8-KShareholder Matters

FIRST CITIZENS BANCSHARES INC /DE/ 8-K Report, Shareholder Vote Results (Apr 28, 2011)

Filed April 28, 2011For Securities:FCNCAFCNCPFCNCBFCNCOFCNCN

Summary

This Form 8-K filing by First Citizens BancShares, Inc. (FCNCA) reports on the outcomes of its 2011 annual shareholder meeting held on April 25, 2011. The key information for investors revolves around the shareholder votes on the election of directors, executive compensation (say-on-pay), the frequency of say-on-pay votes, and the ratification of the company's independent auditors. The meeting appears to have proceeded smoothly with strong shareholder support for the board and executive compensation practices. Notably, all 14 director nominees received a substantial majority of votes cast in their favor, indicating shareholder confidence in the current board leadership. Furthermore, the advisory 'say-on-pay' resolution, which allows shareholders to express their views on executive compensation, also passed with overwhelming approval. The 'say-on-frequency' vote showed a clear preference from shareholders for the advisory compensation vote to occur every three years, a decision that will shape future compensation disclosures and shareholder engagement on this matter. The appointment of Dixon Hughes Goodman LLP as the independent public accountants for 2011 was also ratified by a significant majority.

Key Highlights

  • 1All 14 director nominees for First Citizens BancShares, Inc. were elected for one-year terms with substantial shareholder support.
  • 2The non-binding, advisory 'say-on-pay' resolution to approve executive officer compensation received strong approval from shareholders.
  • 3Shareholders voted in favor of submitting the 'say-on-pay' resolution every three years, indicating a preference for less frequent advisory votes on compensation.
  • 4The appointment of Dixon Hughes Goodman LLP as the independent public accountants for 2011 was ratified with overwhelming support.
  • 5The filing details the voting results for each director, the say-on-pay and say-on-frequency proposals, and the ratification of auditors.
  • 6Broker non-votes were a factor in the director elections, though did not prevent any nominees from being elected.
  • 7The filing confirms the company's adherence to regulatory reporting requirements regarding shareholder meeting outcomes.

Frequently Asked Questions

The main topics voted on were the election of 14 directors, a non-binding advisory vote to approve executive compensation ('say-on-pay'), a non-binding advisory vote on the frequency of the 'say-on-pay' vote ('say-on-frequency'), and the ratification of Dixon Hughes Goodman LLP as the independent public accountants for 2011.

All 14 director nominees received a significant majority of votes cast 'for' their election, with votes 'withheld' and 'broker non-votes' representing a smaller portion of the total votes.

The non-binding, advisory 'say-on-pay' resolution to approve the compensation paid to executive officers was overwhelmingly approved by shareholders, with a large majority of votes cast 'for' the proposal.

Shareholders expressed a preference for the 'say-on-pay' resolution to be submitted for a vote every three years, as indicated by the highest number of votes cast for the 'Every 3 Years' option in the 'say-on-frequency' vote.

Yes, the appointment of Dixon Hughes Goodman LLP as the independent public accountants for 2011 was ratified by shareholders with a very strong majority of votes cast 'for' the proposal.