8-KEarnings & ResultsCorporate ChangesRegulation FD+2

FIRST CITIZENS BANCSHARES INC /DE/ 8-K Report, Financial Results (Jan 26, 2023)

Filed January 26, 2023For Securities:FCNCAFCNCPFCNCBFCNCOFCNCN

Summary

First Citizens BancShares, Inc. (FCNCA) filed an 8-K on January 26, 2023, primarily to announce its fourth quarter and full-year 2022 financial results, which were detailed in an accompanying press release (Exhibit 99.1). The company also hosted a conference call on the same day to discuss these results, with presentation slides provided as Exhibit 99.2. Investors should refer to these exhibits for the specific financial performance details. Beyond financial reporting, the company's Board of Directors adopted significant amendments to its bylaws and a director retirement policy. The Amended and Restated Bylaws (Exhibit 3.1), effective January 24, 2023, enhance procedural rules for shareholder nominations and business proposals, align with new SEC universal proxy card rules, allow for remote meetings, and remove a prior director stock ownership requirement. Additionally, a new director retirement policy, effective January 24, 2023, sets an age limit of 75 for board eligibility, modifying the previous policy of mandatory retirement at year-end for directors reaching that age.

Key Highlights

  • 1Announcement of Fourth Quarter and Full-Year 2022 Financial Results on January 26, 2023.
  • 2Investor Conference Call held on January 26, 2023, to discuss financial performance.
  • 3Amended and Restated Bylaws adopted on January 24, 2023, becoming effective the same day.
  • 4Bylaw amendments include updated requirements for shareholder director nominations and business proposals, aligning with SEC Rule 14a-19.
  • 5Bylaws now permit shareholder and board meetings to be held via remote communication.
  • 6Director stock ownership requirement in bylaws has been eliminated.
  • 7New director retirement policy adopted, making individuals ineligible to stand for election after reaching age 75.

Frequently Asked Questions

The detailed financial results for the quarter ended December 31, 2022, are presented in the press release attached as Exhibit 99.1 to this Form 8-K filing and were discussed during the conference call on January 26, 2023, with slides provided as Exhibit 99.2.

The Amended and Restated Bylaws enhance procedures for shareholder nominations and proposals, incorporate requirements related to SEC Rule 14a-19 for universal proxy cards, allow for remote meetings, and remove the previous requirement for directors to own a minimum number of company shares.

The new policy, effective January 24, 2023, states that no person will be eligible to stand for election to the Board of Directors at any shareholder meeting after the calendar year in which they reach age 75. This differs from the previous policy which had a mandatory retirement effective at the end of the year a director turned 75.

In accordance with General Instruction B.2 of Form 8-K, the information furnished under Item 2.02 (Results of Operations) and Item 7.01 (Regulation FD Disclosure), including the press release (Exhibit 99.1) and investor presentation (Exhibit 99.2), is not considered 'filed' for the purposes of Section 18 of the Exchange Act, nor is it incorporated by reference into other SEC filings unless expressly stated.