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): April 26, 2022
_________________________________________________________________
First Citizens BancShares, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 001-16715 | 56-1528994 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | | | | | | | | | |
| 4300 Six Forks Road | Raleigh | North Carolina | 27609 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (919) 716-7000
________________________________________________________________________________
(Former name or former 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: |
| ☐ | 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)) |
Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| | | | | | | | |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Class A Common Stock, Par Value $1 | FCNCA | Nasdaq Global Select Market |
| Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series A | FCNCP | Nasdaq Global Select Market |
| 5.625% Non-Cumulative Perpetual Preferred Stock, Series C | FCNCO | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of shareholders of First Citizens BancShares, Inc. ("BancShares") was held on April 26, 2022. At the meeting, BancShares' shareholders voted on:
•the election of 14 directors for terms of one year each;
•a non-binding advisory “say-on-pay” proposal to approve compensation paid or provided to BancShares’ named executive officers as disclosed in the proxy statement for the Annual Meeting; and
•a proposal to ratify the appointment of KPMG LLP as BancShares’ independent public accountants for 2022.
The following tables reflect the final results of the voting at the Annual Meeting.
ELECTION OF DIRECTORS
| | | | | | | | | | | |
| Name of Nominee | Votes Cast "For" | Votes "Withheld" | Broker Non-votes |
| Ellen R. Alemany | 24,940,784 | 686,271 | 3,447,003 |
| John M. Alexander, Jr | 24,415,771 | 1,211,284 | 3,447,003 |
| Victor E. Bell III | 24,518,413 | 1,108,642 | 3,447,003 |
| Peter M. Bristow | 24,968,710 | 658,345 | 3,447,003 |
| Hope H. Bryant | 24,965,557 | 661,498 | 3,447,003 |
| Michael A. Carpenter | 25,484,957 | 142,098 | 3,447,003 |
| H. Lee Durham, Jr | 24,526,826 | 1,100,229 | 3,447,003 |
| Daniel L. Heavner | 25,357,335 | 269,720 | 3,447,003 |
| Frank B. Holding, Jr | 25,146,594 | 480,461 | 3,447,003 |
| Robert R. Hoppe | 25,444,759 | 182,296 | 3,447,003 |
| Floyd L. Keels | 25,401,102 | 225,953 | 3,447,003 |
| Robert E. Mason IV | 24,947,927 | 679,128 | 3,447,003 |
| Robert T. Newcomb | 23,341,126 | 2,285,929 | 3,447,003 |
| Vice Admiral John R. Ryan, USN (Ret.) | 25,204,526 | 422,529 | 3,447,003 |
“SAY-ON-PAY” PROPOSAL
| | | | | | | | | | | | | | |
| Description of Matter Voted On | Votes Cast "For" | Votes Cast "Against" | Abstained | Broker Non-votes |
| Proposal to approve a non-binding, advisory resolution to approve compensation paid or provided to named executive officers as disclosed in the 2022 Annual Meeting proxy statement | 25,167,555 | 135,931 | 323,569 | 3,447,003 |
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
| | | | | | | | | | | | | | |
| Description of Matter Voted On | Votes Cast "For" | Votes Cast "Against" | Abstained | Broker Non-votes |
| Proposal to ratify the appointment of independent accountants for 2022 | 28,905,818 | 13,722 | 154,518 | -0- |
Item 9.01. Financial Statements and Exhibits
(c) Exhibits. The following exhibits accompany this Report.
| | | | | | | | |
| Exhibit No. | | Description |
| |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | | | | | | | | | | | | | | |
| | | First Citizens BancShares, Inc. | |
| | | (Registrant) | |
| | | | |
| | | | |
| Date: | April 29, 2022 | | By: /s/ Craig L. Nix | |
| | | Name: Craig L. Nix | |
| | | Title: Chief Financial Officer | |
