DEF: First Citizens BancShares Sets Date for 2025 Virtual Annual Meeting, Outlines Key Proposals

First Citizens BancShares will hold its 2025 Annual Meeting virtually on April 29, 2025, to vote on director elections, executive compensation, and the ratification of independent accountants.

Summary

• First Citizens BancShares will hold its 2025 Annual Meeting virtually on April 29, 2025.
• Stockholders will vote on the election of 11 directors, an advisory vote on executive compensation, and the ratification of KPMG LLP as independent accountants for 2025.
• The Board of Directors recommends voting FOR all director nominees and FOR Proposals 2 and 3.
• The record date for determining stockholders eligible to vote is March 3, 2025.
• As of the record date, there were 12,527,433 shares of Class A Common and 1,005,185 shares of Class B Common outstanding.
• Net income for 2024 was $2.78 billion, a decrease from $11.47 billion in 2023, primarily due to the SVB Acquisition gain in 2023.
• Net interest income totaled $7.14 billion, an increase of $431 million from 2023.
• Total loans and leases at December 31, 2024, were $140.22 billion, an increase of $6.92 billion from 2023.
• Total deposits at December 31, 2024, were $155.23 billion, an increase of $9.38 billion from 2023.
• The common equity Tier 1 ratio was 12.99% at December 31, 2024.
• The company repurchased 814,641 shares of Class A Common for $1.66 billion during the second half of 2024.
• At December 31, 2024, liquid assets totaled $59.34 billion, representing approximately 27% of total assets.

Sentiment

Score: 6

Explanation: The document presents a mix of positive and negative financial results, with a decrease in net income offset by increases in net interest income, loans, and deposits. The overall sentiment is neutral to slightly positive.

Positives

• Net interest income increased by $431 million from 2023, totaling $7.14 billion.
• Total loans and leases increased by $6.92 billion from 2023, reaching $140.22 billion.
• Total deposits increased by $9.38 billion from 2023, reaching $155.23 billion.
• The company maintained a strong capital position with a common equity Tier 1 ratio of 12.99%.
• The company repurchased 814,641 shares of Class A Common for $1.66 billion during the second half of 2024.
• The company maintained a strong liquidity position with $59.34 billion in liquid assets.

Negatives

• Net income decreased from $11.47 billion in 2023 to $2.78 billion in 2024, primarily due to the SVB Acquisition gain in 2023.

Risks

• The document mentions risks and uncertainties discussed in the most recent Annual Report on Form 10-K and subsequent Securities and Exchange Commission filings.
• Various factors, including future events, may cause actual results, performance, or achievement to differ materially from those expressed or implied by forward-looking statements.

Future Outlook

The document contains forward-looking statements regarding plans, targets, commitments, strategies, and goals, which are subject to risks and uncertainties.

Management Comments

• The document includes a letter from Chairman and Chief Executive Officer Frank B. Holding, Jr., in the Annual Report to Security Holders.
• The document mentions that the CNG Committee believes growth in tangible book value per share is a key driver of long-term value.

Industry Context

The document mentions that the company is a top-20 U.S. financial institution and a member of the Fortune 500.

Comparison to Industry Standards

• The document compares the compensation of each NEO in relation to the 50th percentile of the peer group for similar positions.
• The peer companies used in informing pay decisions for 2024 consisted of twelve publicly traded regional financial institutions that had assets between $70 billion and $560 billion.
• The peer companies included Capital One Financial Corporation, Citizens Financial Group, Inc., Comerica Incorporated, Fifth Third Bancorp, Huntington BancShares Incorporated, KeyCorp, M&T Bank Corporation, The PNC Financial Services Group, Inc., Regions Financial Corporation, Truist Financial Corporation, Webster Financial Corporation, and Zions Bancorporation, National Association.

Related Party Transactions

• FCB has had, and expects to have in the future, banking transactions, including loans, in the ordinary course of its business with certain of its and our current directors, nominees for director, executive officers, principal stockholders, their affiliates, and our other related persons.
• FCB engages in transactions with The Fidelity Bank (Fidelity) and Southern Bank and Trust Company (Southern).
• FCB leases excess space in one of its branches to Twin States Farming, Inc.
• During 2024, through Lee & Associates, a national brokerage firm with an office in Raleigh, N.C., FCB had eight properties for sale (four of which were listed in 2024) located in North Carolina and Virginia for prices estimated to range between approximately $339,000 to $2.8 million, one of which has sold as of February 28, 2025.
• FCB leases real estate used as a branch banking office from a company controlled by Ely Perry, who is Mr. Holdings brother-in-law.
• During 2024, we and FCB obtained professional services from Forvis Mazars, LLP (Forvis Mazars).
• We may, in the ordinary course of our business, engage in transactions with BlackRock, Inc. (together with its affiliates, BlackRock) or The Vanguard Group (Vanguard), or their subsidiaries or affiliates, including selling their products to our clients or placing our clients assets in their funds.
• Certain immediate family members of our and FCBs directors and executive officers also are employed by FCB in non-executive officer positions.

Stakeholder Impact

• The document outlines proposals that directly impact shareholders, including director elections and executive compensation.
• The document provides information about the company's financial performance, which is relevant to shareholders, employees, customers, and other stakeholders.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will continue to monitor and manage risks and uncertainties discussed in the Annual Report on Form 10-K and subsequent filings.

Key Dates