Fifth Third Bank 2008 Annual Report Download - page 109

ANNUAL REPORT ON FORM 10-K
Fifth Third Bancorp 107
At December 31, 2008, the Bancorp, through its banking
and non-banking subsidiaries, operated 1,307 banking centers,
of which 895 were owned, 278 were leased and 134 for which
the buildings are owned but the land is leased. The banking
centers are located in the states of Ohio, Kentucky, Indiana,
Michigan, Illinois, Florida, Tennessee, North Carolina, West
Virginia, Pennsylvania, Missouri, and Georgia. The Bancorp’s
significant owned properties are owned free from mortgages
and major encumbrances.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE BY
SECURITY HOLDERS
On December 29, 2008, the Bancorp held a Special Meeting of
Shareholders for which the Board of Directors solicited proxies.
At the Special Meeting of Shareholders, the shareholders voted
on the following proposals stated in the Proxy Statement dated
December 8, 2008, which is incorporated by reference herein.
The proposals voted on and approved or rejected by the
shareholders at the Special Meeting of Shareholders were as
follows:
1. Approval of the proposal to amend the Articles of
Incorporation to revise the express terms of the
authorized unissued shares of preferred stock to allow
for limited voting rights for a new series of preferred
stock and proposed amendments to the Code of
Regulations to revise the express terms related to the
removal of directors and the filling of director vacancies
by a vote from common shareholders of 412,727,093
for, 7,558,843 against, and 2,008,371 abstain and from
Series G preferred shareholders of 32,593 for, 2 against,
and 1,324 abstain.
2. Approval of the proposal to amend the Articles of
Incorporation to revise the express terms of the issued
and outstanding shares of Series G preferred stock to
provide those shares with similar voting rights as
proposed under Proposal 1 by a vote from common
shareholders of 410,076,326 for, 10,144,168 against,
and 2,073,813 abstain and from Series G preferred
shareholders of 32,593 for, 2 against, and 1,324 abstain.
3. Rejection of the proposal to provide Fifth Third
Bancorp with the ability to assign voting rights and
other terms to unissued or treasury shares of preferred
stock by a vote from common shareholders of
349,954,861 for, 70,246,781 against, and 2,092,663
abstain and from Series G preferred shareholders of
31,846 for, 749 against, and 1,324 abstain.
4. Approval of the proposal to approve a mechanism to
adjourn the Special Meeting of Shareholders to solicit
additional shares for the passage of the foregoing
propositions if necessary by a vote from common
shareholders of 383,040,122 for, 35,458,722 against,
and 3,794,712 abstain and from Series G preferred
shareholders of 31,920 for, 236 against, and 1,762
abstain.
EXECUTIVE OFFICERS OF THE BANCORP
Officers are appointed annually by the Board of Directors at the
meeting of Directors immediately following the Annual
Meeting of Shareholders. The names, ages and positions of the
Executive Officers of the Bancorp as of February 27, 2009 are
listed below along with their business experience during the
past 5 years:
Kevin T. Kabat, 52. Chairman, President and Chief Executive
Officer of the Bancorp since June 2008, June 2006 and April
2007, respectively. Previously, Mr. Kabat was Executive Vice
President of the Bancorp since December 2003. Prior to that he
was President and CEO of Fifth Third Bank (Michigan) since
April 2001.
Greg D. Carmichael, 47. Executive Vice President and Chief
Operating Officer of the Bancorp since June 2006. Prior to that
he was the Executive Vice President and Chief Information
Officer of the Bancorp since June 2003. Previously, Mr.
Carmichael was the Chief Information Officer of Emerson
Electric Company.
Charles D. Drucker, 45. Executive Vice President of the
Bancorp since June 2005 and President of Fifth Third
Processing Solutions since July 2004. Previously, Mr. Drucker
was Executive Vice President and Chief Operating Officer of
STAR ® Debit Services, a division of First Data Corporation.
Ross J. Kari, 50. Executive Vice President and Chief Financial
Officer of the Bancorp since November 2008. Previously, Mr.
Kari was CFO of Safeco Corp. since June 2006. Prior to that,
Mr. Kari was the Chief Operating Officer and Executive Vice
President of Federal Home Loan Bank of San Francisco since
March 2002.
Bruce K. Lee, 48. Executive Vice President of the Bancorp
since June 2005. Previously, Mr. Lee was President and CEO
of Fifth Third Bank (Northwestern Ohio) since July 2002 and
Executive Vice President, Commercial Banking Division, Fifth
Third Bank (Northwestern Ohio) since March 2001.
Nancy R. Phillips, 41. Executive Vice President and Chief
Human Resources Officer of the Bancorp since April 2008.
Previously, Ms. Phillips was senior Human Resources Director
for VetcoGray, General Electric Oil and Gas, since 2007. Prior
to that Ms. Phillips served as senior Human Resources Director
for GE Security, Homeland Protection since 2004.
Daniel T. Poston, 50. Executive Vice President of the Bancorp
since June 2003, and Controller of the Bancorp and Fifth Third
Bank since July 2007. Previously, Mr. Poston was the Chief
Financial Officer of the Bancorp from May 2008 to November
2008. Formerly, Mr. Poston was the Auditor of the Bancorp
since October 2001 and was Senior Vice President of the
Bancorp and Fifth Third Bank since January 2002.
Paul L. Reynolds, 47. Executive Vice President, Secretary and
General Counsel of the Bancorp since September 1999, January
2002 and January 2002, respectively.
Mahesh Sankaran, 46. Senior Vice President and Treasurer of
the Bancorp since June 2006. Previously, Mr. Sankaran was
Treasurer for Huntington Bancshares Incorporated since
February 2005. Prior to that Mr. Sankaran was Treasurer for
Compass Bankshares, Inc.
Robert A. Sullivan, 54. Senior Executive Vice President of the
Bancorp since December 2002. Previously, Mr. Sullivan was
President and CEO of Fifth Third Bank (Northwestern Ohio)
since March 9, 2001.
Mary E. Tuuk, 44. Executive Vice President and Chief Risk
Officer of the Bancorp since June 2007. Previously, Ms. Tuuk
was Senior Vice President of Fifth Third Bancorp since 2003
and Senior Vice President of Fifth Third Bank (Western
Michigan) since April 2001.
Terry E. Zink, 57. Executive Vice President of the Bancorp
since March 2007 and President and CEO of Fifth Third Bank
(Chicago) since January 2005. Previously Mr. Zink was the
Executive Vice President/Region President of Wells Fargo
Bank, Nebraska.