Fifth Third Bancorp (FITB) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 21, 2026, to be held virtually, with shareholders voting on director elections, auditor ratification, and executive compensation approval.

• Achieved record $9 billion in revenue for 2025, with strong net interest income and efficiency ratios.

• Completed acquisition of Comerica, expanding market share in the Southwest U.S. and integrating three Comerica directors onto the board.

• Continued focus on stability, profitability, and growth, with significant investments in technology and Southeast expansion.

Voting matters and shareholder proposals

• Shareholders to elect 16 directors for one-year terms, ratify Deloitte & Touche LLP as external auditor, and provide advisory approval of executive compensation.

• Board recommends voting “FOR” all proposals.

• Proxy access and shareholder proposal procedures detailed for 2027 meeting.

Board of directors and corporate governance

• Board comprises a substantial majority of independent directors, with only the CEO not considered independent.

• Four new directors nominated, including three from Comerica and one with significant financial sector experience.

• Board committees (Audit, Human Capital and Compensation, Nominating and Corporate Governance, Risk and Compliance, Technology) are fully independent and meet regularly.

• Annual board and committee self-assessments, robust director education, and succession planning in place.

• Lead Independent Director provides strong oversight and leadership, with defined responsibilities.