8-K/AShareholder Matters

FIRST CITIZENS BANCSHARES INC /DE/ 8-K/A Report, Shareholder Vote Results (Aug 18, 2011)

Filed August 18, 2011For Securities:FCNCAFCNCPFCNCBFCNCOFCNCN

Summary

This Form 8-K/A filing from First Citizens BancShares, Inc. (FCNCA) serves as an amendment to a previous Current Report filed on April 28, 2011. The primary purpose of this amendment is to provide an update on the company's decision regarding the frequency of its "Say-on-Pay" advisory shareholder vote on executive compensation. While shareholders at the April 25, 2011 annual meeting indicated a preference for an annual "Say-on-Pay" vote, the Board of Directors, after analyzing the voting results, has decided to submit these proposals for shareholder approval on an annual basis. This decision will remain in effect until the next required shareholder vote on frequency in 2017, or until the Board determines a different frequency is more appropriate.

Key Highlights

  • 1Amendment to a previous 8-K filing dated April 28, 2011.
  • 2Clarifies the company's decision on the frequency of "Say-on-Pay" shareholder votes.
  • 3Shareholders at the April 25, 2011 annual meeting voted on executive compensation approval (Say-on-Pay).
  • 4A non-binding "Say-on-Frequency" proposal also took place at the shareholder meeting.
  • 5A majority of votes favored submitting "Say-on-Pay" proposals every three years.
  • 6Despite the majority preference for triennial votes, the Board will hold annual "Say-on-Pay" votes.
  • 7The Board's decision to hold annual votes is based on analysis indicating significant shareholder preference for yearly votes.

Frequently Asked Questions

The main purpose of this filing is to amend a prior 8-K report and disclose First Citizens BancShares' decision regarding the frequency of advisory shareholder votes on executive compensation (Say-on-Pay).

At the April 25, 2011 annual meeting, a majority of the votes cast by shareholders favored submitting the Say-on-Pay proposal every three years. However, a significant number of shareholders appeared to prefer an annual vote.

Based on an analysis of the voting results and the recommendation of its Compensation Committee, the Board of Directors has decided to submit Say-on-Pay proposals for shareholder vote on an annual basis until the next required vote on frequency in 2017, or until the Board determines otherwise.

The Board decided to hold annual votes because, despite the majority preference for triennial votes, the analysis of the voting results indicated that a significant number of shareholders actually preferred annual votes. The Board's decision aims to address this apparent shareholder preference.