FITBO Fifth Third Bancorp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

(AMENDMENT NO.    )

Filed by the Registrant    ☒

Filed by a Party other than the Registrant    ☐

Check the appropriate box:

FIFTH THIRD BANCORP

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check all boxes that apply):

You invested in FIFTH THIRD BANCORP and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on April 18, 2023.

Get informed before you vote

View the Notice of Meeting, Proxy Statement, and Proxy Card online OR you can request and receive a free paper or email copy of the material(s) if requested prior to April 4, 2023. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

      *Please check the meeting materials for any special requirements for meeting attendance and voting virtually at the meeting.

V1.1

  Vote at www.ProxyVote.com

  THIS IS NOT A VOTABLE BALLOT

Voting Items				Board Recommends
1.		Election of all members of the Board of Directors to serve until the Annual Meeting of Shareholders in 2024:
		Nominees:
1a.		Nicholas K. Akins		For
1b.		B. Evan Bayh, III		For
1c.		Jorge L. Benitez		For
1d.		Katherine B. Blackburn		For
1e.		Emerson L. Brumback		For
1f.		Linda W. Clement-Holmes		For
1g.		C. Bryan Daniels		For
1h.		Mitchell S. Feiger		For
1i.		Thomas H. Harvey		For
1j.		Gary R. Heminger		For
1k.		Eileen A. Mallesch		For
1l.		Michael B. McCallister		For
1m. Timothy N. Spence				For
1n.		Marsha C. Williams		For
2.		Ratification of the appointment of Deloitte & Touche LLP to serve as the independent external audit firm for the Company for the year 2023.		For
3.		An advisory vote on approval of the Company’s compensation of its named executive officers.		For
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

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