8-K

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)

Delaware	001-16715	56-1528994
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4300 Six Forks Road	Raleigh	North Carolina	27609
(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 class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, Par Value $1	FCNCA	Nasdaq Global Select Market
Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series A	FCNCP	Nasdaq Global Select Market
5.625% Non-Cumulative Perpetual Preferred Stock, Series C	FCNCO	Nasdaq 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. Alemany	23,121,294	237,189	3,844,720
John M. Alexander, Jr.	23,055,174	303,309	3,844,720
Victor E. Bell III	20,425,940	2,932,543	3,844,720
Peter M. Bristow	23,127,026	231,457	3,844,720
Hope H. Bryant	23,120,440	238,043	3,844,720
Michael A. Carpenter	23,272,239	86,244	3,844,720
H. Lee Durham, Jr.	20,426,307	2,932,176	3,844,720
Dr. Eugene Flood, Jr.	23,292,332	66,151	3,844,720
Frank B. Holding, Jr.	22,943,671	414,812	3,844,720
Robert R. Hoppe	23,051,452	307,031	3,844,720
David G. Leitch	23,264,997	93,486	3,844,720
Robert E. Mason IV	20,471,003	2,887,480	3,844,720
Robert T. Newcomb	19,425,569	3,932,914	3,844,720

“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 Meeting	22,923,029	275,549	159,905	3,844,720

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 2024	27,167,433	32,890	2,880	0

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-banking	552,843	22,687,494	118,146	3,844,720

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

XML

Cover Page	May 01, 2024
Cover [Abstract]
Entity Central Index Key	0000798941
Amendment Flag	false
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Class A [Member]
Cover [Abstract]
Security Exchange Name	NASDAQ
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
Trading Symbol	FCNCP
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