8-KShareholder MattersOther EventsExhibits & Filings

FIRST CITIZENS BANCSHARES INC /DE/ 8-K Report, Shareholder Vote Results (Feb 9, 2021)

Filed February 9, 2021For Securities:FCNCAFCNCPFCNCBFCNCOFCNCN

Summary

First Citizens BancShares, Inc. (FCNCA) filed an 8-K on February 9, 2021, reporting the outcome of its special meeting of common stockholders. The primary purpose of this meeting was to vote on the proposed issuance of Class A common stock in connection with the previously announced merger with CIT Group Inc. The results indicate overwhelming support from First Citizens' stockholders, with 99.9% of the votes cast approving the stock issuance proposal. This strong shareholder approval is a significant step forward for the proposed merger. It demonstrates confidence from First Citizens' investors in the strategic rationale and terms of the transaction. The filing also confirms that a quorum was met, with approximately 100% of outstanding and entitled shares present or represented by proxy, further underscoring the broad participation and agreement among shareholders. The company also announced, via a joint press release with CIT, that CIT's stockholders also approved the merger.

Key Highlights

  • 1First Citizens BancShares stockholders overwhelmingly approved the issuance of Class A common stock for the merger with CIT Group Inc., with 99.9% of votes cast in favor.
  • 2The special meeting achieved full participation, with approximately 100% of outstanding and entitled shares present or represented by proxy, establishing a quorum.
  • 3The Adjournment Proposal was deemed unnecessary due to the strong preliminary vote count for the stock issuance proposal.
  • 4The merger between First Citizens BancShares and CIT Group Inc. received stockholder approval from both companies, as announced in a joint press release.
  • 5This 8-K filing primarily serves to formally document the shareholder voting results on a critical merger-related proposal.

Frequently Asked Questions

The main purpose of the special meeting was for First Citizens BancShares stockholders to vote on the approval of issuing Class A common stock to CIT Group Inc. stockholders as part of the merger agreement between the two companies.

The stock issuance proposal was overwhelmingly approved, with 99.9% of the votes cast by First Citizens BancShares common stockholders in favor of the proposal.

Yes, according to a joint press release issued on February 9, 2021, both First Citizens BancShares and CIT Group Inc. received stockholder approval for the merger at their respective special meetings.

A total of 9,816,405 shares of First Citizens common stock were present or represented by proxy, which constituted approximately 100% of the outstanding and entitled shares, fulfilling the quorum requirement.