Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 29, 2019, the Board of Directors of First Citizens BancShares, Inc. (“BancShares”) adopted, effective January 1, 2019, an amended and restated First-Citizens Bank & Trust Company Long-Term Incentive Plan (the “Amended LTIP”). The Amended LTIP amends and restates in its entirety the prior Long-Term Incentive Plan, previously approved by the shareholders on April 29, 2014 (the “Prior Plan”), which was described in a Form 8-K filed by BancShares on May 2, 2014. The Amended LTIP continues to provide for the granting of awards in the form of cash bonuses, which may be paid to salaried employees of BancShares’ wholly-owned subsidiary, First-Citizens Bank & Trust Company (“FCB”), including employees who serve as officers of BancShares, based upon attainment of pre-established, objective performance goals.
The Amended LTIP amends the Prior Plan to, among other matters:
|
|
|
|
•
|
remove certain terms, conditions, definitions and requirements relating to the qualified performance-based exception to Section 162(m) of the Internal Revenue Code of 1986, as amended, which was repealed by 2017 tax reform legislation;
|
|
|
|
|
•
|
increase the maximum amount of awards that may be paid under the Amended LTIP to any one participant in any one fiscal year to $7,000,000; and
|
|
|
|
|
•
|
include a provision expressly indicating that awards paid to participants are subject to the provisions of any existing clawback policy, including, without limitation, FCB’s Incentive Compensation Policy.
|
The foregoing description of the Amended LTIP and its changes does not purport to be complete and is qualified in its entirety by the full text of the Amended LTIP, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 29, 2019, Registrant announced its results of operations for the quarter ended September 30, 2019. A copy of Registrant's press release issued this date is attached as Exhibit 99.1 to this Report and is incorporated by reference into this Report.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibit accompanies this report.
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
10.1
|
|
|
|
|
|
99.1
|
|
|
Disclosures About Forward Looking Statements
This Current Report on Form 8-K (this “Report”) may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. For the purposes of these discussions, any statements that are not statements of historical fact may be deemed to be forward looking statements. Such statements are often characterized by the use of qualifying words such as “expects,” “anticipates,” “believes,” “estimates,” “plans,” “projects,” or other statements concerning opinions or judgments of BancShares and its management about future events. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those described in the statements. Forward-looking statements in this Report include statements regarding BancShares’ expectations regarding the benefits of the Merger, other statements concerning opinions or judgments of BancShares and its management about future events, future financial and operating results and the respective plans, objectives, and intentions, the benefits to FCB of the Merger, and when the Merger will be completed. The accuracy of such forward-looking statements could be affected by factors beyond BancShares’ control, including, but not limited to, the failure to obtain or delays in the receipt of regulatory approvals that must be received before the Merger may be completed, the failure to obtain or delays in the satisfaction or waiver of other conditions to the consummation of the Merger, uncertainties as to the Merger, the risk the Merger may not be completed in a timely manner or at all, the risk that the cost savings and any revenue synergies from the Merger may not be realized or take longer than anticipated to be realized, disruption from the Merger with customer, supplier, or employee relationships, the occurrence of any event, change, or other circumstances that could give rise to the termination of the merger agreement, the possibility that the amount of the costs, fees, expenses, and charges related to the Merger may be greater than anticipated, including as a result of unexpected or unknown factors, events, or liabilities, the risk of potential litigation or regulatory action related to the Merger, general competitive, economic, political, and market conditions, and difficulties experienced in the integration of the businesses of Entegra and FCB. These forward-looking statements are made only as of the date of this Report, and BancShares undertakes no obligation to revise or update these statements following the date of this Report, except as may be required by law.