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FCNCA > SEC Filings for FCNCA > Form 8-K on 2-May-2014All Recent SEC Filings

Show all filings for FIRST CITIZENS BANCSHARES INC /DE/

Form 8-K for FIRST CITIZENS BANCSHARES INC /DE/


2-May-2014

Change in Directors or Principal Officers, Submission of Matte


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(a) Approval of Long-Term Incentive Plan

At the annual meeting of shareholders of First Citizens BancShares, Inc. ("BancShares") held on April 29, 2014 (the "2014 Annual Meeting"), BancShares' shareholders approved a Long-Term Incentive Plan (the "Plan") under which awards in the form of cash bonuses may be paid to salaried employees of BancShares' wholly-owned subsidiary, First-Citizens Bank & Trust Company ("FCB"), including employees who serve as officers of BancShares, based upon attainment of pre-established, objective performance goals. The Plan was approved, subject to shareholder approval, by the Boards of Directors of BancShares and FCB on February 26, 2014, effective as of January 1, 2014, and was submitted for the approval of BancShares' shareholders pursuant to the provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended ("Section 162(m)"). The Plan was described in, and a copy was attached as an appendix to, the proxy statement filed by BancShares and distributed to its shareholders in connection with the 2014 Annual Meeting.

The following is a summary description of the terms and conditions of the Plan. This summary description is qualified in its entirety by reference to the Plan itself, a copy of which, as it was approved by shareholders, is attached as an exhibit to this report.

Purpose. The Plan is intended to promote a closer identification of the interests of participants to whom awards are granted with BancShares' corporate interests and the interests of BancShares' shareholders and to stimulate participants' efforts to enhance BancShares' efficiency, profitability, growth and value.

Eligibility. All salaried employees of FCB and its affiliates (including BancShares' and FCB's executive officers) are eligible to participate in the Plan. BancShares' and FCB's joint Compensation, Nominations and Governance Committee (the "Committee") from time to time, on an annual or other periodic basis, will select eligible employees to whom awards will be granted. In the case of "covered employees" (which is defined in Section 162(m) as BancShares' chief executive officer and four other highest paid executive officers, other than the chief financial officer), the Committee's selection generally must be made during the first 90 days of the relevant "performance period" for which they are being selected (as described below) and before 25% of the performance period has passed. A participant's selection for one performance period will not guarantee that he or she will be selected to participate in any other performance period.

Currently, a total of approximately 1,957 employees, including BancShares' and FCB's current executive officers, are eligible to be selected for participation in the Plan. Non-employee directors and non-employee service providers are not eligible to participate.

Administration; Amendment and Termination. The Plan will be administered by the Committee, or by a subcommittee of the Committee. Subject to the terms of the Plan, the Committee will have the authority and discretion to take any action with respect to the Plan, including but not limited to the authority to:
determine all matters related to awards, including the selection of individuals to whom awards will be granted and the terms, conditions, restrictions and limitations of each award; and construe and interpret the Plan and any related documents or instruments evidencing awards, establish and interpret rules and regulations for the administration of the Plan, and make all other determinations necessary or advisable for administering the Plan.

In certain circumstances, the Committee may delegate administration of the Plan, including authority to grant awards (other than to covered employees) and make other determinations with respect to such awards, subject to any restrictions imposed by applicable laws, rules and regulations and terms and conditions that may be established under the Plan or by the Committee.

The Committee currently consists of four directors who BancShares' management believes are independent directors under the listing requirements of The NASDAQ Stock Market and outside directors under the requirements of Section 162(m).

BancShares' Board of Directors may amend, discontinue or terminate the Plan in whole or in part at any time, subject to shareholder approval of any amendments if required by applicable laws, rules or regulations, and to participant consent if any such action may adversely affect any award earned and payable under the Plan at that time. However, the Committee has unilateral authority to amend the Plan and any award (without participant consent) to the extent necessary to comply with applicable laws, rules or regulations or changes to applicable laws, rules and regulations, and to reduce or eliminate an award.


The Committee also has the authority to make adjustments to awards and performance objectives upon the occurrence of certain unusual or nonrecurring events or other similar circumstances, as described in the Plan. In addition, the Committee's authority to grant awards and authorize payments under the Plan does not restrict its authority to grant compensation to employees under other compensation plans or programs.

Grant of Awards; Performance Objectives. When the Committee grants awards under the Plan, it will establish a "performance period" during which performance will be measured, establish one or more specific written performance objectives and specific goals for each participant and/or for each group of participants for that performance period, and assign to each participant a target cash bonus award for the performance period. A performance period may be coincident with one or more of BancShares' fiscal years, or any portions thereof, and performance periods may be overlapping. Each participant may earn a percentage (which may exceed 100%) of his or her target cash bonus award for each performance period based on the extent of attainment of the written performance goals established by the Committee for the relevant performance period.

The performance objectives may be based on individual, business unit/function, or corporate performance, or any combination thereof. If a participant's performance goals are based on a combination of individual performance, business unit/function performance and/or corporate performance, the Committee may weight the importance of each type of performance that applies to the participant by assigning a percentage to it. However, in the case of covered employees, the performance objectives must be objective and must be based upon one or more of the following criteria, as determined by the Committee: (1) revenues or sales;
(2) gross margins; (3) earnings per share; (4) consolidated earnings before or . . .



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

At the annual meeting of shareholders of First Citizens BancShares, Inc. ("BancShares") held on April 29, 2014 (the "2014 Annual Meeting"), BancShares' shareholders voted on:
the election of 12 directors for terms of one year each;

         as described in Item 5.08 below, a proposal to adopt and approve an
          amendment to BancShares' Restated Certificate of Incorporation to (1)
          authorize a new class of capital stock consisting of 10,000,000 shares
          of undesignated preferred stock, and (2) delete an unnecessary
          provision which specified the address of BancShares' principal place of
          business;


         as described in Item 5.02(a) above, a proposal to approve a Long-Term
          Incentive Plan pursuant to the provisions of Section 162(m) of the
          Internal Revenue Code of 1986, as amended;


         a proposal to approve a non-binding, advisory "say-on-pay" resolution
          to approve compensation paid or provided to BancShares' named executive
          officers as disclosed in the proxy statement for the 2014 Annual
          Meeting;


         a proposal to ratify the appointment of Dixon Hughes Goodman LLP as
          BancShares' independent public accountants for 2014; and


         a proposal submitted by a shareholder regarding the voting rights of a
          class of BancShares' stock.


The following tables reflect the final results of the voting at the 2014 Annual Meeting.

                             ELECTION OF DIRECTORS

Name of Nominee        Votes Cast   Votes     Broker
                         "For"    "Withheld" Nonvotes
John M. Alexander, Jr. 20,466,403  110,824   1,903,364
Victor E. Bell III     20,503,788   73,439   1,903,364
Hope Holding Bryant    20,449,256  127,971   1,903,364
Hubert M. Craig III    20,535,252   41,975   1,903,364
H. Lee Durham, Jr      20,532,115   45,112   1,903,364
Daniel L. Heavner      20,544,015   33,212   1,903,364
Frank B. Holding, Jr   20,448,190  129,037   1,903,364
Lucius S. Jones        20,458,964  118,263   1,903,364
Robert E. Mason IV     20,536,782   40,445   1,903,364
Robert T. Newcomb      20,518,856   58,371   1,903,364
James M. Parker        20,377,004  200,223   1,903,364
Ralph K. Shelton       20,460,126  117,101   1,903,364

AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION

Description of Votes Cast Votes Cast Broker Matter Voted On "For" "Against" Abstained Nonvotes Proposal to adopt and approve
an amendment to BancShares'
Restated Certificate of Incorporation 16,470,067 4,103,764 30,292 1,876,468

LONG-TERM INCENTIVE PLAN

Description of Votes Cast Votes Cast Broker Matter Voted On "For" "Against" Abstained Nonvotes Proposal to approve a
Long-Term Incentive Plan 20,247,328 278,162 51,737 1,903,364

                            "SAY-ON-PAY" RESOLUTION

           Description of             Votes Cast  Votes Cast               Broker
           Matter Voted On               "For"    "Against"   Abstained   Nonvotes
Proposal to approve a non-binding,
advisory
 resolution to approve compensation
paid
 or provided to named executive
officers
 as disclosed in the 2014 Annual
Meeting
 proxy statement                      20,299,741     218,258    59,228    1,903,364

                     APPOINTMENT OF INDEPENDENT ACCOUNTANTS

          Description of           Votes Cast Votes Cast             Broker
         Matter Voted On             "For"    "Against"  Abstained  Nonvotes
Proposal to ratify the appointment
 of independent accountants        22,395,567     36,581    48,443    -0-


           SHAREHOLDER PROPOSAL ON VOTING RIGHTS OF A CLASS OF STOCK

          Description of           Votes Cast Votes Cast             Broker
         Matter Voted On             "For"    "Against"  Abstained  Nonvotes
Shareholder proposal regarding the
 voting rights of a class of stock  4,513,223 15,866,357   197,647  1,903,364



Item 8.01. Other Events

At the annual meeting of shareholders of First Citizens BancShares, Inc. ("BancShares") held on April 29, 2014 (the "2014 Annual Meeting"), BancShares' shareholders adopted and approved an amendment to BancShares' Restated Certificate of Incorporation to:

(1) authorize a new class of capital stock consisting of 10,000,000 shares of undesignated preferred stock, and

(2) delete Article VII of the Restated Certificate of Incorporation which provided for an identification of the address of BancShares' principal place of business.

The amendment was described in the proxy statement filed by BancShares and distributed to its shareholders in connection with the 2014 Annual Meeting, and it was filed with the Delaware Secretary of State and became effective on April 30, 2014. A complete copy of BancShares' Restated Certificate of Incorporation, as so amended, is attached as an exhibit to this report.



Item 9.01. Financial Statements and Exhibits

The following exhibits are filed as part of this report.

   Exhibit Number                            Description
                     Restated Certificate of Incorporation, as amended effective
        3.1          April 30, 2014
                     Long-Term Incentive Plan, as approved by shareholders on
        10.1         April 29, 2014
        10.2         Form of Long-Term Incentive Plan Award Agreement

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