FIFTH THIRD BANCORP 8-K

What Happened

• On January 6, 2026, Fifth Third Bancorp (Fifth Third) held a special shareholder meeting to vote on matters tied to its proposed acquisition of Comerica Incorporated under the October 5, 2025 Merger Agreement.
• Shareholders approved the proposal authorizing issuance of Fifth Third common stock as merger consideration (including the issuance exceeding 20% of outstanding shares under NASDAQ Rule 5635(d)). A joint press release with Comerica on the vote results was issued and is attached as Exhibit 99.1.

Key Details

• Record date (for voting): November 24, 2025 — 661,049,699 Fifth Third common shares outstanding and 200,000 shares of Fifth Third voting preferred represented by 8,000,000 depositary shares.
• Quorum: 536,090,267 common shares and 3,651,965 depositary shares present or represented (80.84% of voting power).
• Fifth Third stock issuance proposal vote: For 536,814,002; Against 1,088,494; Abstentions 378,950.
• Adjournment proposal vote (not used): For 497,437,700; Against 40,320,977; Abstentions 522,769. Because the issuance proposal passed, the meeting was not adjourned.

Why It Matters

• The shareholder approval clears a key corporate governance step allowing Fifth Third to issue the shares needed to complete the Comerica merger (including meeting NASDAQ rules on large issuances).
• For investors this is material because the transaction will change Fifth Third’s share count and ownership mix (potential dilution) and is a major strategic acquisition; further steps (regulatory approvals, closing conditions) remain before the deal is final. The joint press release (Exhibit 99.1) provides the official vote results.