First Citizens BancShares (FCNCA) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 4, 2026, with voting on four proposals: election of 12 directors, advisory say-on-pay, ratification of KPMG LLP as independent accountants, and a shareholder proposal on faith-based employee resource groups.

• Voting rights are allocated as one vote per Class A share and 16 votes per Class B share, with a record date of March 6, 2026.

• The board recommends voting for all director nominees, for the say-on-pay and auditor ratification, and against the shareholder proposal.

• The company emphasizes its client-centric, long-term, relationship-based culture, and strong risk management, with over $200 billion in assets and a workforce of more than 18,000.

Voting matters and shareholder proposals

• Proposal 1: Election of 12 directors for one-year terms; plurality required.

• Proposal 2: Advisory vote on executive compensation (say-on-pay); majority required.

• Proposal 3: Ratification of KPMG LLP as independent accountants; majority required.

• Proposal 4: Shareholder proposal requesting a report on faith-based employee resource groups; board recommends against.

Board of directors and corporate governance

• Eight of 12 director nominees are independent; all Audit and CNG Committee members are independent.

• Annual election of directors and Lead Independent Director; board diversity in gender, race, and tenure.

• Board committees include Audit, Risk, Technology, Trust, and Compensation, Nominations and Governance (CNG).

• Anti-hedging and anti-pledging policies in place for directors and executives.