FITB » Topics » NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

This excerpt taken from the FITB DEF 14A filed Mar 10, 2009.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

March 10, 2009

To the Shareholders of Fifth Third Bancorp:

You are cordially invited to attend the Annual Meeting of the Shareholders of Fifth Third Bancorp to be held at the Junior Ballroom, located on the third floor of the Duke Energy Center at 525 Elm Street, Cincinnati, Ohio on Tuesday, April 21, 2009 at 11:30 a.m. for the purposes of considering and acting upon the following:

  (1) Election of all members of the Board of Directors to serve until the Annual Meeting of Shareholders in 2010.
  (2) The proposal described in the proxy statement to amend Article Fourth of the Articles of Incorporation to revise the terms of the authorized, unissued shares of Preferred Stock, without par value, available for issuance by Fifth Third Bancorp to provide greater flexibility in the terms of Preferred Stock that Fifth Third Bancorp may offer and sell in the future, and to clarify the ability of Fifth Third Bancorp to issue shares of Preferred Stock without stockholder approval in accordance with the terms of Ohio law. The proposed Amendment is attached as Annex 1 to the Proxy Statement and is incorporated therein by reference.
  (3) The proposal described in the Proxy Statement to adopt the Amended and Restated Fifth Third Bancorp 1993 Stock Purchase Plan and the issuance of up to an additional 12,000,000 shares of Common Stock thereunder. The proposed plan is attached as Annex 2 to the Proxy Statement and is incorporated therein by reference.
  (4) Approval of the appointment of the firm of Deloitte & Touche LLP to serve as the independent registered public accounting firm for the Company for the year 2009.
  (5) An advisory vote to approve the compensation of the Company’s Named Executive Officers
  (6) To vote on one or more proposals submitted by shareholders if properly presented at the Annual Meeting.
  (7) Transaction of such other business that may properly come before the Annual Meeting or any adjournment thereof.

 

Shareholders of record at the close of business on February 27, 2009 will be entitled to vote at the Annual Meeting.

 

This excerpt taken from the FITB DEF 14A filed Mar 6, 2008.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

 

March 6, 2008

 

To the Shareholders of Fifth Third Bancorp:

 

You are cordially invited to attend the Annual Meeting of the Shareholders of Fifth Third Bancorp to be held at the Junior Ballroom, located on the third floor of the Duke Energy Center at 525 Elm Street, Cincinnati, Ohio on Tuesday, April 15, 2008 at 11:30 a.m. for the purposes of considering and acting upon the following:

 

  (1) Election of all members of the Board of Directors to serve until the Annual Meeting of Shareholders in 2009.

 

  (2) The proposal described in the proxy statement to amend Article Fourth of the Amended Articles of Incorporation to increase the authorized number of shares of Common Stock, without par value, from 1,300,000,000 shares to 2,000,000,000 shares. The proposed amendment is attached as Annex 1 to the proxy statement and is incorporated by reference therein.

 

  (3) The proposal described in the proxy statement to approve the Fifth Third Bancorp 2008 Incentive Compensation Plan, including the issuance of up to 33,000,000 shares of common stock thereunder. The proposed Fifth Third Bancorp 2008 Incentive Compensation Plan is attached as Annex 2 to the Proxy Statement and is incorporated therein by reference.

 

  (4) The proposal described in the proxy statement to amend Article II, Section 1 of the Code of Regulations, as amended, to amend the provisions for fixing the date of the annual meeting of stockholders. The proposed amendment is attached as Annex 3 to the proxy statement and is incorporated by reference therein.

 

  (5) Approval of the appointment of the firm of Deloitte & Touche LLP to serve as the independent registered public accounting firm for the Company for the year 2008.

 

  (6) To vote on a proposal submitted by a shareholder if properly presented at the Annual Meeting.

 

  (7) Transaction of such other business that may properly come before the Annual Meeting or any adjournment thereof.

 

Shareholders of record at the close of business on February 29, 2008 will be entitled to vote at the Annual Meeting.

 

This excerpt taken from the FITB DEF 14A filed Mar 9, 2007.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

 

March 9, 2007

 

To the Shareholders of Fifth Third Bancorp:

 

You are cordially invited to attend the Annual Meeting of the Shareholders of Fifth Third Bancorp to be held at the Junior Ballroom, located on the third floor of the Duke Energy Center at 525 Elm Street, Cincinnati, Ohio on Tuesday, April 17, 2007 at 11:30 a.m. for the purposes of considering and acting upon the following:

 

  (1) Election of all members of the Board of Directors to serve until the Annual Meeting of Shareholders in 2008.

 

  (2) The proposal described in the proxy statement to amend Article VII of the Code of Regulations, as amended, to provide for the issuance of uncertificated shares. The proposed amendment is attached as Annex 1 to the proxy statement and is incorporated by reference therein.

 

  (3) Approval of the appointment of the firm of Deloitte & Touche LLP to serve as the independent registered public accounting firm for the Company for the year 2007.

 

  (4) Transaction of such other business that may properly come before the Annual Meeting or any adjournment thereof.

 

Shareholders of record at the close of business on February 28, 2007 will be entitled to vote at the Annual Meeting.

 

All shareholders who find it convenient to do so are invited to attend the Annual Meeting in person. In any event, please sign and return the enclosed proxy card with this notice at your earliest convenience. If you hold shares of Fifth Third Bancorp common stock directly in your name, you may also vote over the internet or by telephone. If internet or telephone voting is available to you, voting instructions are printed on the proxy card sent to you.

 

If you plan to attend the Annual Meeting:

 

Please note that space limitations make it necessary to limit attendance only to shareholders of the Company and the holders of shareholder proxies. Admission to the Annual Meeting will be on a first-come, first-served basis and will require presentation of a valid driver’s license or other federal or state issued photo identification card. Shareholders of record should bring the admission ticket attached to their proxy card in order to be admitted to the meeting. “Street name” shareholders will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date in order to be admitted to the meeting. Registration and seating will begin at approximately 11:00 a.m. Communication and recording devices will not be permitted at the Annual Meeting. A copy of the regulations for conduct at the Annual Meeting is attached as Annex 2 to the proxy statement.

 

By Order of the Board of Directors

Paul L. Reynolds

Secretary


This excerpt taken from the FITB DEF 14A filed Feb 28, 2006.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

 

February 28, 2006

 

To the Shareholders of Fifth Third Bancorp:

 

You are cordially invited to attend the Annual Meeting of the Shareholders of Fifth Third Bancorp to be held at The Aronoff Center for the Arts, Jarson-Kaplan Theater, 650 Walnut Street, Cincinnati, Ohio on Tuesday, March 28, 2006 at 11:30 a.m. for the purposes of considering and acting upon the following:

 

  (1) Election of four (4) Class II Directors to serve until the Annual Meeting of Shareholders in 2009, unless the proposal in paragraph (3) below is adopted in which case such Directors shall serve until the Annual Meeting of Shareholders in 2007.

 

  (2) The proposal described in the Proxy Statement to remove Article III, Section 18 from the Code of Regulations, as amended, to eliminate the super-majority voting provisions contained in such Section. The proposed Amendment is attached as Annex 1 to the Proxy Statement and is incorporated therein by reference.

 

  (3) The proposal described in the Proxy Statement to amend Article III, Section 1 of the Code of Regulations, as amended, to provide for the annual election of all Directors. The proposed Amendment is attached as Annex 2 to the Proxy Statement and is incorporated therein by reference.

 

  (4) The proposal described in the Proxy Statement to adopt the Amended and Restated Fifth Third Bancorp 1993 Stock Purchase Plan and the issuance of up to an additional 1,500,000 shares of common stock thereunder. The proposed plan is attached as Annex 3 to the Proxy Statement and is incorporated therein by reference.

 

  (5) Approval of the appointment of the firm of Deloitte & Touche LLP to serve as the independent registered public accounting firm for the Company for the year 2006.

 

  (6) Transaction of such other business that may properly come before the Annual Meeting or any adjournment thereof.

 

Shareholders of record at the close of business on January 31, 2006 will be entitled to vote at the Annual Meeting.

 

All shareholders who find it convenient to do so are invited to attend the Annual Meeting in person. In any event, please sign and return the enclosed proxy card with this notice at your earliest convenience. If you hold shares of Fifth Third Bancorp common stock directly in your name, you may also vote over the internet or by telephone. If internet or telephone voting is available to you, voting instructions are printed on the proxy card sent to you.

 

If you plan to attend the Annual Meeting:

 

Please note that space limitations make it necessary to limit attendance only to shareholders of the Company and the holders of shareholder proxies. Admission to the Annual Meeting will be on a first-come, first-served basis and will require presentation of a valid driver’s license or other federal or state issued photo identification card. Shareholders of record should bring the admission ticket attached to their proxy card in order to be admitted to the meeting. “Street name” shareholders will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date in order to be admitted to the meeting. Registration and seating will begin at approximately 11:00 a.m. Communication and recording devices will not be permitted at the Annual Meeting. A copy of the Regulations for Conduct at the Annual Meeting is attached as Annex 4 to the Proxy Statement.

 

By Order of the Board of Directors

 

 

Paul L. Reynolds

Secretary


This excerpt taken from the FITB DEF 14A filed Feb 23, 2005.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

 

February 23, 2005

 

To the Shareholders of Fifth Third Bancorp:

 

You are cordially invited to attend the Annual Meeting of the Shareholders of Fifth Third Bancorp to be held at The Aronoff Center for the Arts, Jarson-Kaplan Theater, 650 Walnut Street, Cincinnati, Ohio on Tuesday, March 22, 2005 at 11:30 a.m. for the purposes of considering and acting upon the following:

 

  (1)   Election of five (5) Class I Directors to serve until the Annual Meeting of Shareholders in 2008.

 

  (2)   The proposal described in the Proxy Statement to amend Article III Section 2 of the Code of Regulations, as amended, to reduce the default number of directors and to reduce the minimum number of directors that the Board may set without shareholder approval. The proposed Amendment is attached as Annex 2 to the Proxy Statement and is incorporated therein by reference.

 

  (3)   Approval of the appointment of the firm of Deloitte & Touche LLP to serve as the independent registered public accounting firm for the Company for the year 2005.

 

  (4)   Transaction of such other business that may properly come before the Annual Meeting or any adjournment thereof.

 

Shareholders of record at the close of business on January 31, 2005 will be entitled to vote at the Annual Meeting.

 

All shareholders who find it convenient to do so are invited to attend the Annual Meeting in person. In any event, please sign and return the enclosed proxy card with this notice at your earliest convenience. If you hold shares of Fifth Third Bancorp common stock directly in your name, you may also vote over the internet or by telephone. If internet or telephone voting is available to you, voting instructions are printed on the proxy card sent to you.

 

 

If you plan to attend the Annual Meeting:

 

Please note that space limitations make it necessary to limit attendance only to shareholders of the Company and the holders of shareholder proxies. Admission to the Annual Meeting will be on a first-come, first-served basis and will require presentation of a valid driver’s license or other federal or state issued photo identification card. Shareholders of record should bring the admission ticket attached to their proxy card in order to be admitted to the meeting. “Street name” shareholders will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date in order to be admitted to the meeting. Registration and seating will begin at approximately 11:00 a.m. Cameras and recording devices will not be permitted at the meeting.

 

 

 

By Order of the Board of Directors

 

LOGO

Paul L. Reynolds

Secretary


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