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 25, 2023
_________________________________________________________________
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change to Fiscal Year.
As further described in Item 5.07 of this Current Report on Form 8-K (this "Report"), at the annual meeting of stockholders of First Citizens BancShares, Inc. (the "Company" or the "Registrant") on April 25, 2023 (the "2023 Annual Meeting"), the Company's stockholders approved three separate amendments to the Company's Restated Certificate of Incorporation (the "Certificate"), including:
•an amendment to Article IV of the Certificate to increase the number of authorized shares of the Company's Class A Common Stock from 16,000,000 shares to 32,000,000 shares;
•an amendment to Article IV of the Certificate to increase the number of authorized shares of the Company's Preferred Stock from 10,000,000 shares to 20,000,000 shares; and
•an amendment to Article VI of the Certificate to reflect new Delaware law provisions providing for exculpation of the Company's officers for claims brought by stockholders, including class actions, for breach of their duty of care.
Each of the amendments is described in the Company's definitive proxy statement filed with the Securities and Exchange Commission and distributed to stockholders in connection with the 2023 Annual Meeting. The amendments have been combined into one consolidated Amended and Restated Certificate of Incorporation (as amended, the "Amended and Restated Certificate"). The Amended and Restated Certificate became effective upon filing with the Secretary of State of the State of Delaware on April 27, 2023. A copy of the Amended and Restated Certificate is filed as Exhibit 3.01 to this Report and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2023 Annual Meeting was held on April 25, 2023. At the meeting, the Company's stockholders 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 the Company's named executive officers as disclosed in the proxy statement for the 2023 Annual Meeting;
•a non-binding, advisory "say-on-frequency" vote on whether the Company should submit a "say-on-pay" resolution for a vote of stockholders every year, every two years, or every three years;
•a proposal to approve and adopt an amendment to the Certificate to increase the number of authorized shares of the Company's Class A Common Stock from 16,000,000 shares to 32,000,000 shares;
•a proposal to approve and adopt an amendment to the Certificate to increase the number of authorized shares of the Company's Preferred Stock from 10,000,000 shares to 20,000,000 shares;
•a proposal to approve and adopt an amendment to the Certificate to reflect new Delaware law provisions providing for officer exculpation; and
•a proposal to ratify the appointment of KPMG LLP as the Company's independent public accountants for 2023.
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 | 23,438,454 | 468,012 | 3,702,829 |
| John M. Alexander, Jr. | 23,332,761 | 573,705 | 3,702,829 |
| Victor E. Bell III | 20,841,792 | 3,064,674 | 3,702.829 |
| Peter M. Bristow | 23,460,872 | 445,594 | 3,702,829 |
| Hope H. Bryant | 23,457,183 | 449,283 | 3,702,829 |
| Michael A. Carpenter | 23,569,438 | 337,028 | 3,702,829 |
| H. Lee Durham, Jr | 20,838,915 | 3,067,551 | 3,702,829 |
| Dr. Eugene Flood, Jr. | 23,882,266 | 24,200 | 3,702,829 |
| Frank B. Holding, Jr | 23,555,503 | 350,963 | 3,702,829 |
| Robert R. Hoppe | 23,838,226 | 68,240 | 3,702,829 |
| Floyd L. Keels | 23,779,242 | 127,224 | 3.702,829 |
| Robert E. Mason IV | 21,242,178 | 2,664,288 | 3,702,829 |
| Robert T. Newcomb | 20,057,700 | 3,848,766 | 3,702,829 |
“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 2023 Annual Meeting proxy statement | 22,886,080 | 899,514 | 120,872 | 3,702,829 |
“SAY-ON-FREQUENCY” PROPOSAL
| | | | | | | | | | | | | | | | | |
| Description of Matter Voted On | Votes Cast For "Every Year" | Votes Cast For "Every Two Years" | Votes Cast For "Every Three Years" | Abstained | Broker Non-votes |
| Non-binding, advisory "say-on-frequency" vote on whether the Company should submit a "say-on-pay" resolution for a vote of stockholders every year, every two years, or every three years | 23,601,679 | 11,846 | 265,813 | 27,128 | 3,702,829 |
PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION
TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON STOCK
| | | | | | | | | | | | | | |
Description of
Matter Voted On | Votes Cast
"For" | Votes Cast
"Against" |
Abstained | Broker
Non-votes |
| Proposal to approve and adopt an amendment to the Certificate to increase the number of authorized shares of Class A Common Stock: | | | | |
Class A Common Stock voting
as a separate class |
12,297,976 |
253,590 |
21,857 |
-0- |
| Class A Common Stock and Class B Common Stock voting together | 27,238,536 | 287,974 | 82,785 | -0- |
PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION
TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK
| | | | | | | | | | | | | | |
Description of
Matter Voted On | Votes Cast
"For" | Votes Cast
"Against" | Abstained | Broker
Non-votes |
| Proposal to approve and adopt an amendment to the Certificate to increase the number of authorized shares of Preferred Stock | 18,351,164 | 5,492,643 | 62,659 | 3,702,829 |
PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION
TO
REFLECT NEW DELAWARE LAW OFFICER EXCULPATION PROVISIONS
| | | | | | | | | | | | | | |
Description of Matter Voted On | Votes Cast "For" | Votes Cast "Against" | Abstained | Broker Non-votes |
| Proposal to approve and adopt an amendment to the Certificate to reflect new Delaware law provisions providing for officer exculpation | 22,912,156 | 944,949 | 49,361 | 3,702,829 |
PROPOSAL TO RATIFY THE 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 2023 | 27,531,352 | 43,580 | 34,363 | -0- |
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit accompanies this Report:
| | | | | |
| Exhibit No. | Exhibit Description |
| 3.01 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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, 2023 By: /s/ Craig L. Nix
Craig L. Nix
Chief Financial Officer
