UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

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, 2023

 

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

 

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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.   ☐

 

 

 

Explanatory Note

This Current Report on Form 8-K/A amends the Current Report on Form 8-K dated April 25, 2023 filed by First Citizens BancShares, Inc. (the “Corporation”) on May 1, 2023 (the “Original Form 8-K”), and is being filed solely to disclose the decision of the Corporation regarding the frequency with which it will submit proposals to approve executive compensation for a non-binding, advisory vote of stockholders (a “Say-on-Pay Proposal”) at future annual meetings of stockholders. No other changes are being made to the Original Form 8-K.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

As previously reported, at the Corporation’s annual meeting of stockholders held on April 25, 2023, stockholders approved a Say-on-Pay Proposal, and a majority of the votes cast by stockholders on a separate, non-binding “Say-on-Frequency Proposal” favored submitting a Say-on-Pay Proposal to a vote of stockholders each year, as recommended by the Corporation’s Board of Directors. Based on the stockholders’ preference, and pursuant to the recommendation of its Compensation, Nominations and Governance Committee, the Corporation’s Board of Directors has approved submission of a Say-on-Pay Proposal for a vote of stockholders each year until the next required vote by stockholders on a Say-on-Frequency Proposal.

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: July 31, 2023				By:		/s/ Craig L. Nix
						Craig L. Nix
						Chief Financial Officer