Item 5.07. Submission of Matters to a Vote of Security Holders.

On April 18, 2023, Fifth Third Bancorp (the "Company") held its Annual Meeting of Shareholders.

The results of shareholder voting on the proposals presented were as follows:

1. Election of all members of the Board of Directors to serve until the Annual Meeting of Shareholders in 2024:



                               Number of Votes of Series A, Class B Preferred Stock (the
                            "Preferred Shareholders") and Common Shares Voting Together as a
                                                         Class


                              Votes For     Votes Against     Abstain   Broker Non-Vote
Nicholas K. Akins           525,269,746        16,761,309     617,448        68,656,787
B. Evan Bayh III            522,613,366        19,414,711     620,426        68,656,787
Jorge L. Benitez            528,910,668        13,120,883     616,952        68,656,787
Katherine B. Blackburn      528,742,919        13,305,081     600,503        68,656,787
Emerson L. Brumback         527,170,144        14,844,818     633,541        68,656,787
Linda W. Clement-Holmes     539,456,257         2,561,509     630,737        68,656,787
C. Bryan Daniels            539,482,092         2,533,386     633,025        68,656,787
Mitchell S. Feiger          532,014,700         9,996,404     637,399        68,656,787
Thomas H. Harvey            513,551,904        28,490,761     605,838        68,656,787
Gary R. Heminger            526,636,879        15,386,416     625,208        68,656,787
Eileen A. Mallesch          536,599,017         5,461,073     588,413        68,656,787
Michael B. McCallister      518,845,804        23,175,489     627,210        68,656,787
Timothy N. Spence           534,388,051         7,645,069     615,383        68,656,787
Marsha C. Williams          512,251,159        29,762,360     634,984        68,656,787

2. The ratification and appointment of the firm of Deloitte & Touche LLP to serve as the independent external audit firm for Fifth Third Bancorp for the year 2023 was approved by a vote of the common shareholders and the Preferred Shareholders of 591,434,596 votes for, 19,291,997 votes against, and 578,697 abstain, with no broker non-votes.

3. Executive compensation was approved by an advisory vote of the common shareholders and the Preferred Shareholders of 513,028,498 votes for, 27,805,219 votes against, and 1,814,786 abstain, with 68,656,787 broker non-votes.

Item 8.01 Other Events

On April 18, 2023, the Boards of Directors of the Company and Fifth Third Bank, National Association (the "Bank") appointed Nicholas K. Akins as the independent, non-executive Board Chair of the Company and the Bank, respectively. Mr. Akins has been a director of the Company since 2013 and previously served as the Company's Lead Independent Director. Mr. Akins replaces Greg D. Carmichael as Board Chair. Upon the appointment of Mr. Akins as the independent Board Chair, there will be no Lead Director of the Company unless and until the Company's organizational documents require that the position of Lead Director be filled, or the Board otherwise determines to appoint a Lead Director.

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