8-KLeadership ChangesShareholder MattersOther Events+1

FIRST CITIZENS BANCSHARES INC /DE/ 8-K Report, Executive Changes (May 2, 2014)

Filed May 2, 2014For Securities:FCNCAFCNCPFCNCBFCNCOFCNCN

Summary

This 8-K filing from First Citizens BancShares Inc. /DE/ (FCNCA) on May 2, 2014, primarily reports on the outcomes of their Annual Shareholder Meeting held on April 29, 2014. Key among these is the shareholder approval of a Long-Term Incentive Plan (LTIP) designed to align employee interests with shareholder value through cash bonuses based on objective performance goals. The plan is intended to motivate salaried employees, including executive officers, by linking compensation to corporate performance metrics. Additionally, the filing details the retirement of Frank B. Holding from his director and executive vice chairman roles, effective at the meeting, though he will remain an employee until September 2, 2014. Shareholders also approved an amendment to the Restated Certificate of Incorporation to authorize a new class of undesignated preferred stock and remove an outdated provision. The report also confirms the election of 12 directors and other routine matters such as the ratification of independent accountants and a "say-on-pay" advisory vote.

Key Highlights

  • 1Shareholders approved the new Long-Term Incentive Plan (LTIP) aimed at aligning executive and employee compensation with corporate performance and shareholder interests.
  • 2The LTIP allows for cash bonuses to eligible salaried employees, including executive officers, based on pre-established, objective performance goals.
  • 3Awards under the LTIP are subject to specific performance periods (1, 2, and 3 years) and performance criteria, including growth in tangible book value per share and cumulative dividends.
  • 4Frank B. Holding, Jr. retired as a director and Executive Vice Chairman, though he will remain an employee until September 2, 2014.
  • 5Shareholders approved an amendment to the Restated Certificate of Incorporation to authorize 10,000,000 shares of undesignated preferred stock.
  • 6The company's independent public accountants for 2014, Dixon Hughes Goodman LLP, were ratified.
  • 712 directors were elected for one-year terms.

Frequently Asked Questions

The primary purpose of the LTIP is to align the interests of eligible employees, including officers, with those of BancShares' shareholders. It aims to stimulate participants' efforts to enhance the company's efficiency, profitability, growth, and overall value by offering cash bonuses tied to the attainment of objective performance goals.

All salaried employees of First Citizens Bank & Trust Company and its affiliates, including executive officers of BancShares and FCB, are eligible. The Compensation, Nominations and Governance Committee selects participants and determines award terms. For 'covered employees' (CEO and top four highest-paid executives), performance objectives must be objective and based on specific financial or strategic criteria, with awards limited to $3,000,000 per participant annually.

For executive officers, performance objectives must be objective and can include criteria such as revenues, earnings per share, net income, return on equity, stock price, and strategic business criteria. For initial awards granted upon plan approval, the performance goal is based on the growth rate in tangible book value per share plus cumulative dividends paid per share.

Frank B. Holding retired from his positions as a director and Executive Vice Chairman of the Boards of Directors of BancShares and FCB, effective at the annual meeting. He will continue as an employee of FCB until his employment retirement on September 2, 2014.