Fifth Third Bancorp
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 03/24/2020   Download
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Effective March 23, 2020, the Board of Directors (the “Board”) of Fifth Third Bancorp (the “Company”) amended and restated its Regulations (as so amended, the “Regulations”). Section 1 of Article II of the Regulations was revised to reduce the number of days required to communicate written notice of the annual meeting of the shareholders to shareholders from twenty (20) days to seven (7) days prior to such meeting. In addition, Section 3 and Section 4 of Article II were revised and a new Section 15 of Article II was added to the Regulations to provide that the Board may determine that a meeting of the Company’s shareholders be held in a manner that allows shareholders and proxyholders to participate, communicate and vote solely by means of communications equipment.

Section 17 of Article III of the Regulations was also revised to allow indemnification of employees to the fullest extent permitted by Ohio law. Lastly, a new Section 18 of Article III was added to the Regulations in order to expressly allow, with certain exceptions, the advancement of expenses (including attorney’s fees) to anyone defending an action pursuant to the indemnification provisions of the Regulations.

In addition, a number of non-substantive, ministerial, clarifying and conforming changes have been made throughout the Regulations.