8-KShareholder MattersOther EventsExhibits & Filings

FIRST CITIZENS BANCSHARES INC /DE/ 8-K Report, Shareholder Vote Results (Sep 16, 2014)

Filed September 16, 2014For Securities:FCNCAFCNCPFCNCBFCNCOFCNCN

Summary

This 8-K filing from FIRST CITIZENS BANCSHARES INC /DE/ (FCNCA) details the significant outcomes of a special stockholder meeting held on September 16, 2014. The primary focus was the approval of a merger agreement with First Citizens Bancorporation, Inc. Stockholders overwhelmingly voted in favor of the merger, demonstrating strong support for this strategic combination. This merger is expected to be a material event for the company, likely leading to changes in its operational structure and financial profile. In conjunction with the merger, shareholders also approved the issuance of new shares of Class A and Class B common stock to facilitate the transaction. Furthermore, an amendment to the company's Restated Certificate of Incorporation was approved to increase the authorized Class A common stock from 11,000,000 to 16,000,000 shares, providing the necessary capital stock for the merger and future corporate needs. The successful votes on these key proposals pave the way for the completion of the merger.

Key Highlights

  • 1Stockholders overwhelmingly approved the Agreement and Plan of Merger between First Citizens Bancorporation, Inc. and BancShares, with 84.9% of eligible votes cast in favor.
  • 2The issuance of new Class A and Class B common stock in connection with the merger received exceptionally strong approval, with 99.7% of votes cast in favor.
  • 3An amendment to increase the authorized Class A common stock from 11,000,000 to 16,000,000 shares was approved by a substantial majority.
  • 4The amendment to the Restated Certificate of Incorporation passed with 90.6% of eligible votes from both classes and 86.6% of eligible Class A votes voting as a separate group.
  • 5The approval of these key proposals means the merger is cleared to proceed, subject to other closing conditions.
  • 6A joint press release was distributed announcing the stockholder approval of the merger.
  • 7No vote was taken on an adjournment proposal as all other necessary matters were approved.

Frequently Asked Questions

The primary purpose of the special stockholder meeting was to vote on and approve the Agreement and Plan of Merger between First Citizens Bancorporation, Inc. and BancShares, along with related proposals necessary for the merger's completion, such as the issuance of new shares and an amendment to the company's charter.

Yes, all three key proposals—the merger agreement, the issuance of new common stock, and the amendment to the Restated Certificate of Incorporation—were overwhelmingly approved by the stockholders.

The increase in authorized Class A common stock from 11,000,000 to 16,000,000 shares was necessary to accommodate the issuance of shares required by the merger agreement. It also provides additional authorized shares for potential future corporate uses.

With the stockholder approvals secured, the merger between Bancorporation and BancShares is cleared to proceed, marking a significant step in the company's growth and strategic direction.