fcnca-20250429

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 29, 2025

_________________________________________________________________

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))

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 (§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 2025 Annual Stockholder’s Meeting (the “Annual Meeting”) of First Citizens BancShares, Inc. (the “Company”) was held on April 29, 2025. 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 18, 2025:

•the election of 11 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; and

•a proposal to ratify the appointment of KPMG LLP as the Company's independent public accountants for 2025.

The following tables reflect the final results of the voting at the Annual Meeting. Stockholders elected the 11 nominees for director and approved the “say-on-pay” resolution and the proposal to ratify the appointment of independent accountants.

ELECTION OF DIRECTORS


Name of Nominee	Votes Cast "For"	Votes "Withheld"	Broker Non-votes
Ellen R. Alemany	23,803,780	300,530	2,756,844
Victor E. Bell III	21,703,624	2,400,686	2,756,844
Peter M. Bristow	23,884,314	219,996	2,756,844
Hope H. Bryant	23,847,923	256,387	2,756,844
Dr. Eugene Flood, Jr.	24,012,659	91,651	2,756,844
Frank B. Holding, Jr.	23,698,985	405,325	2,756,844
Robert R. Hoppe	24,002,960	101,350	2,756,844
David G. Leitch	21,735,559	2,368,751	2,756,844
Robert E. Mason IV	21,758,639	2,345,671	2,756,844
Robert T. Newcomb	20,844,480	3,259,830	2,756,844
R. Mattox Snow III	24,038,308	66,002	2,756,844

“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	23,704,894	254,500	144,916	2,756,844

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 2025	26,852,211	3,747	5,196	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)

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 5, 2025

By:

/s/ Craig L. Nix

Name: Craig L. Nix

Title: Chief Financial Officer