FIRST CITIZENS BANCSHARES INC /DE/ 8-K

What Happened

• First Citizens BancShares, Inc. filed an 8‑K on May 7, 2026 reporting the results of its Annual Meeting held May 4, 2026. Stockholders elected all 12 director nominees for one‑year terms, approved the non‑binding “say‑on‑pay” advisory vote on executive compensation, and ratified the appointment of KPMG LLP as independent auditors for 2026. A stockholder proposal requesting a report on faith‑based employee resource groups was not approved.

Key Details

• Election of directors: all 12 nominees elected; vote totals varied (examples: Diane E. Morais — 20,346,147 “For”; Robert T. Newcomb — 17,310,360 “For” with 3,093,413 withheld). Broker non‑votes: 4,168,880 across director votes.
• Say‑on‑pay: 20,022,960 “For”, 338,804 “Against”, 42,009 abstained; broker non‑votes 4,168,880.
• Auditor ratification: KPMG LLP ratified with 24,565,642 “For”, 2,455 “Against”, 4,556 abstained.
• Shareholder proposal on faith‑based ERGs: 76,989 “For”, 20,181,692 “Against”, 145,092 abstained.

Why It Matters

• Director elections and the advisory say‑on‑pay vote affect corporate governance and signal shareholder sentiment on board composition and executive compensation. Approval of KPMG as auditor confirms the firm that will audit the company’s 2026 financials. The rejection of the faith‑based ERG report request means management will not be required to produce that report for shareholders. Investors should note these governance outcomes when assessing Board oversight and potential future policy or disclosure changes.