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, 2016
_________________________________________________________________
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
________________________________________________________________________________
| 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)) | |
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, 2016. At the meeting, BancShares' shareholders voted on:
| • | the election of 13 directors for terms of one year each; |
| • | a non-binding, advisory “say-on-pay” resolution to approve compensation paid or provided to BancShares’ named executive officers as disclosed in the proxy statement for the 2016 Annual Meeting; |
| • | a proposal to ratify the appointment of Dixon Hughes Goodman LLP as BancShares’ independent public accountants for 2016; and |
| • | a proposal submitted by a shareholder regarding the voting rights of a class of BancShares' stock. |
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 Nonvotes | ||||||
| John M. Alexander, Jr. | 21,811,630 | 845,042 | 2,316,480 | ||||||
| Victor E. Bell III | 21,075,708 | 1,580,964 | 2,316,480 | ||||||
| Peter M. Bristow | 22,417,761 | 238,911 | 2,316,480 | ||||||
| Hope H. Bryant | 22,416,571 | 240,101 | 2,316,480 | ||||||
| H. Lee Durham, Jr. | 21,555,692 | 1,100,980 | 2,316,480 | ||||||
| Daniel L. Heavner | 22,438,129 | 218,543 | 2,316,480 | ||||||
| Frank B. Holding, Jr. | 22,424,647 | 232,025 | 2,316,480 | ||||||
| Robert R. Hoppe | 21,795,563 | 861,109 | 2,316,480 | ||||||
| Lucius S. Jones | 22,505,498 | 151,174 | 2,316,480 | ||||||
| Floyd L. Keels | 22,527,809 | 128,863 | 2,316,480 | ||||||
| Robert E. Mason IV | 22,520,140 | 136,532 | 2,316,480 | ||||||
| Robert T. Newcomb | 22,428,770 | 227,902 | 2,316,480 | ||||||
| James M. Parker | 22,419,826 | 236,846 | 2,316,480 | ||||||
| "SAY-ON-PAY" RESOLUTION | ||||||||||||
| Description of Matter Voted On | Votes Cast "For" | Votes Cast "Against" | Abstained | Broker Nonvotes | ||||||||
| Proposal to approve a non-binding, advisory resolution to approve compensation paid or provided to named executive officers as disclosed in the 2016 Annual Meeting proxy statement | 22,403,972 | 122,169 | 130,531 | 2,316,480 | ||||||||
| APPOINTMENT OF INDEPENDENT ACCOUNTANTS | |||||||||||
| Description of Matter Voted On | Votes Cast "For" | Votes Cast "Against" | Abstained | Broker Nonvotes | |||||||
| Proposal to ratify the appointment of independent accountants for 2016 | 24,905,248 | 13,921 | 53,983 | -0- | |||||||
| SHAREHOLDER PROPOSAL ON VOTING RIGHTS OF A CLASS OF STOCK | ||||||||||||
| Description of Matter Voted On | Votes Cast "For" | Votes Cast "Against" | Abstained | Broker Nonvotes | ||||||||
| Shareholder proposal regarding the voting rights of a class of stock | 4,670,232 | 17,888,941 | 97,499 | 2,316,480 | ||||||||
SIGNATURES
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 28, 2016 | By: /s/ Craig L. Nix | ||
| Craig L. Nix | ||||
| Chief Financial Officer | ||||