Document


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 30, 2019
_________________________________________________________________
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))

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. ¨

Class A Common Stock (Nasdaq: FCNCA)
Class B Common Stock (OTC: FCNCB)





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 30, 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 2019.

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.
 
22,710,949

 
164,229

 
2,196,892

Victor E. Bell III
 
22,298,300

 
576,878

 
2,196,892

Peter M. Bristow
 
22,592,959

 
282,219

 
2,196,892

Hope H. Bryant
 
22,591,348

 
283,830

 
2,196,892

H. Lee Durham, Jr.
 
22,301,793

 
573,385

 
2,196,892

Daniel L. Heavner
 
22,715,503

 
159,675

 
2,196,892

Frank B. Holding, Jr.
 
22,623,293

 
251,885

 
2,196,892

Robert R. Hoppe
 
22,749,926

 
125,252

 
2,196,892

Floyd L. Keels
 
22,716,317

 
158,861

 
2,196,892

Robert E. Mason IV
 
22,329,985

 
545,193

 
2,196,892

Robert T. Newcomb
 
22,074,322

 
800,856

 
2,196,892

"SAY-ON-PAY" PROPOSAL
Description of Matter Voted On
 
Votes Cast "For"     
 
Votes Cast
"Against"
 
Abstained
 
Broker
Non-votes
Proposal to approve a non-binding, advisory resolution to approve compensation paid or provided to named executive officers as disclosed in the 2019 Annual Meeting proxy statement
 
22,533,862

 
204,159

 
137,157

 
2,196,892


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 independent accountants for 2019
 
24,851,254

 
207,667

 
13,139

 
-0-





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 1, 2019
 
By: /s/ Craig L. Nix
 
 
 
 
Craig L. Nix
 
 
 
 
Chief Financial Officer