0000798941falseFirst Citizens BancShares Inc /DE/00007989412024-05-012024-05-010000798941us-gaap:CommonClassAMember2024-05-012024-05-010000798941us-gaap:SeriesAPreferredStockMember2024-05-012024-05-010000798941us-gaap:SeriesCPreferredStockMember2024-05-012024-05-01

Date of Report (Date of earliest event reported): May 1, 2024

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(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (919) 716-7000

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(Former name or former address, if changed since last report)

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 2024 Annual Stockholder’s Meeting (the “Annual Meeting”) of First Citizens BancShares, Inc. (the “Company”) was held on May 1, 2024. At the meeting, the Company's stockholders voted on the following proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 15, 2024:

•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 the Company's named executive officers as disclosed in the proxy statement for the Annual Meeting;

•a proposal to ratify the appointment of KPMG LLP as the Company's independent public accountants for 2024; and

•a stockholder proposal requesting a report on the risks of politicized de-banking.

The following tables reflect the final results of the voting at the Annual Meeting. Stockholders elected the 13 nominees for director and approved the “say-on-pay” resolution and the proposal to ratify the appointment of independent accountants. Stockholders did not approve the stockholder proposal requesting a report on the risks of politicized de-banking.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit accompanies this Report:

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.