8-KShareholder MattersExhibits & Filings

FIRST CITIZENS BANCSHARES INC /DE/ 8-K Report, Shareholder Vote Results (May 5, 2025)

Filed May 5, 2025For Securities:FCNCAFCNCPFCNCBFCNCOFCNCN

Summary

FIRST CITIZENS BANCSHARES INC /DE/ (FCNCA) has filed an 8-K report detailing the outcomes of its 2025 Annual Stockholder's Meeting held on April 29, 2025. The key takeaway for investors is the overwhelming approval of all proposals presented, indicating strong shareholder confidence in the company's board of directors, executive compensation practices, and auditor. Specifically, all 11 director nominees were elected, the advisory "say-on-pay" resolution passed, and the appointment of KPMG LLP as independent public accountants for 2025 was ratified. This consistent support across critical governance areas suggests a stable and well-aligned shareholder base. The results demonstrate a robust endorsement of the current management and governance structure. The high "For" votes on director elections and executive compensation, alongside the near-unanimous ratification of the auditor, should provide a sense of reassurance to current and potential investors regarding the company's operational and financial oversight. The filing also includes the standard cover page interactive data file as an exhibit.

Key Highlights

  • 1All 11 director nominees were successfully elected to serve one-year terms, reflecting shareholder confidence in the board's composition.
  • 2The "say-on-pay" advisory resolution, which approves executive compensation, received significant shareholder support, indicating general satisfaction with the company's compensation practices.
  • 3KPMG LLP was ratified as the company's independent public accountants for 2025 with overwhelming approval, reinforcing trust in the external audit function.
  • 4The voting results across all proposals show a strong majority of "For" votes, suggesting broad shareholder agreement with the company's governance and strategic direction.
  • 5The filing confirms the successful conclusion of the 2025 Annual Stockholder's Meeting with all agenda items resolved positively.
  • 6Broker non-votes were present for director elections and the say-on-pay resolution, but did not prevent the passage of any proposals.

Frequently Asked Questions

The main proposals voted on were the election of 11 directors, a non-binding advisory vote on executive compensation ("say-on-pay"), and the ratification of KPMG LLP as the company's independent public accountants for 2025.

All 11 director nominees presented at the meeting were elected by the stockholders. The voting results show a substantial majority of "For" votes for each nominee.

The "say-on-pay" resolution received strong advisory approval from shareholders, with a significant majority voting "For" the proposal. This indicates general shareholder satisfaction with the compensation paid to the company's named executive officers.

Yes, the appointment of KPMG LLP as the company's independent public accountants for 2025 was ratified by the shareholders with an overwhelming majority of "For" votes.