Fifth Third Bancorp

The Audit Committee and Board propose ratifying Deloitte & Touche LLP as Fifth Third’s independent external auditor for 2026. The proposal asks shareholders to affirm the Committee’s selection, noting Deloitte’s long tenure with Fifth Third and its bank subsidiary dating back decades. Management emphasizes the Audit Committee’s responsibility for auditor appointment, compensation, oversight, and periodic consideration of auditor rotation to preserve independence. The Board recommends a “FOR” vote, citing belief that Deloitte’s retention serves the Company’s and shareholders’ best interests. The resolution is non-binding in nature in many jurisdictions but gives shareholders a say; if not ratified, the Audit Committee will reevaluate its choice. The recommendation is framed around continuity, audit quality, and committee oversight of independence, and notes that the Audit Committee may change auditors during the year if warranted.

This management-sponsored proposal requests an advisory, non-binding shareholder vote to approve the compensation of Fifth Third’s Named Executive Officers as disclosed in the proxy materials, including the Compensation Discussion and Analysis and related tables. Management seeks shareholder endorsement of its executive pay program to reaffirm alignment with long-term shareholder interests and to validate the Human Capital and Compensation Committee’s design and decisions. The Board recommends a “FOR” vote, noting the Committee’s view that pay programs are appropriate, risk-balanced, and tied to performance. The proposal does not alter pay arrangements directly but acts as a gauge for shareholder sentiment; the Committee will consider the outcome when designing future compensation. Given the Company’s recent 95% shareholder approval on the 2025 say-on-pay vote, management frames this as a routine governance practice for accountability and engagement.