8-K/AShareholder Matters

FIRST CITIZENS BANCSHARES INC /DE/ 8-K/A Report, Shareholder Vote Results (Jul 25, 2017)

Filed July 25, 2017For Securities:FCNCAFCNCPFCNCBFCNCOFCNCN

Summary

This 8-K filing from First Citizens Bancshares Inc. /DE/ (FCNCA) on July 25, 2017, primarily addresses the outcome of shareholder votes from their annual meeting held on April 25, 2017. The key takeaway for investors is the establishment of an annual "Say-on-Pay" vote. Shareholders approved this proposal, indicating their desire for regular advisory votes on executive compensation. Furthermore, the filing confirms that a majority of shareholders voted in favor of conducting this "Say-on-Pay" vote on an annual basis. In response to this shareholder preference, the Board of Directors has committed to submitting this advisory proposal for a shareholder vote each year until the next "Say-on-Frequency" vote is required in 2023. This demonstrates a commitment to shareholder engagement and transparency regarding executive compensation practices.

Key Highlights

  • 1Shareholders approved the "Say-on-Pay" proposal at the April 25, 2017 annual meeting.
  • 2A majority of votes cast favored conducting "Say-on-Pay" votes annually.
  • 3The Board of Directors has approved submitting the "Say-on-Pay" proposal for an annual shareholder vote.
  • 4This annual advisory vote on executive compensation will continue until the 2023 annual meeting.
  • 5The decision aligns with the recommendation of the Compensation, Nominations and Governance Committee.
  • 6The filing provides transparency on executive compensation governance decisions.

Frequently Asked Questions

The "Say-on-Pay" proposal is a shareholder advisory vote on the compensation of the company's named executive officers. It allows shareholders to express their opinion on the company's executive compensation practices, though the vote is typically non-binding.

The "Say-on-Frequency" proposal asks shareholders how often they would like the company to hold an advisory vote on executive compensation (e.g., every year, every two years, or every three years). The filing indicates that shareholders preferred an annual vote.

Following the shareholder vote and the Board's approval, "Say-on-Pay" proposals will be submitted for a shareholder vote each year until the next "Say-on-Frequency" vote is scheduled for the 2023 annual meeting.

Typically, "Say-on-Pay" votes are advisory, meaning they express shareholder sentiment but are not binding on the company's Board of Directors. The company considers the outcome of these votes when making decisions about executive compensation.