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): April 25, 2011
First Citizens BancShares, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-16715
(Commission
File Number)
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56-1528994
(IRS Employer
Identification No.)
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| 4300 Six Forks Road | |
| Raleigh, North Carolina |
27609
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| (Address of principal executive offices) |
(Zip Code)
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Registrant’s telephone number, including area code: (919) 716-7000
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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2011 annual meeting of shareholders of First Citizens BancShares, Inc. (“BancShares”) was held on April 25, 2011. At the meeting, the shareholders:
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voted on the election of 14 directors for terms of one year each;
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voted on a non-binding, advisory “say-on-pay” resolution to approve compensation paid or provided to BancShares’ executive officers as disclosed in the proxy statement for the annual meeting;
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held a non-binding, advisory vote on whether BancShares should submit a “say-on-pay” resolution to a vote of shareholders every one, two or three years (a “say-on-frequency” vote); and
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voted on a proposal to ratify the appointment of Dixon Hughes Goodman LLP as BancShares’ independent public accountants for 2011.
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The following tables describe the final results of the voting at the annual meeting.
Election of Directors
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Name of Nominee
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Votes Cast
"For"
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Votes
"Withheld"
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Broker
Nonvotes
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John M. Alexander, Jr.
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29,755,768
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54,875
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1,910,562
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Carmen Holding Ames
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29,729,881
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80,762
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1,910,562
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Victor E. Bell III
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29,769,233
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41,410
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1,910,562
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Hope Holding Connell
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29,727,781
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82,862
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1,910,562
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Hubert M. Craig III
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29,755,819
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54,824
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1,910,562
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H. Lee Durham, Jr.
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29,769,212
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41,431
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1,910,562
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Daniel L. Heavner
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29,762,411
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48,232
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1,910,562
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Frank B. Holding
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29,726,457
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84,186
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1,910,562
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Frank B. Holding, Jr.
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29,730,056
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80,587
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1,910,562
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Lucius S. Jones
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29,749,342
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61,301
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1,910,562
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Robert E. Mason IV
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29,762,379
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48,264
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1,910,562
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Robert T. Newcomb
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29,531,584
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279,059
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1,910,562
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James M. Parker
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29,707,797
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102,846
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1,910,562
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Ralph K. Shelton
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29,766,737
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43,906
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1,910,562
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“Say-on-Pay” Vote
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Description of
Matter Voted On
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Votes Cast
"For"
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Votes Cast
"Against"
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Abstained
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Broker
Nonvotes
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Non-binding, advisory resolution to
approve compensation paid or
provided to executive officers
as disclosed in the annual meeting
proxy statement
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29,392,000
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177,383
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240,664
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1,911,158
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“Say-on-Frequency” Vote
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Description of
Matter Voted On
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Votes Cast
for
“Every Year”
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Votes Cast
for
“Every 2 Years”
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Votes Cast
for
“Every 3 Years”
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Abstained
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Broker
Nonvotes
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Non-binding, advisory vote on
how frequently a “say-on-pay”
resolution should be submitted
to a vote of shareholders
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4,126,360
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292,439
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25,187,947
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98,712
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2,015,747
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Ratification of Appointment of Independent Accountants
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Description of
Matter Voted On
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Votes Cast
"For"
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Votes Cast
"Against"
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Abstained
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Broker
Nonvotes
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Ratification of the appointment
of independent accountants
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31,513,829
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25,995
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180,552
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829
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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. | |||
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(Registrant)
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Date: April 28, 2011
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By: |
/s/ KENNETH A. BLACK
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Kenneth A. Black
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Chief Financial Officer
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