8-KShareholder MattersCorporate ChangesExhibits & Filings

FIRST CITIZENS BANCSHARES INC /DE/ 8-K Report, Bylaw Amendment (May 1, 2023)

Filed May 1, 2023For Securities:FCNCAFCNCPFCNCBFCNCOFCNCN

Summary

First Citizens BancShares, Inc. (FCNCA) filed an 8-K on May 1, 2023, detailing key decisions made at its April 25, 2023, annual stockholders meeting. The most significant development for investors is the approval of amendments to the company's Restated Certificate of Incorporation. These amendments, effective April 27, 2023, double the authorized shares of Class A Common Stock from 16 million to 32 million and Preferred Stock from 10 million to 20 million. Additionally, the stockholders approved an amendment to align the company's charter with new Delaware law provisions, providing exculpation for officers from certain claims related to their duty of care. The filing also reports the results of various other shareholder votes, including the election of directors, advisory votes on executive compensation ("say-on-pay" and "say-on-frequency"), and the ratification of KPMG LLP as the independent auditor.

Key Highlights

  • 1Authorized Class A Common Stock doubled to 32 million shares.
  • 2Authorized Preferred Stock doubled to 20 million shares.
  • 3Stockholders approved amendments to the Restated Certificate of Incorporation.
  • 4New charter provisions now provide officer exculpation for duty of care claims under Delaware law.
  • 5All 13 nominated directors were elected.
  • 6Shareholders overwhelmingly supported the "say-on-pay" resolution, with over 96% voting in favor.
  • 7The appointment of KPMG LLP as the independent auditor for 2023 was ratified.

Frequently Asked Questions

The doubling of authorized Class A Common Stock and Preferred Stock provides the company with greater financial flexibility for future strategic initiatives. This could include potential acquisitions, stock-based compensation plans, dividend reinvestment programs, or other corporate actions without the need for immediate further shareholder approval.

This amendment reflects new Delaware law and protects the company's officers from personal liability for monetary damages in lawsuits brought by stockholders for breaches of their duty of care. This is a common provision for Delaware corporations and is intended to attract and retain qualified officers by mitigating personal litigation risk.

The non-binding, advisory 'say-on-pay' resolution, which approves the compensation paid to named executive officers, received strong support from shareholders. Out of the votes cast, approximately 96.1% were in favor, indicating general shareholder approval of the company's executive compensation practices.

Shareholders voted to have the 'say-on-pay' resolution submitted for a vote every year. This was the most frequent option, receiving the highest number of votes.