FCNCA_8-K_Voting Results_04.28.2015_Cover


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 28, 2015
_________________________________________________________________
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))






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 28, 2015. At the meeting, BancShares' shareholders voted on:
•
the election of 13 directors for terms of one year each;
•
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 2015 Annual Meeting;
•
a proposal to ratify the appointment of Dixon Hughes Goodman LLP as BancShares’ independent public accountants for 2015; 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 annual meeting.
ELECTION OF DIRECTORS
Name of Nominee  
 
Votes Cast "For"     
 
Votes "Withheld"
 
Broker Nonvotes
John M. Alexander, Jr.
 
22,733,719
 
39,523
 
2,066,304
Victor E. Bell III
 
22,277,842
 
495,400
 
2,066,304
Peter M. Bristow
 
22,575,341
 
197,901
 
2,066,304
Hope H. Bryant
 
22,575,352
 
197,890
 
2,066,304
H. Lee Durham, Jr.
 
22,711,249
 
61,993
 
2,066,304
Daniel L. Heavner
 
22,717,585
 
55,657
 
2,066,304
Frank B. Holding, Jr.
 
22,612,807
 
160,435
 
2,066,304
Robert R. Hoppe
 
22,731,305
 
41,937
 
2,066,304
Lucius S. Jones
 
22,454,025
 
319,217
 
2,066,304
Floyd L. Keels
 
22,694,785
 
78,457
 
2,066,304
Robert E. Mason IV
 
22,695,596
 
77,646
 
2,066,304
Robert T. Newcomb
 
22,716,379
 
56,863
 
2,066,304
James M. Parker
 
22,569,757
 
203,485
 
2,066,304

"SAY-ON-PAY" RESOLUTION
Description of Matter Voted On                 
 
Votes Cast "For"   
 
Votes Cast "Against"
 
Abstained
 
Broker Nonvotes
Proposal to approve a non-binding, advisory resolution to approve compensation paid or provided to named executive officers as disclosed in the 2015 Annual Meeting proxy statement
 
22,446,730
 
248,209
 
78,303
 
2,066,304

APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Description of Matter Voted On                 
 
Votes Cast "For"   
 
Votes Cast "Against"
 
Abstained
 
Broker Nonvotes
Proposal to ratify the appointment of independent accountants
 
24,794,311
 
34,119
 
11,116
 
-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
 
4,585,555
 
18,070,232
 
117,455
 
2,066,304





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 30, 2015
 
By: /s/ Craig L. Nix
 
 
 
 
Craig L. Nix
 
 
 
 
Chief Financial Officer