Fifth Third Bancorp
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 08/26/2019   Download
SEC Document
SEC Filing

On June 18, 2019, the Board of Directors of Fifth Third amended Fifth Third’s Code of Regulations (as so amended, the “Amended Regulations”), contingent upon and effective immediately after the filing of a certificate of merger (the “Certificate of Merger”) with the Secretary of State of Ohio to effect the merger of MB Financial, Inc., a subsidiary of Fifth Third, with and into Fifth Third (the “Merger”). The Certificate of Merger was filed with the Secretary of State of Ohio on, and the Amended Regulations become effective on, August 26, 2019. The Amended Regulations incorporated changes that give the holders of at least 25% of the shares of Fifth Third outstanding and entitled to vote at a meeting the right to call a special meeting of the shareholders of Fifth Third entitled to vote. They also clarified that shareholders quorum requirements are based on voting power and not the number of shares held, that the voting rights of shares are based on the express terms of the shares and not merely the number of shares held, that shareholder approval of matters is generally based on voting power rather than number of shares and that the number of Members on the Board of Directors may be changed by the holders of shares entitled to exercise a majority of the voting power of Fifth Third that is represented at a meeting and entitled to vote.