First Citizens Bancshares Files Definitive Proxy Statement

Ticker: FCNCN · Form: DEF 14A · Filed: Mar 15, 2024 · CIK: 798941

First Citizens Bancshares Inc /De/ DEF 14A Filing Summary
FieldDetail
CompanyFirst Citizens Bancshares Inc /De/ (FCNCN)
Form TypeDEF 14A
Filed DateMar 15, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$200 billion, $107.54 b, $68.47 billion, $56.01 billion, $11.41 b
Sentimentneutral

Sentiment: neutral

Topics: proxy statement, DEF 14A, shareholder meeting, executive compensation, corporate governance

TL;DR

<b>First Citizens Bancshares Inc. files its definitive proxy statement (DEF 14A) on March 15, 2024.</b>

AI Summary

FIRST CITIZENS BANCSHARES INC /DE/ (FCNCN) filed a Proxy Statement (DEF 14A) with the SEC on March 15, 2024. Filing is a DEF 14A, a definitive proxy statement. Company name: FIRST CITIZENS BANCSHARES INC /DE/. Central Index Key: 0000798941. Standard Industrial Classification: 6022 (State Commercial Banks). Filing date: 2024-03-15.

Why It Matters

For investors and stakeholders tracking FIRST CITIZENS BANCSHARES INC /DE/, this filing contains several important signals. This filing is a routine proxy statement, indicating it's related to shareholder meetings and voting matters. The DEF 14A form is typically used for soliciting proxies for annual or special meetings of security holders.

Risk Assessment

Risk Level: low — FIRST CITIZENS BANCSHARES INC /DE/ shows low risk based on this filing. The filing is a standard DEF 14A, which is a routine disclosure and does not contain new financial performance data or strategic announcements that would inherently alter risk.

Analyst Insight

Review the proxy statement for details on executive compensation, board nominations, and any shareholder proposals to understand management's priorities and potential shareholder influence.

Key Numbers

  • 2024-03-15 — Filing Date (DEF 14A filing date)
  • 2024-05-01 — Period of Report (Conformed period of report)
  • 0000798941 — Central Index Key (Filer's Central Index Key)
  • 6022 — SIC Code (Standard Industrial Classification)

Key Players & Entities

  • FIRST CITIZENS BANCSHARES INC /DE/ (company) — Filer
  • 0000798941 (company) — Central Index Key
  • 6022 (company) — Standard Industrial Classification
  • DE (company) — State of Incorporation
  • NC (company) — State of Business Address
  • RALEIGH (company) — City of Business Address

FAQ

When did FIRST CITIZENS BANCSHARES INC /DE/ file this DEF 14A?

FIRST CITIZENS BANCSHARES INC /DE/ filed this Proxy Statement (DEF 14A) with the SEC on March 15, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by FIRST CITIZENS BANCSHARES INC /DE/ (FCNCN).

Where can I read the original DEF 14A filing from FIRST CITIZENS BANCSHARES INC /DE/?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by FIRST CITIZENS BANCSHARES INC /DE/.

What are the key takeaways from FIRST CITIZENS BANCSHARES INC /DE/'s DEF 14A?

FIRST CITIZENS BANCSHARES INC /DE/ filed this DEF 14A on March 15, 2024. Key takeaways: Filing is a DEF 14A, a definitive proxy statement.. Company name: FIRST CITIZENS BANCSHARES INC /DE/. Central Index Key: 0000798941.

Is FIRST CITIZENS BANCSHARES INC /DE/ a risky investment based on this filing?

Based on this DEF 14A, FIRST CITIZENS BANCSHARES INC /DE/ presents a relatively low-risk profile. The filing is a standard DEF 14A, which is a routine disclosure and does not contain new financial performance data or strategic announcements that would inherently alter risk.

What should investors do after reading FIRST CITIZENS BANCSHARES INC /DE/'s DEF 14A?

Review the proxy statement for details on executive compensation, board nominations, and any shareholder proposals to understand management's priorities and potential shareholder influence. The overall sentiment from this filing is neutral.

How does FIRST CITIZENS BANCSHARES INC /DE/ compare to its industry peers?

First Citizens Bancshares operates within the commercial banking sector, a highly regulated industry focused on deposit-taking, lending, and financial services.

Are there regulatory concerns for FIRST CITIZENS BANCSHARES INC /DE/?

As a commercial bank, First Citizens Bancshares is subject to extensive regulation by federal and state authorities, including the Federal Reserve and state banking departments, covering capital requirements, consumer protection, and operational stability.

Industry Context

First Citizens Bancshares operates within the commercial banking sector, a highly regulated industry focused on deposit-taking, lending, and financial services.

Regulatory Implications

As a commercial bank, First Citizens Bancshares is subject to extensive regulation by federal and state authorities, including the Federal Reserve and state banking departments, covering capital requirements, consumer protection, and operational stability.

What Investors Should Do

  1. Review the proxy statement for details on director nominations and qualifications.
  2. Examine executive compensation packages and any proposed changes.
  3. Identify any shareholder proposals and the company's stance on them.

Year-Over-Year Comparison

This filing is a DEF 14A, which is a standard proxy statement and does not represent a change in financial reporting compared to previous filings.

Filing Stats: 4,470 words · 18 min read · ~15 pages · Grade level 13.3 · Accepted 2024-03-15 16:31:36

Key Financial Figures

  • $200 billion — S. financial institution with more than $200 billion in assets and more than 500 branches an
  • $107.54 b — solidated total assets of approximately $107.54 billion, including $68.47 billion in loan
  • $68.47 billion — pproximately $107.54 billion, including $68.47 billion in loans, and assumed $56.01 billion in
  • $56.01 billion — ng $68.47 billion in loans, and assumed $56.01 billion in deposits. This transformational acqu
  • $11.41 b — me available to common stockholders was $11.41 billion, an increase of $10.36 billion fr
  • $10.36 billion — ders was $11.41 billion, an increase of $10.36 billion from $1.05 billion for the prior year.
  • $1.05 billion — ion, an increase of $10.36 billion from $1.05 billion for the prior year. Net income per dilu
  • $784 — d common share for the current year was $784.51, an increase from $67.40 for the pri
  • $67.40 — rent year was $784.51, an increase from $67.40 for the prior year. Our return on avera
  • $9.81 billion — s from the SVB Acquisition, including a $9.81 billion preliminary after tax gain on acquisiti
  • $6.71 b — record full-year net interest income of $6.71 billion, an increase of $3.77 billion or
  • $3.77 billion — income of $6.71 billion, an increase of $3.77 billion or 128% from 2022, due primarily to the
  • $12.08 b — t – Noninterest income for the year was $12.08 billion, an increase of $9.94 billion fro
  • $9.94 billion — year was $12.08 billion, an increase of $9.94 billion from the prior year. The increase was p
  • $133.30 b — s and leases at December 31, 2023, were $133.30 billion, an increase of $62.52 billion or

Filing Documents

Executive Compensation Components

Executive Compensation Components 46 EXECUTIVE OFFICERS 55

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 56 Summary 56 Grants of Plan-Based Awards 58 Retirement Benefits and Separation from Service Payments 61 Nonqualified Deferred Compensation 64 Potential Payments upon Termination of Employment 66 Pay Ratio 67 Compensation Committee Interlocks and Insider Participation 68 PAY VERSUS PERFORMANCE 69 DIRECTOR COMPENSATION 73 TRANSACTIONS WITH RELATED PERSONS 76 Our Policy 76 Related Person Transactions Since January 1, 2023 76 BENEFICIAL OWNERSHIP OF OUR EQUITY SECURITIES 79 Directors and Executive Officers 79 Hedging Policy 80 Pledging Policy 80 Principal Stockholders 82 Delinquent Section 16(a) Reports 83 PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION 84 PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS 86 Appointment of Independent Accountants 86 Services and Fees during 2023 and 2022 87 PROPOSAL 4: STOCKHOLDER PROPOSAL REQUESTING REPORT ON RISKS OF POLITICIZED DE-BANKING 88 FREQUENTLY ASKED QUESTIONS ABOUT THE VIRTUAL ANNUAL MEETING 91 RECOMMENDATIONS OF NOMINEES 96 PROPOSALS FOR 2025 ANNUAL MEETING 97 ANNUAL REPORT ON FORM 10-K 97 I MPORTANT N OTICE R EGARDING THE A VAILABILITY OF P ROXY M ATERIALS FOR THE V IRTUAL S TOCKHOLDER M EETING TO BE H ELD ON M AY 1, 2024. The notice of meeting, proxy statement, and annual report to security holders are available at: www.proxyvote.com. Cautionary Note Regarding Forward-Looking Statements and Website References Certain statements in this proxy statement are "forward-looking statements" within the meaning of the "safe harbor" provision of the Private Securities Litigation Reform Act of 1995, as amended, including but not limited to statements included in the letter from Chairman and Chief Executive Officer Frank B. Holding, Jr., and in the section titled "2023 Business Highlights." All statements other than statements of historical or current facts, including sta

executive compensation

executive compensation Majority of votes entitled to be cast with respect to shares of Class A Common and Class B Common represented at the meeting and voting together as one class VOTE "FOR" PROPOSAL 2 84 3 Ratification of appointment of independent accountants Majority of votes entitled to be cast with respect to shares of Class A Common and Class B Common represented at the meeting and voting together as one class VOTE "FOR" PROPOSAL 3 86 Proposal Submitted by a Stockholder 4 Proposal requesting a report on the risks of politicized de-banking, if properly presented during the meeting by or on behalf of the stockholder Majority of votes entitled to be cast with respect to shares of Class A Common and Class B Common represented at the meeting and voting together as one class VOTE "AGAINST" PROPOSAL 4 88 Stockholders also will vote on such other matters as may properly come before the meeting. However, our Board of Directors currently knows of no matters that may be voted on at the Annual Meeting other than the matters listed above. Proxy Voting Methods Record holders of our common stock may vote in the following ways. More detailed instructions for voting are contained in this proxy statement under the heading "FREQUENTLY ASKED QUESTIONS ABOUT THE VIRTUAL ANNUAL MEETING ." INTERNET Visit www.proxyvote.com and follow the instructions on your proxy card. TELEPHONE Call 1-800-690-6903 and follow the instructions on your proxy card. MAIL Mark, sign, and date your proxy card and mail it in the enclosed envelope. DURING THE MEETING Vote online during the meeting by following the instructions on the virtual meeting platform. Even if you plan to participate remotely in the virtual Annual Meeting, to ensure that your shares will be represented at the meeting we encourage record holders of shares to vote their shares in advance online, by phone, or by mail, and beneficial holders of shares held in "street name" to give their vot

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