8-KShareholder Matters

FIRST CITIZENS BANCSHARES INC /DE/ 8-K Report, Shareholder Vote Results (Apr 25, 2012)

Filed April 25, 2012For Securities:FCNCAFCNCPFCNCBFCNCOFCNCN

Summary

First Citizens BancShares, Inc. (FCNCA) filed an 8-K on April 25, 2012, detailing the results of its 2012 Annual Meeting of Shareholders held on April 23, 2012. The report indicates that shareholders voted on the election of 14 directors, a non-binding "say-on-pay" resolution for executive compensation, the ratification of Dixon Hughes Goodman LLP as independent accountants, and a shareholder proposal concerning cumulative voting. Key outcomes include the overwhelmingly positive election of all 14 director nominees, with substantial "For" votes and minimal "Withheld" votes across the board. The "say-on-pay" resolution also received strong support, indicating shareholder confidence in the company's executive compensation practices. Furthermore, the appointment of the independent auditors was overwhelmingly ratified. However, a shareholder proposal advocating for cumulative voting in director elections was not approved, with a significant majority voting against it.

Key Highlights

  • 1All 14 director nominees for First Citizens BancShares, Inc. were elected with a high percentage of "For" votes.
  • 2The "say-on-pay" advisory resolution to approve executive compensation received strong shareholder support, with over 30.5 million "For" votes.
  • 3Shareholders overwhelmingly ratified the appointment of Dixon Hughes Goodman LLP as the company's independent public accountants for 2012.
  • 4A shareholder proposal regarding cumulative voting in director elections was defeated, with a significant majority voting against it.
  • 5Broker non-votes were a notable factor in the director election and the say-on-pay vote, impacting the total votes considered.
  • 6The company held its Annual Meeting of Shareholders on April 23, 2012.

Frequently Asked Questions

The main topics voted on included the election of 14 directors, a non-binding advisory vote on executive compensation ("say-on-pay"), the ratification of the appointment of independent public accountants (Dixon Hughes Goodman LLP), and a shareholder proposal concerning cumulative voting in director elections.

Shareholders overwhelmingly supported the election of all 14 director nominees. Each nominee received a substantial majority of "For" votes, with a relatively small number of "Withheld" votes and a consistent number of broker non-votes across all nominees.

The non-binding, advisory "say-on-pay" resolution received strong approval from shareholders, with approximately 30.5 million votes cast in favor, indicating general satisfaction with the disclosed executive compensation practices.

No, the shareholder proposal regarding cumulative voting in the election of directors was not approved. The majority of votes cast were "Against" the proposal.