Fifth Third Bancorp Annual Meeting: Shareholders Back Directors, Deloitte & Touche, and Exec Pay

Key Points

• Shareholders re-elected all 16 directors and ratified Deloitte & Touche as the external auditor, and approved the advisory vote on executive compensation.
• CEO Tim Spence called 2025 “benign” but uncertain and reiterated operating priorities of stability, profitability, and growth; despite cautious lending (avoiding heavy exposure to data centers and private credit funds) the bank reported strong profitability with top-tier adjusted ROA, ROE and efficiency ratios.
• Management said the Comerica combination is progressing after nearly three months, with confidence in cultural alignment and a focus on execution, client continuity, talent retention and realizing scale and capability benefits.

Fifth Third Bancorp NASDAQ: FITB held its annual shareholders meeting at 11:30 a.m., led by Chairman, CEO, and President Tim Spence, who opened the session by outlining meeting procedures and introducing directors in attendance. Spence also noted that representatives from Deloitte & Touche, the company’s independent external auditor, were available to respond to questions.

Meeting notice and voting items

Corporate Secretary Michael Powell said notice of the meeting was first mailed on March 9, 2026, to shareholders of record as of Feb. 24, 2026, and confirmed that a quorum was present. Spence said Broadridge’s Peter Descovich served as inspector of election, with assistance from members of the company’s legal department.

Powell outlined three proposals presented by the company for shareholder votes:

• Election of 16 directors to serve until the 2027 annual meeting of shareholders
• Ratification of the appointment of Deloitte & Touche as external auditor for 2026
• An advisory vote to approve compensation of the company’s named executive officers, as described in the proxy statement

Spence said the deadline to submit shareholder nominations or proposals for the meeting had passed and that none were received, declaring nominations and proposals closed. After allowing time for online voting changes, he also declared voting closed, with results to be announced later in the meeting.

CEO business update: 2025 conditions and priorities

While votes were tabulated, Spence provided a business update and reiterated the company’s operating priorities: “stability, profitability, and growth in that order,” along with a focus on “getting 1% better every day” and investing for the future.

Spence described 2025 as a “benign” operating environment “yet defined by uncertainty,” saying demand was uneven and that lending was disproportionately driven by data centers and private credit funds—areas where he said Fifth Third had been more cautious than others. He added that traditional client segments deferred large investments while awaiting clarity on tariffs, the labor market, interest rates, and a federal government shutdown. “Put simply, we got nine or 10 productive months out of a 12-month calendar year,” Spence said.

Despite that backdrop, Spence said Fifth Third “delivered another consistent year of strong profitability and organic growth,” adding that the bank’s adjusted full-year return on assets, return on equity, and efficiency ratio “all rank among the best in our industry.”

Integration with Comerica and culture focus

Spence also pointed to what he called a “defining strategic milestone” in 2025: the combination of Fifth Third and Comerica. Referring to the announcement made the prior year, Spence said the company believed the deal united two organizations with shared values and complementary strengths. After nearly three months operating as one company, he said he was “more confident than ever in the cultural alignment and the value creation we can achieve.”

As the integration continues, Spence said the company’s focus is on execution, serving clients seamlessly, retaining top talent, and realizing strategic benefits including greater scale and enhanced capabilities. He emphasized efforts to build “one shared culture” grounded in integrity, accountability, and continuous improvement.

Recognition and preliminary vote results

Spence highlighted external recognition received in 2025, including Euromoney naming Fifth Third the best U.S. super-regional bank. He also said Ethisphere again recognized Fifth Third as one of the world’s most ethical companies, which he said was an honor earned by only four banks globally and two in the U.S.

Powell then reported preliminary voting results from the inspectors, stating that:

• All 16 director nominees “received the majority of shareholder votes cast” in favor of their election
• Shareholders approved the ratification of Deloitte & Touche as external auditor
• Shareholders approved the advisory resolution on executive compensation

Spence noted the preliminary results are subject to final tabulation and verification by the inspector of elections and said final results would be reported within the required timeframe. He declared the formal business of the meeting complete.

In the Q&A portion, the operator said no questions were submitted in advance through the virtual portal. Spence adjourned the meeting, thanking shareholders for their continued support.

About Fifth Third Bancorp NASDAQ: FITB

Fifth Third Bancorp is a Cincinnati, Ohio–based bank holding company whose primary banking subsidiary operates as Fifth Third Bank. The company provides a broad range of financial services to individual consumers, small businesses, middle-market companies and large corporations. Its business mix includes retail and commercial banking, lending, payment and card services, treasury and cash management, and wealth management and investment advisory services delivered through a combination of branch locations, commercial offices and digital platforms.

On the consumer side, Fifth Third offers deposit accounts, consumer loans, mortgages, auto financing and credit card products, along with digital banking and mobile services.

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