8-KShareholder MattersExhibits & Filings

FIRST CITIZENS BANCSHARES INC /DE/ 8-K Report, Shareholder Vote Results (May 1, 2020)

Filed May 1, 2020For Securities:FCNCAFCNCPFCNCBFCNCOFCNCN

Summary

This 8-K filing from First Citizens BancShares, Inc. (FCNCA) details the outcomes of their Annual Shareholder Meeting held on April 28, 2020. The primary focus of the report is the voting results on key corporate governance matters, including the election of directors, a "say-on-pay" advisory vote on executive compensation, and the ratification of the company's independent auditor. Investors can use this information to gauge shareholder sentiment on board composition and executive pay practices. Overall, the voting results indicate strong shareholder support for the proposed director nominees and the ratification of the independent accountants. The "say-on-pay" proposal also received a significant majority of "for" votes, suggesting general approval of the compensation awarded to named executive officers. While most proposals passed with substantial backing, it's noteworthy that two director nominees, H. Lee Durham, Jr. and Robert T. Newcomb, received a higher proportion of "withheld" votes compared to other nominees. This filing serves as a transparent update on shareholder engagement and decisions made at the annual meeting.

Key Highlights

  • 1The Annual Shareholder Meeting took place on April 28, 2020, with voting results filed on May 1, 2020.
  • 2Shareholders voted on the election of 11 directors, a non-binding "say-on-pay" proposal, and the ratification of independent auditors.
  • 3All 11 director nominees were elected, with the majority receiving very high "for" vote counts.
  • 4The "say-on-pay" proposal to approve executive compensation was approved by a significant majority of shareholders.
  • 5Dixon Hughes Goodman LLP was ratified as the independent public accountants for 2020 with overwhelming support.
  • 6H. Lee Durham, Jr. and Robert T. Newcomb received a notable number of "withheld" votes in the director elections, although both were elected.
  • 7The filing primarily reports on voting outcomes and does not contain new financial statements or detailed operational updates.

Frequently Asked Questions

The main topics voted on were the election of 11 directors, a non-binding advisory vote on executive compensation (commonly known as "say-on-pay"), and the ratification of the appointment of Dixon Hughes Goodman LLP as the company's independent public accountants for 2020.

Shareholders elected all 11 proposed director nominees. While most nominees received a very high percentage of "for" votes, H. Lee Durham, Jr. and Robert T. Newcomb received a comparatively higher number of "withheld" votes, though still a minority of the total votes cast.

The non-binding advisory proposal to approve the compensation paid or provided to the company's named executive officers received strong support from shareholders, with a substantial majority voting "for" the proposal.

Yes, the appointment of Dixon Hughes Goodman LLP as the independent public accountants for 2020 was ratified by shareholders with an overwhelming majority of "for" votes.