Business Context and Reporting Period
This Form 8-K reports on the results of the 2026 Annual Stockholder's Meeting of First Citizens BancShares, Inc., held on May 4, 2026. The filing details the voting outcomes for director elections, executive compensation, auditor ratification, and a stockholder proposal.
Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. It is a corporate governance report regarding stockholder voting results.
Material Changes
No material financial changes are reported in this document. The primary events are the successful election of the board of directors and the approval of the say-on-pay resolution, contrasted with the rejection of a specific stockholder proposal.
Outlook, Risks, and Voting Results
- Election of Directors: All 12 nominees were elected. While most received overwhelming support, three nominees (Victor E. Bell III, David G. Leitch, and Robert E. Mason IV) received significant "withheld" votes, ranging from approximately 2.3 million to 2.4 million votes.
- Say-on-Pay: Stockholders approved the non-binding advisory resolution to approve executive compensation with 20,022,960 votes "For" and 338,804 votes "Against".
- Auditor Ratification: Stockholders ratified the appointment of KPMG LLP as independent public accountants for 2026 with 24,565,642 votes "For" and only 2,455 votes "Against".
- Stockholder Proposal: A proposal requesting a report on faith-based employee resource groups was rejected. It received 76,989 votes "For" and 20,181,692 votes "Against".
Key Facts for Investor Verification
- Verify the specific reasons for the higher "withheld" vote counts for directors Victor E. Bell III, David G. Leitch, and Robert E. Mason IV compared to other nominees.
- Confirm the details of the rejected stockholder proposal regarding faith-based employee resource groups to understand the specific concerns raised by the proposing shareholder.
- Review the definitive proxy statement filed on March 23, 2026, for detailed compensation data referenced in the approved say-on-pay resolution.