UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 20, 2005
FIFTH THIRD BANCORP
(Exact name of registrant
Ohio
(State or other jurisdiction of incorporation)
| 0-8076 | 31-0854434 | |
|
(Commission File Number) |
(IRS Employer Identification No.) |
|
| Fifth Third Center | ||
| 38 Fountain Square Plaza, Cincinnati, Ohio | 45263 | |
| (Address of principal executive offices) | (Zip Code) |
(513) 534-5300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
On May 20, 2005, the Compensation Committee of the Board of Directors of Fifth Third Bancorp (“Fifth Third”) amended the Fifth Third Stock Option Gain Deferral Plan as set forth in Annex 1 hereto. The amendment to the Plan eliminates the future ability of participants in the Plan to defer receipt of shares of Fifth Third common stock upon exercise of stock options that had not yet been exercised as of the date of the amendment. The receipt of shares of Fifth Third common stock that had been previously issued upon exercise of stock options and deferred under the terms of the Plan, will continue to be deferred until
Item 9.01 Financial Statements and Exhibits
| (c) | Exhibits |
|
Exhibit |
Description |
|
|
10.1 |
Amendment No. 1 to Fifth Third Bancorp Stock Option Gain Deferral Plan |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FIFTH THIRD BANCORP
(Registrant)
|
May 26, 2005 |
/s/ R. MARK GRAF |
|
| R. Mark Graf | ||
|
Senior Vice President and Chief Financial Officer |
||
Exhibit 10.1
AMENDMENT NO. 1
FIFTH THIRD BANCORP
STOCK OPTION GAIN DEFERRAL PLAN
(as adopted effective as of May 20, 2005 by the Compensation Committee
of the Board of Directors of Fifth Third Bancorp)
| 1. | All terms capitalized herein and not otherwise defined herein or capitalized in standard usage shall have the meanings ascribed to such terms in the Plan. |
| 2. | From and after the date hereof, no Participant may make any future election under Article II of the Plan to defer delivery and receipt of Net Shares that may result from exercises of Stock Options (each, a “Deferral Election”). |
| 3. | From and after the date hereof, all Deferral Elections relating to any Stock Option that has not yet been exercised (each, an “Existing Deferral Election”), shall terminate and be of no further force or effect such that if, after the date hereof, any Participant shall exercise a Stock Option that had been previously subject to an Existing Deferral Election, the Net Shares resulting from such exercise shall be delivered to the Participant and shall not be credited to the Participant’s Deferred Stock Unit Account or otherwise deferred under the Plan. |
| 4. | All Deferred Stock Unit Accounts established and maintained under Article III of the Plan prior to the date hereof shall remain in full force and effect and amounts credited to such Deferred Stock Unit Accounts prior to the date hereof shall be maintained and paid as set forth in the Plan. |
| 5. | The Plan shall remain in full force and effect except as otherwise modified hereby. |