Shareholders approve doubling authorized Class A and preferred shares, add officer exculpation

FIRST CITIZENS BANCSHARES INC /DE/

Class A common authorized shares increased from 16M to 32M; approved by 27.2M votes (common and Class B combined).
Preferred stock authorized shares increased from 10M to 20M; approved with 18.4M votes for.
Delaware officer exculpation amendment adopted with 22.9M votes for.
All 13 director nominees elected; say-on-pay approved (22.9M for); frequency set to every year.
KPMG ratified as independent auditor for 2023 with 27.5M votes for.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

FIRST CITIZENS BANCSHARES INC /DE/: Stockholders approved amendments to increase authorized Class A Common Stock from 16,000,000 to 32,000,000 shares, increase authorized Preferred Stock from 10,000,000 to 20,000,000 shares, and add officer exculpation provisions under Delaware law (effective 2023-04-27).

Change: charter amendment
Effective: 2023-04-27

Exact text from the filing

The Amended and Restated Certificate became effective upon filing with the Secretary of State of the State of Delaware on April 27, 2023.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

FIRST CITIZENS BANCSHARES INC /DE/ shareholders approved A non-binding, advisory "say-on-frequency" vote on whether the Company should submit a "say-on-pay" resolution for a vote of stockholders every year, every two years, or every three years at the 2023-04-25 meeting.

Proposal: say on pay frequency
Outcome: passed
Meeting: 2023-04-25

Exact text from the filing

“SAY-ON-FREQUENCY” PROPOSAL Description of Matter Voted On Votes Cast For "Every Year" Votes Cast For "Every Two Years" Votes Cast For "Every Three Years" Abstained Broker Non-votes Non-binding, advisory "say-on-frequency" vote on whether the Company should submit a "say-on-pay" resolution for a vote of stockholders every year, every two years, or every three years 23,601,679 11,846 265,813 27,128 3,702,829

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

FIRST CITIZENS BANCSHARES INC /DE/ shareholders approved Election of 13 directors for terms of one year each at the 2023-04-25 meeting.

Proposal: director election
Outcome: passed
Meeting: 2023-04-25

Exact text from the filing

The following tables reflect the final results of the voting at the annual meeting. ELECTION OF DIRECTORS Name of Nominee Votes Cast "For" Votes "Withheld" Broker Non-votes Ellen R. Alemany 23,438,454 468,012 3,702,829 John M. Alexander, Jr. 23,332,761 573,705 3,702,829 Victor E. Bell III 20,841,792 3,064,674 3,702.829 Peter M. Bristow 23,460,872 445,594 3,702,829 Hope H. Bryant 23,457,183 449,283 3,702,829 Michael A. Carpenter 23,569,438 337,028 3,702,829 H. Lee Durham, Jr 20,838,915 3,067,551 3,702,829 Dr. Eugene Flood, Jr. 23,882,266 24,200 3,702,829 Frank B. Holding, Jr 23,555,503 350,963 3,702,829 Robert R. Hoppe 23,838,226 68,240 3,702,829 Floyd L. Keels 23,779,242 127,224 3.702,829 Robert E. Mason IV 21,242,178 2,664,288 3,702,829 Robert T. Newcomb 20,057,700 3,848,766 3,702,829

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

FIRST CITIZENS BANCSHARES INC /DE/ shareholders approved 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 2023 Annual Meeting at the 2023-04-25 meeting.

Proposal: say on pay
Outcome: passed
Meeting: 2023-04-25

Exact text from the filing

“SAY-ON-PAY” PROPOSAL Description of Matter Voted On Votes Cast "For" Votes Cast "Against" Abstained Broker Non-votes Proposal to approve a non-binding, advisory resolution to approve compensation paid or provided to named executive officers as disclosed in the 2023 Annual Meeting proxy statement 22,886,080 899,514 120,872 3,702,829

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13 governance changes filed in the last 30 days. Browse all governance changes →

FIRST CITIZENS BANCSHARES INC /DE/ filing history →

Source: SEC EDGAR

accession 0000798941-23-000023

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