Document


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) April 24, 2018
_________________________________________________________________
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

________________________________________________________________________________

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))

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 Annual Meeting of shareholders of First Citizens BancShares, Inc. ("BancShares") was held on April 24, 2018. At the meeting, BancShares' shareholders voted on:
•
the election of 12 directors for terms of one year each;
•
a non-binding advisory “say-on-pay” proposal to approve compensation paid or provided to BancShares’ named executive officers as disclosed in the proxy statement for the Annual Meeting; and
•
a proposal to ratify the appointment of Dixon Hughes Goodman LLP as BancShares’ independent public accountants for 2018.

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
John M. Alexander, Jr.
 
22,314,849

 
997,385

 
2,281,180

Victor E. Bell III
 
23,014,212

 
298,022

 
2,281,180

Peter M. Bristow
 
22,980,460

 
331,774

 
2,281,180

Hope H. Bryant
 
22,978,059

 
334,175

 
2,281,180

H. Lee Durham, Jr.
 
22,163,940

 
1,148,294

 
2,281,180

Daniel L. Heavner
 
22,319,890

 
992,344

 
2,281,180

Frank B. Holding, Jr.
 
23,083,022

 
229,212

 
2,281,180

Robert R. Hoppe
 
23,145,278

 
166,956

 
2,281,180

Floyd L. Keels
 
22,338,083

 
974,151

 
2,281,180

Robert E. Mason IV
 
23,095,199

 
217,035

 
2,281,180

Robert T. Newcomb
 
22,814,984

 
497,250

 
2,281,180

James M. Parker
 
22,965,444

 
346,790

 
2,281,180

"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 2018 Annual Meeting proxy statement
 
22,886,343

 
267,324

 
158,567

 
2,281,180


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 independent accountants for 2018
 
25,427,713

 
123,915

 
41,786

 
-0-




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 26, 2018
 
By: /s/ Craig L. Nix
 
 
 
 
Craig L. Nix
 
 
 
 
Chief Financial Officer