8-KShareholder Matters

FIRST CITIZENS BANCSHARES INC /DE/ 8-K Report, Shareholder Vote Results (Apr 29, 2013)

Filed April 29, 2013For Securities:FCNCAFCNCPFCNCBFCNCOFCNCN

Summary

This 8-K filing from First Citizens BancShares, Inc. (FCNCA) reports the voting results from its 2013 Annual Meeting of Shareholders held on April 23, 2013. The primary purpose of the report is to provide transparency on key corporate governance matters, including the election of directors, executive compensation, auditor ratification, and a shareholder proposal concerning voting rights. Investors can observe strong shareholder support for the board of directors, with all nominated individuals receiving a significant majority of "For" votes. Similarly, the "say-on-pay" advisory resolution to approve executive compensation and the ratification of Dixon Hughes Goodman LLP as the independent public accountants for 2013 also garnered substantial approval from shareholders. The filing also details the outcome of a shareholder proposal related to voting rights, which did not pass, indicating a preference for the current structure among the voting shareholders.

Key Highlights

  • 1All 13 nominated directors were elected to one-year terms with a high percentage of "For" votes.
  • 2The non-binding advisory "say-on-pay" resolution to approve executive compensation received overwhelming support from shareholders.
  • 3The appointment of Dixon Hughes Goodman LLP as the independent public accountants for 2013 was ratified with a very strong "For" vote.
  • 4A shareholder proposal concerning the voting rights of a class of BancShares' stock was voted down, with a majority voting "Against" the proposal.
  • 5The results indicate strong shareholder confidence in the current board and executive compensation structure.
  • 6Broker non-votes were a factor in the director elections and the "say-on-pay" resolution, highlighting the importance of shareholder participation.
  • 7The ratification of the independent auditor received near-unanimous support.

Frequently Asked Questions

The key items voted on were the election of 13 directors, a non-binding advisory "say-on-pay" resolution for executive compensation, the ratification of Dixon Hughes Goodman LLP as independent public accountants for 2013, and a shareholder proposal regarding voting rights of a class of stock.

Shareholders overwhelmingly supported the election of all 13 nominated directors, with each nominee receiving a substantial majority of "For" votes, indicating strong confidence in the current board.

Yes, the non-binding, advisory "say-on-pay" resolution to approve compensation paid to executive officers received significant approval, with nearly 92% of the votes cast (excluding broker non-votes and abstentions) voting in favor.

The shareholder proposal regarding the voting rights of a class of BancShares' stock did not pass. The majority of votes cast were "Against" the proposal, indicating that shareholders preferred to maintain the existing voting rights structure.