8-K – 2026-05-07 – fcnca-20260504.htm

fcnca-20260504 0000798941 false First Citizens BancShares Inc /DE/ 0000798941 2026-05-04 2026-05-04 0000798941 us-gaap:CommonClassAMember 2026-05-04 2026-05-04 0000798941 us-gaap:SeriesAPreferredStockMember 2026-05-04 2026-05-04 0000798941 us-gaap:SeriesCPreferredStockMember 2026-05-04 2026-05-04 0000798941 us-gaap:SeriesEPreferredStockMember 2026-05-04 2026-05-04

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