First Citizens BancShares Inc.

05/07/2026 | Press release | Distributed by Public on 05/07/2026 07:18

Proxy Results (Form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2026 Annual Stockholder's Meeting (the "Annual Meeting") of First Citizens BancShares, Inc. (the "Company") was held on May 4, 2026. 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 23, 2026:
•the election of 12 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 2026; and
•a stockholder proposal requesting a report on faith-based employee resource groups.
The following tables reflect the final results of the voting at the Annual Meeting. Stockholders elected the 12 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 faith-based employee resource groups.
ELECTION OF DIRECTORS
Name of Nominee
Votes Cast
"For"
Votes
"Withheld"
Broker
Non-votes
Ellen R. Alemany
20,223,175 180,598 4,168,880
Victor E. Bell III
18,004,680 2,399,093 4,168,880
Peter M. Bristow
20,300,672 103,101 4,168,880
Hope H. Bryant
20,254,959 148,814 4,168,880
Dr. Eugene Flood, Jr.
20,332,508 71,265 4,168,880
Frank B. Holding, Jr.
20,274,191 129,582 4,168,880
Robert R. Hoppe
20,305,828 97,945 4,168,880
David G. Leitch
18,078,006 2,325,767 4,168,880
Robert E. Mason IV
18,036,114 2,367,659 4,168,880
Diane E. Morais
20,346,147 57,626 4,168,880
Robert T. Newcomb
17,310,360 3,093,413 4,168,880
R. Mattox Snow III
20,243,116 160,657 4,168,880
"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
20,022,960 338,804 42,009 4,168,880
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 2026
24,565,642 2,455 4,556 0
STOCKHOLDER PROPOSAL REQUESTING A REPORT
ON FAITH-BASED EMPLOYEE RESOURCE GROUPS
Description of
Matter Voted On
Votes Cast
"For"
Votes Cast
"Against"
Abstained
Broker
Non-votes
Stockholder proposal requesting a report on faith-based employee resource groups
76,989 20,181,692 145,092 4,168,880
First Citizens BancShares Inc. published this content on May 07, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 07, 2026 at 13:18 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]