhibit 99.1 hereto. He will begin his employment with the Company on August 3, 2015.
Mr. Anderson, 54, has served as the Vice Chairman of Comerica Incorporated and Comerica Bank since December 2010.
Previously he served BB&T Corporation as its Executive Vice President from October 2010 to November 2010, its Group Banking
Executive from August 2010 to November 2010, its Group President, Georgia and Texas from 2009 to 2010, its Group President,
Georgia and Alabama from 2004 to 2009, its Group President of Tennessee and Western North Carolina regions from 2003 to 2004,
and its Regional President from 2001 to 2005.
Under the terms of Fifth Third’s offer letter to Mr. Anderson, he will receive an annual salary of $675,001.60, a signing bonus of
$3 million and, subject to approval by the Board of Directors, an equity grant on October 1, 2015 of $3 million in restricted stock that
will vest after four years. Mr. Anderson will also be eligible to receive annual equity-based compensation under the Company’s
Incentive Compensation Plan, receive annual incentive awards in the Variable Compensation Plan including a 2015 award payable in
2016 guaranteed at $750,000 and he may participate in the Company’s Nonqualified Deferred Compensation, 401(k) and other benefit
plans.
The foregoing description of the terms of the offer letter to Mr. Anderson is qualified in its entirety to the text of the offer letter
accepted by Mr. Anderson on July 15, 2015, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Item 9.01
Financial Statements and Exhibits
Exhibit 10.1 – Offer letter from Fifth Third Bancorp to Lars C. Anderson.
Exhibit 99.1 – Press release dated July 16, 2015.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
FIFTH THIRD BANCORP
(Registrant)
July 16, 2015
By:
/s/ KEVIN T. KABAT
Kevin T. Kabat
Vice Chairman and Chief Executive Officer
Exhibit 10.1
[LETTERHEAD]
Lars Anderson
Dallas, TX
Dear Lars:
It is my pleasure to provide you with this letter formalizing our offer of employment with Fifth Third Securities or Fifth Third Bank, a
wholly-owned subsidiary of Fifth Third Bancorp (collectively “Fifth Third”). With your acceptance of this offer and upon approval by
the Board of Directors, you will assume the position of Executive Vice President, Chief Operating Officer reporting directly to Greg
Carmichael.
Your annualized salary will be $675,001.60 which will be paid bi-weekly at the rate of $25,961.60. Your first salary review will occur
during the 2016 salary review process.
You will be eligible to participate in the Variable Compensation Plan and as a senior executive; your range of pay could be a
minimum of zero or a maximum of $1,350,000.00. The award is funded based on the Bank’s performance versus plan on the
following weighted metrics: Earnings Per Share (50%), Return on Risk Weighted Assets (25%), and our Efficiency Ratio (25%). Your
final award will be based on your individual performance against your documented objectives, as well as an individual risk evaluation
and the Human Capital & Compensation Committee (HC&CC) will approve. Your estimated annual award will be $750,000.00 if the
Bank achieves our plan objectives and your individual performance meets expectations. Your actual award can be higher or lower
based on actual performance and HC&CC approval. For the performance year 2015, you will be guaranteed an award of $750,000,
payable February 2016. You will also be eligible to receive long-term incentive (LTI) grants, which are typically made annually on a
performance basis and are approved by the Board of Directors. Your annual LTI target will be $1,700,000.00. As do most employers
Fifth Third reserves the right to modify this plan. In order to receive any LTI award, you must electronically accept the award
agreement as well as the Confidential Information and Non-Solicitation Agreement, both of which will be available for electronic
acceptance shortly following the award date. The Confidential Information and Non-Solicitation agreement prohibits the disclosure or
use of Fifth Third’s confidential information for purposes other than conducting Fifth Third business. It also prohibits the solicitation
of customers and/or employees away from Fifth Third for the sale of any product or service that competes with those offered by Fifth
Third for a period of one year.
As agreed, Fifth Third will pay you a one-time pre-tax New Hire Signing Bonus of $3,000,000.00 according to the terms of the
enclosed New Hire Signing Bonus Repayment Agreement. Upon your acceptance, please sign and return the enclosed agreement to
me. Fifth Third will pay the New Hire Signing Bonus within 30 days of your start date.
Upon approval by the Board of Directors, you will receive a restricted stock award of $3,000,000.00. This award will be effective on
October 1, 2015 and will have a 4 yr cliff vest. Typically, within two to three weeks after the award effective date (i.e., grant date),
you will receive an e-mail notice to accept your award electronically. You also will receive a welcome kit from Fidelity Investments in
the mail at your home address, which contains instructions for activating your Long-term Incentive Plan Account and accepting your
award on-line.
Fifth Third also will provide assistance for your relocation to the Cincinnati area. Details regarding Fifth Third’s relocation program
and policy are outlined in the attached documents.
You will be eligible for 4 weeks of vacation in 2016. Your vacation for the remainder of 2015 will be prorated accordingly.
Your wellness and quality of life are important to you, and they’re important to Fifth Third Bank, too. That’s why the Bank offers
employees a comprehensive Total Rewards package with health, wellness and financial benefits to holistically and sustainably meet
your needs, both for today and the long term.
Fifth Third proudly offers competitive health care benefits to promote your well-being, including three diverse medical plan options
and a wellness program — myWellness, powered by HumanaVitality — that rewards you for taking care of yourself. In addition to
rewards you can earn through the myWellness program for healthy choices you make now, you can also earn Fifth Third Wellness
Rewards for the next calendar year, based on your activity in the current calendar year. These rewards can provide up to 3 percent of
your salary in additional pay spread out over that calendar year, with a maximum of $3,000. You will learn more about these and other
wellness benefits in your first weeks at the Bank.
Fifth Third also supports your financial well-being. Your Total Rewards package offers a valuable 401(k) match to get you on the
right track for retirement. If you contribute at least 6 percent of your salary to the plan, we will contribute 7 percent. We also provide
employee banking benefits as well as additional tools and resources to support your quality of life now and into the future.
Please review the Fifth Third Bank Benefits Overview included with this offer letter. To learn more about 2015 employee benefits and
to plan your benefits elections, go to www.alexfor53.com/2015 .
Our non-qualified deferred compensation plan provides a means for executives to defer income for tax purposes beyond that which
they can defer under the 401(k) plan. This plan also provides additional benefits to executives who lose Bank contributions such as
401(k) match and Profit Sharing due to IRS limits. You will be eligible to defer compensation beginning in 2016.
You are eligible for reimbursement for Executive Planning Services. This enhanced reimbursement benefit provides up to $7,500
annually for Internal Executive Wealth Planning ($10,000 for the first year you utilize the service). A two-year service requirement is
waived if you move assets to Fifth Third Bank for management. Please refer to the attached program guidelines for complete details.
PLEASE REVIEW THE OFFER LETTER AND SIGNING BONUS REPAYMENT AGREEMENT BELOW.
Signing Bonus Repayment Agreement
Date: July 6, 2015
Employee Name: Lars Anderson
Position: Chief Operating Officer
Hiring Manager: Greg Carmichael
Bonus Amount: $ $3,000,000.00
You are being granted a Signing Bonus (the “Bonus”) in connection with your commencement of employment with Fifth Third Bank,
a wholly-owned subsidiary of Fifth Third Bancorp (collectively “Fifth Third”).
If you agree to the terms of this Signing Bonus Repayment Agreement (the “agreement”) the bonus is payable on the next regular
payroll date after you have completed thirty (30) days of employment with Fifth Third.
Fifth Third retains the right to revoke this Agreement if you have not signed and returned the Agreement within thirty (30) days of
your start date. Any failure on the part of the Fifth Third to pay the Bonus in the time frame described above does not alter any
obligation you may have to repay the Bonus under this Agreement.
Fifth Third does not require repayment of this bonus amount during the time you are an employee of Fifth Third, nor will you be
required to repay the Bonus after the completion of two (2) years of continuous employment with satisfactory performance, as
determined by Fifth Third.
If your employment should terminate for cause before you complete two (2) years of continuous employment, you will be required to
repay the entire amount of your signing bonus. Until the bonus is repaid in full, the outstanding balance will accrue interest at Fifth
Third’s Prime Rate plus 2%, and this interest rate will adjust (increase or decrease) from time to time as Fifth Third Prime Rate
changes. Additionally, if your employment is terminated and you received a severance payment under Fifth Third’s Severance Policy,
you will not be required to repay the Bonus.
By signing below, you certify that you have read this agreement and fully understand its content. You understand that if your
employment terminates as described in the preceding paragraph, the full amount shall become payable on demand. You also authorize
Fifth Third to debit from your final pay, and/or from any funds held by Fifth Third, monies on deposit with Fifth Third, or amounts
owed to you by Fifth Third, these funds will be applied to your outstanding signing bonus balance. You agree to execute from time to
time documents evidencing the indebtedness and your obligation to it.
BY ACCEPTING THIS EOFFER, YOU ARE ACCEPTING BOTH THE OFFER LETTER AND SIGNING BONUS REPAYMENT
AGREEMENT AS CONTAINED HEREIN.
Fifth Third is proud of its long-standing affiliation with the United Way and asks each employee to support this worthy cause. As an
employee at Fifth Third, you will be encouraged to volunteer your time and resources to the annual United Way campaign.
Please review the Fifth Third Bank Benefits Overview included with this offer letter. To learn more about employee benefits and to
plan your benefit elections, go to www.alexfor53.com/2013/ .
For questions regarding employee benefits, pay, or other Human Resource information, please contact the My HR Direct Employee
Care Services at MY HR DIRECT (1-877-694-7347).
As we’ve discussed our offer of employment and continued employment is contingent upon your successful completion of Fifth
Third’s employment screening process, which includes a drug test, a government mandated background investigation, and completion
of an I-9 form (Employment Eligibility Verification form). You will receive further details regarding your start date and the drug
screening, fingerprint and I-9 process with your New Employee letter. You should complete the I-9 before your start date and bring
the required documents with you on your first day. Within 72 business hours of your first day of employment, you will be required to
have completed the I-9 form and provided proof of identification and eligibility to work in the United States. A list of acceptable
documents as well as instructions on how to complete the I-9 will be listed in your New Employee letter. All documents must be the
original, unexpired, and signed.
As with all positions at Fifth Third, each of us is employed on an at-will basis and no part of this letter should be construed to change
that relationship. Fifth Third and each employee may terminate employment at any time.
We are pleased to offer you this position and are confident that your employment with Fifth Third will be mutually rewarding. These
are exciting times for us and we look forward to your acceptance of our offer and your contributions to the success of Fifth Third.
This employment offer will expire 10 business days from the date of this letter. To indicate your acceptance of this position, please
click on “Sign Letter” at the bottom of this letter and then “Continue” under your electronic signature.
Sincerely,
/s/ Teresa Tanner
EVP, Chief Human Resources Officer
ACCEPTED & AGREED
/s/ Lars Anderson
Lars Anderson(Signed 07/15/2015 04:13:19PM)
Exhibit 99.1
News Release
CONTACT:
Jim Eglseder (Investors)
513-534-8424
Larry Magnesen (Media)
513-534-8055
FOR IMMEDIATE RELEASE
July 16, 2015
Lars C. Anderson Named Fifth Third’s Chief Operating Officer
Succeeds Greg D. Carmichael, who becomes CEO Nov. 1
Cincinnati – Fifth Third Bancorp (Nasdaq: FITB) announced today that Lars C. Anderson will become its executive vice president
and chief operating officer and will be joining the Company on Aug. 3, 2015. Anderson will succeed Greg D. Carmichael, Fifth
Third’s president and COO, who has been named CEO effective Nov. 1. Anderson will report to Carmichael.
Anderson joins Fifth Third from Comerica, where he was vice chairman, Business Bank, a member of the Management Executive
Committee, and chair of that bank’s executive credit committee.
“Lars represents an outstanding addition to Fifth Third Bank,” Carmichael said. “His extensive industry experience and deep expertise
in commercial banking make him an ideal complement to our executive team. As our next chief operating officer, I look to him to as
an important partner in building the future of our franchise.”
Anderson’s background includes more than 30 years of banking industry experience. At Comerica, where he served since 2010,
Anderson led more than 20 lines of business to support the growth of commercial clients, including Middle Market Banking and U.S.
Banking, as well as specialized businesses with expertise in vertical industries including Energy, Technology and Life Sciences,
Entertainment, Municipalities, Commercial Real Estate, Dealer Services, and others. He also led teams that offered solutions across all
of Comerica’s customer base, including Corporate Finance, Treasury Management Services and Leasing. Finally, throughout his
career, he has worked closely with Wealth Management leadership to ensure success in delivering customized personal solutions.
Prior to joining Comerica, over a 25-year career at BB&T Corporation, Anderson served as group banking executive and in a number
of other leadership positions of increasing scope and responsibility. He earned a bachelor’s degree from Suffolk University in Boston
and completed advanced management programs at both the University of North Carolina and University of Chicago. His community
activities have included involvement with the University of Georgia, Southern Methodist University, and the United Way.
Said Anderson, “I am excited to be joining Fifth Third. The Bank has a strong financial foundation and excellent growth prospects. I
look forward to being part of a bright future.”
In his role as chief operating officer, Anderson’s responsibilities will include leading the Commercial and Investment Advisor lines of
business and enterprise-wide Marketing and Customer Experience. He will also have oversight of all 15 of Fifth Third’s affiliates.
Fifth Third Bancorp (Nasdaq: FITB) is a diversified financial services company headquartered in Cincinnati, Ohio. As of March 31,
2015, the Company had $140 billion in assets and operated 15 affiliates with 1,303 full-service Banking Centers, including 101 Bank
Mart ® locations, most open seven days a week, inside select grocery stores and 2,637 ATMs in Ohio, Kentucky, Indiana, Michigan,
Illinois, Florida, Tennessee, West Virginia, Pennsylvania, Missouri, Georgia and North Carolina. Fifth Third operates four main
businesses: Commercial Banking, Branch Banking, Consumer Lending, and Investment Advisors. Fifth Third also has a 22.8%
interest in Vantiv Holding, LLC. Fifth Third is among the largest money managers in the Midwest and, as of March 31, 2015, had
$308 billion in assets under care, of which it managed $27 billion for individuals, corporations and not-for-profit organizations.
Investor information and press releases can be viewed at www.53.com . Fifth Third’s common stock is traded on the NASDAQ ®
Global Select Market under the symbol “FITB.”
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FORWARD-LOOKING STATEMENTS
This release contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934,
as amended, and Rule 3b-6 promulgated thereunder. These statements relate to our financial condition, results of operations, plans,
objectives, future performance or business. They usually can be identified by the use of forward-looking language such as “will likely
result,” “may,” “are expected to,” “anticipates,” “potential,” “estimate,” “forecast,” “projected,” “intends to,” or may include other
similar words or phrases such as “believes,” “plans,” “trend,” “objective,” “continue,” “remain,” or similar expressions, or future or
conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” or similar verbs. You should not place undue reliance on
these statements, as they are subject to risks and uncertainties, including but not limited to the risk factors set forth in our most recent
Annual Report on Form 10-K as updated from time to time by our Quarterly Reports on Form 10-Q. When considering these
forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements we may make.
Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually
known to us.
There are a number of important factors that could cause future results to differ materially from historical performance and these
forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) general economic conditions
and weakening in the economy, specifically the real estate market, either nationally or in the states in which Fifth Third, one or more
acquired entities and/or the combined company do business, are less favorable than expected; (2) deteriorating credit quality;
(3) political developments, wars or other hostilities may disrupt or increase volatility in securities markets or other economic
conditions; (4) changes in the interest rate environment reduce interest margins; (5) prepayment speeds, loan origination and sale
volumes, charge-offs and loan loss provisions; (6) Fifth Third’s ability to maintain required capital levels and adequate sources of
funding and liquidity; (7) maintaining capital requirements and adequate sources of funding and liquidity may limit Fifth Third’s
operations and potential growth; (8) changes and trends in capital markets; (9) problems encountered by larger or similar financial
institutions may adversely affect the banking industry and/or Fifth Third; (10) competitive pressures among depository institutions
increase significantly; (11) effects of critical accounting policies and judgments; (12) changes in accounting policies or procedures as
may be required by the Financial Accounting Standards Board (FASB) or other regulatory agencies; (13) legislative or regulatory
changes or actions, or significant litigation, adversely affect Fifth Third, one or more acquired entities and/or the combined company
or the businesses in which Fifth Third, one or more acquired entities and/or the combined company are engaged, including the
Dodd-Frank Wall Street Reform and
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Consumer Protection Act; (14) ability to maintain favorable ratings from rating agencies; (15) fluctuation of Fifth Third’s stock price;
(16) ability to attract and retain key personnel; (17) ability to receive dividends from its subsidiaries; (18) potentially dilutive effect of
future acquisitions on current shareholders’ ownership of Fifth Third; (19) effects of accounting or financial results of one or more
acquired entities; (20) difficulties from Fifth Third’s investment in, relationship with, and nature of the operations of Vantiv, LLC;
(21) loss of income from any sale or potential sale of businesses that could have an adverse effect on Fifth Third’s earnings and future
growth; (22) difficulties in separating the operations of any branches or other assets divested; (23) inability to achieve expected
benefits from branch consolidations and planned sales within desired timeframes, if at all; (24) ability to secure confidential
information and deliver products and services through the use of computer systems and telecommunications networks; and (25) the
impact of reputational risk created by these developments on such matters as business generation and retention, funding and liquidity.
You should refer to our periodic and current reports filed with the Securities and Exchange Commission, or “SEC,” for further
information on other factors, which could cause actual results to be significantly different from those expressed or implied by these
forward-looking statements.
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