0000798941falseFirst Citizens BancShares Inc /DE/00007989412024-05-012024-05-010000798941us-gaap:CommonClassAMember2024-05-012024-05-010000798941us-gaap:SeriesAPreferredStockMember2024-05-012024-05-010000798941us-gaap:SeriesCPreferredStockMember2024-05-012024-05-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2024
_________________________________________________________________
First Citizens BancShares, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-1671556-1528994
(State or other jurisdiction
of incorporation)
(Commission File Number)(IRS Employer Identification No.)
4300 Six Forks RoadRaleighNorth Carolina27609
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (919) 716-7000
________________________________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each classTrading SymbolName of each exchange on which registered
Class A Common Stock, Par Value $1FCNCANasdaq Global Select Market
Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series AFCNCPNasdaq Global Select Market
5.625% Non-Cumulative Perpetual Preferred Stock, Series C
FCNCONasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐






Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2024 Annual Stockholder’s Meeting (the “Annual Meeting”) of First Citizens BancShares, Inc. (the “Company”) was held on May 1, 2024. At the meeting, the Company's stockholders voted on the following proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 15, 2024:

•the election of 13 directors for terms of one year each;
•a non-binding, advisory “say-on-pay” resolution to approve compensation paid or provided to the Company's named executive officers as disclosed in the proxy statement for the Annual Meeting;
•a proposal to ratify the appointment of KPMG LLP as the Company's independent public accountants for 2024; and
•a stockholder proposal requesting a report on the risks of politicized de-banking.

The following tables reflect the final results of the voting at the Annual Meeting. Stockholders elected the 13 nominees for director and approved the “say-on-pay” resolution and the proposal to ratify the appointment of independent accountants. Stockholders did not approve the stockholder proposal requesting a report on the risks of politicized de-banking.

ELECTION OF DIRECTORS

Name of Nominee		Votes Cast
"For"		Votes
"Withheld"		Broker
Non-votes
Ellen R. Alemany23,121,294237,1893,844,720
John M. Alexander, Jr.23,055,174303,3093,844,720
Victor E. Bell III20,425,9402,932,5433,844,720
Peter M. Bristow23,127,026231,4573,844,720
Hope H. Bryant23,120,440238,0433,844,720
Michael A. Carpenter23,272,23986,2443,844,720
H. Lee Durham, Jr.20,426,3072,932,1763,844,720
Dr. Eugene Flood, Jr. 23,292,33266,1513,844,720
Frank B. Holding, Jr.22,943,671414,8123,844,720
Robert R. Hoppe23,051,452307,0313,844,720
David G. Leitch23,264,99793,4863,844,720
Robert E. Mason IV20,471,0032,887,4803,844,720
Robert T. Newcomb19,425,5693,932,9143,844,720

“SAY-ON-PAY” RESOLUTION
Description of
Matter Voted On		Votes Cast
"For"		Votes Cast
"Against"
Abstained		Broker
Non-votes
Proposal to approve a non-binding, advisory “say-on-pay” resolution to approve compensation paid or provided to the Company's named executive officers as disclosed in the proxy statement for the Annual Meeting22,923,029275,549159,9053,844,720

PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Description of
Matter Voted On
Votes Cast
"For"
Votes Cast
"Against"
Abstained
Broker
Non-votes
Proposal to ratify the appointment of KPMG LLP as the Company's independent public accountants for 202427,167,43332,8902,8800



STOCKHOLDER PROPOSAL REQUESTING A REPORT
ON THE RISKS OF POLITICIZED DE-BANKING
Description of
Matter Voted On
Votes Cast
"For"
Votes Cast
"Against"
Abstained
Broker
Non-votes
Stockholder proposal requesting a report on the risks of politicized de-banking552,84322,687,494118,1463,844,720 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit accompanies this Report:
Exhibit No.
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

First Citizens BancShares, Inc.
(Registrant)
Date:
May 6, 2024
By:/s/ Craig L. Nix
Name: Craig L. Nix
Title: Chief Financial Officer



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Cover Page
May 01, 2024
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Document Type 8-K
Document Period End Date May 01, 2024
Entity Registrant Name First Citizens BancShares Inc /DE/
Entity Incorporation, State or Country Code DE
Entity File Number 001-16715
Entity Tax Identification Number 56-1528994
Entity Address, Address Line One 4300 Six Forks Road
Entity Address, City or Town Raleigh
Entity Address, State or Province NC
Entity Address, Postal Zip Code 27609
City Area Code 919
Local Phone Number 716-7000
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Common Class A [Member]  
Cover [Abstract]  
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Title of 12(b) Security Class A Common Stock, Par Value $1
Trading Symbol FCNCA
Security Exchange Name NASDAQ
Series A Preferred Stock [Member]  
Cover [Abstract]  
Security Exchange Name NASDAQ
Title of 12(b) Security Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series A
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Security Exchange Name NASDAQ
Series C Preferred Stock  
Cover [Abstract]  
Security Exchange Name NASDAQ
Title of 12(b) Security 5.625% Non-Cumulative Perpetual Preferred Stock, Series C
Trading Symbol FCNCO
Security Exchange Name NASDAQ
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