Summary
This 8-K filing from First Citizens BancShares, Inc. (FCNCA) primarily details significant changes to its Board of Directors and executive management team, all in anticipation of the upcoming merger with First Citizens Bancorporation, Inc. (Bancorporation) scheduled for October 1, 2014. The company announced the election of three new directors—Robert R. Hoppe, Floyd L. Keels, and Peter M. Bristow—to its Board, increasing its size to thirteen. These new directors are current directors of Bancorporation, fulfilling terms of the merger agreement. To accommodate these new appointments and in line with the merger, two existing directors, Hubert M. Craig III and Ralph K. Shelton, have resigned.
Key Highlights
- 1Election of three new directors (Robert R. Hoppe, Floyd L. Keels, Peter M. Bristow) to the Board of Directors, effective upon merger completion.
- 2Board size increased from twelve to thirteen directors.
- 3New directors are current directors of First Citizens Bancorporation, Inc., as per the merger agreement.
- 4Resignation of two existing directors (Hubert M. Craig III, Ralph K. Shelton) to facilitate new appointments and merger integration.
- 5Key executive management changes effective upon merger completion, including Edward L. Willingham IV as COO, Peter M. Bristow as President and Corporate Sales Executive, and Craig L. Nix as EVP - Finance.
- 6Peter M. Bristow and Craig L. Nix will assume new executive roles following the merger, with Craig L. Nix expected to succeed the current CFO upon retirement.
- 7Regulatory approvals for the merger have been obtained, with the transaction expected to close on October 1, 2014.
Frequently Asked Questions
The primary driver for these changes is the impending merger between First Citizens BancShares, Inc. and First Citizens Bancorporation, Inc., scheduled to close on October 1, 2014. The election of new directors and the adjusted management roles are in accordance with the terms of the merger agreement and are designed to integrate the leadership of the two entities.
The newly elected directors are Robert R. Hoppe (retired partner from PricewaterhouseCoopers LLP, former director of Bancorporation), Floyd L. Keels (President and CEO of Santee Electric Cooperative, Inc., former director of Bancorporation), and Peter M. Bristow (current Executive Vice President of Bancorporation and President/COO of its bank subsidiary, also elected to new executive roles post-merger).
Following the merger, Edward L. Willingham IV will become Chief Operating Officer. Peter M. Bristow will serve as President and Corporate Sales Executive, focusing on legacy markets. Craig L. Nix will be Vice President - Finance for BancShares and Executive Vice President - Finance for FCB/NC, and is expected to become CFO upon the current CFO's retirement.
The merger is expected to become effective on October 1, 2014, following the receipt of all necessary regulatory approvals.