Form 8-K - 2013 Voting Results


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): April 23, 2013


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)
(I.R.S. Employer
Identification Number)

 
 
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

___________________________



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))





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

The 2013 annual meeting of shareholders of First Citizens BancShares, Inc. (“BancShares”) was held on April 23, 2013. At the meeting, the shareholders:
•
voted on the election of 13 directors for terms of one year each;
•
voted on a non-binding, advisory “say-on-pay” resolution to approve compensation paid or provided to BancShares' executive officers as disclosed in the proxy statement for the annual meeting;
•
voted on a proposal to ratify the appointment of Dixon Hughes Goodman LLP as BancShares' independent public accountants for 2013; and
•
voted on a shareholder proposal regarding the voting rights of a class of BancShares' stock.

The following tables describe the final results of the voting at the annual meeting.

Election of Directors

      Name of Nominee  
Votes Cast
     "For"     
Votes
"Withheld"
Broker
Nonvotes
John M. Alexander, Jr.
17,465,286
1,618,471
1,431,467
Victor E. Bell III
17,465,286
1,618,471
1,431,467
Hope Holding Connell
18,333,468
750,289
1,431,467
Hubert M. Craig III
17,361,833
1,721,924
1,431,467
H. Lee Durham, Jr.
17,456,868
1,626,889
1,431,467
Daniel L. Heavner
18,405,087
678,670
1,431,467
Frank B. Holding
18,332,816
750,941
1,431,467
Frank B. Holding, Jr.
18,282,020
801,737
1,431,467
Lucius S. Jones
18,426,414
657,343
1,431,467
Robert E. Mason IV
18,405,175
678,582
1,431,467
Robert T. Newcomb
18,155,185
928,572
1,431,467
James M. Parker
18,255,403
828,354
1,431,467
Ralph K. Shelton
18,414,454
669,303
1,431,467


“Say-on-Pay” Resolution

                     Description of
                  Matter Voted On                 
Votes Cast
    "For"   
Votes Cast
"Against"
Abstained
Broker
Nonvotes
Non-binding, advisory resolution to
  approve compensation paid or provided
  to executive officers as disclosed in the
  annual meeting proxy statement
18,889,929
155,399
38,429
1,431,467







Ratification of Appointment of Independent Accountants

               Description of
            Matter Voted On            
Votes Cast
    "For"   
Votes Cast
"Against"
Abstained
Broker
Nonvotes
Ratification of the appointment
  of independent accountants
20,384,109
125,773
5,342
-0-


Shareholder Proposal on Voting Rights of a Class of Stock

                Description of
              Matter Voted On              
Votes Cast
    "For"   
Votes Cast
"Against"
Abstained
Broker
Nonvotes
Shareholder proposal regarding the
  voting rights of a class of stock
6,295,837
12,127,499
660,421
1,431,467


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:
April 29, 2013
By:
/s/ GLENN D. McCOY
 
 
 
 
Glenn D. McCoy
 
 
 
 
Chief Financial Officer