Shareholders at First Citizens (NASDAQ: FCNCA) approve board, pay, auditor

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

First Citizens BancShares, Inc. held its 2026 Annual Stockholder’s Meeting on May 4, 2026, where stockholders elected 12 directors to one-year terms. Each nominee, including Ellen R. Alemany, Frank B. Holding, Jr., and others, received more votes cast "for" than "withheld."

Stockholders approved a non-binding "say-on-pay" advisory resolution on executive compensation and ratified the appointment of KPMG LLP as independent public accountants for 2026 by an overwhelming margin. A stockholder proposal requesting a report on faith-based employee resource groups received very limited support and was not approved.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Director vote example: 20,300,672 votes for; 103,101 withheld Executive pay approval: 20,022,960 for; 338,804 against; 42,009 abstain Auditor ratification: 24,565,642 for; 2,455 against; 4,556 abstain +3 more

6 metrics

Director vote example 20,300,672 votes for; 103,101 withheld Election of director Peter M. Bristow at 2026 Annual Meeting

Executive pay approval 20,022,960 for; 338,804 against; 42,009 abstain Non-binding say-on-pay resolution at 2026 Annual Meeting

Auditor ratification 24,565,642 for; 2,455 against; 4,556 abstain Ratification of KPMG LLP as 2026 independent public accountants

Faith-based ERG proposal 76,989 for; 20,181,692 against; 145,092 abstain Stockholder proposal on faith-based employee resource groups

Broker non-votes (say-on-pay) 4,168,880 broker non-votes Say-on-pay advisory vote at 2026 Annual Meeting

Broker non-votes (faith-based proposal) 4,168,880 broker non-votes Faith-based employee resource groups stockholder proposal

Key Terms

non-binding, advisory “say-on-pay” resolution, broker non-votes, independent public accountants, stockholder proposal, +1 more

5 terms

non-binding, advisory “say-on-pay” resolution financial

"a non-binding, advisory “say-on-pay” resolution to approve compensation paid or provided"

broker non-votes financial

"Votes Cast "For" | Votes "Withheld" | Broker Non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent public accountants financial

"ratify the appointment of KPMG LLP as the Company's independent public accountants for 2026"

stockholder proposal financial

"a stockholder proposal requesting a report on faith-based employee resource groups"

faith-based employee resource groups financial

"Stockholder proposal requesting a report on faith-based employee resource groups"

Understanding 8-K Material Events →

05/07/2026 - 09:18 AM

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): May 4, 2026

_________________________________________________________________

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
Depository Shares, Each Representing 1/40th Interest in a Share of 6.625% Non-Cumulative Perpetual Preferred Stock, Series E	FCNCN	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 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

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 7, 2026

By:

/s/ Craig L. Nix

Name: Craig L. Nix

Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What was decided at First Citizens BancShares (FCNCA) 2026 annual meeting?

Stockholders elected 12 directors to one-year terms, approved the advisory say-on-pay resolution, and ratified KPMG LLP as independent public accountants for 2026. A stockholder proposal requesting a report on faith-based employee resource groups failed to receive approval.

How did First Citizens BancShares (FCNCA) stockholders vote on executive compensation?

Stockholders approved the non-binding say-on-pay resolution, with 20,022,960 votes cast for, 338,804 against, and 42,009 abstentions. This reflects support for the compensation paid or provided to the company’s named executive officers as disclosed in the proxy statement.

Was KPMG LLP ratified as auditor for First Citizens BancShares (FCNCA)?

Yes. Stockholders ratified KPMG LLP as independent public accountants for 2026, with 24,565,642 votes cast for, 2,455 against, and 4,556 abstentions. There were no broker non-votes recorded on this auditor ratification proposal.

What happened to the faith-based employee resource groups proposal at FCNCA?

The stockholder proposal requesting a report on faith-based employee resource groups was not approved. It received 76,989 votes for, 20,181,692 votes against, and 145,092 abstentions, along with 4,168,880 broker non-votes recorded on this item.

Did any director nominees at First Citizens BancShares (FCNCA) fail to be elected?

All 12 director nominees were elected. Each nominee, such as Peter M. Bristow and Diane E. Morais, received more votes cast for than withheld, with additional broker non-votes reported consistent with routine director election voting mechanics.

How strong was support for the First Citizens BancShares (FCNCA) board slate?

Support was generally strong, with several nominees receiving over 20 million votes cast for and relatively low withheld votes. For example, Diane E. Morais had 20,346,147 votes for and 57,626 withheld, plus 4,168,880 broker non-votes reported on her election.

Filing Exhibits & Attachments

4 documents