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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): April 28, 2020
_________________________________________________________________
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

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 Annual Meeting of shareholders of First Citizens BancShares, Inc. ("BancShares") was held on April 28, 2019. At the meeting, BancShares' shareholders voted on:
• the election of 11 directors for terms of one year each;
• a non-binding advisory “say-on-pay” proposal to approve compensation paid or provided to BancShares’ named executive officers as disclosed in the proxy statement for the Annual Meeting; and
• a proposal to ratify the appointment of Dixon Hughes Goodman LLP as BancShares’ independent public accountants for 2020.

The following tables reflect the final results of the voting at the Annual Meeting.
ELECTION OF DIRECTORS
Name of Nominee  Votes Cast
     "For"     		Votes
"Withheld"		Broker
Non-votes
John M. Alexander, Jr.21,952,525  242,167  1,971,282  
Victor E. Bell III21,471,671  723,021  1,971,282  
Peter M. Bristow21,982,519  212,173  1,971,282  
Hope H. Bryant21,979,744  214,948  1,971,282  
H. Lee Durham, Jr.15,771,381  6,423,311  1,971,282  
Daniel L. Heavner19,680,846  2,513,846  1,971,282  
Frank B. Holding, Jr.22,023,713  170,979  1,971,282  
Robert R. Hoppe22,119,022  75,670  1,971,282  
Floyd L. Keels22,091,711  102,981  1,971,282  
Robert E. Mason IV21,627,621  567,071  1,971,282  
Robert T. Newcomb18,937,801  3,256,891  1,971,282  

"SAY-ON-PAY" PROPOSAL
Description of Matter Voted OnVotes Cast
"For"		Votes Cast
"Against"		AbstainedBroker
Non-votes
Proposal to approve a non-binding, advisory resolution to approve compensation paid or provided to named executive officers as disclosed in the 2020 Annual Meeting proxy statement
21,943,506  127,060  124,126  1,971,282  

APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Description of Matter Voted OnVotes Cast
"For"		Votes Cast
"Against"		AbstainedBroker
Non-votes
Proposal to ratify the appointment of independent accountants for 2019
24,119,159  40,509  6,306  0

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)




SIGNATURE
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 1, 2020By: /s/ Craig L. Nix
Craig L. Nix
Chief Financial Officer