UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 28, 2014
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First Citizens BancShares, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 001-16715 | 56-1528994 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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4300 Six Forks Road; Raleigh, North Carolina | 27609 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (919) 716-7000
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 6, 2014, First Citizens BancShares, Inc. ("BancShares") announced that Craig L. Nix had been elected to serve as Chief Financial Officer of BancShares and its bank subsidiary, First-Citizens Bank & Trust Company ("FCB/NC"), effective that day. Mr. Nix was elected by the Board of Directors on October 28, 2014, and will replace BancShares' and FCB/NC's current Chief Financial Officer, Glenn D. McCoy, who BancShares previously reported would retire following BancShares' acquisition by merger of First Citizens Bancorporation, Inc. ("Bancorp"). The merger became effective October 1, 2014. Mr. McCoy retired from his positions with BancShares and FCB/NC effective November 5, 2014. A copy of BancShares' November 6, 2014 press release announcing Mr. Nix's election and Mr. McCoy's retirement is attached as Exhibit 99.1 to this Report.
Mr. Nix (age 43) previously served as Executive Vice President and Chief Financial Officer of Bancorp from 2001 until its merger into BancShares. As previously reported, when the merger became effective he became Vice President - Finance of BancShares and Executive Vice President ‑ Finance of FCB/NC. He continues to serve as Chief Financial Officer of Bancorp's former bank subsidiary, First Citizens Bank and Trust Co., Inc. ("FCB/SC"), which became a subsidiary of BancShares in connection with the merger. Mr. Nix's position with FCB/SC will continue until the merger of FCB/SC into FCB/NC which is expected to occur during the first quarter of 2015.
Mr. Nix's base salary and other compensatory arrangements agreed to by FCB/NC were previously disclosed in BancShares' Current Report on Form 8-K dated June 20, 2014. In addition, the Agreement and Plan of Merger between BancShares and Bancorp required BancShares or FCB/NC to assume FCB/SC's obligations to Mr. Nix under various other compensatory arrangements that were in effect between FCB/SC and him at the time of the merger, including: FCB/SC's Long-Term Compensation Plan, Senior Executive Management Incentive Plan, 409A Plan, Deferred Compensation Plan, and Pension Plan; and, an Employee Consultation, Post-Retirement, Non-Competition and Death Benefit Agreement. Those other arrangements were previously disclosed in Amendment No. 1 to BancShares' Registration Statement on Form S-4 filed on August 6, 2014.
In connection with Mr. McCoy's retirement, on November 5, 2014, he and FCB/NC entered into a Retirement and Consultation Agreement and Release (the "Retirement Agreement") which provides for:
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(1) | Mr. McCoy to be paid his normal salary through November 5, 2014, plus $962 for his 2014 unused paid time off, and to retain all his vested benefits under FCB/NC's benefit and retirement plans; |
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(2) | Mr. McCoy to remain eligible for a pro rata award under FCB/NC's Long-Term Incentive Plan for 2014, which will be calculated following the end of 2014 in accordance with the terms and conditions of the plan; |
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(3) | Mr. McCoy to provide consulting services to FCB/NC as an independent contractor on an as-requested basis (not to exceed 80 hours per month) for three months (December 1, 2014 until February 28, 2015), for which FCB/NC will pay him $20,000 per calendar month; |
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(4) | various covenants and releases under which Mr. McCoy agreed to (i) not solicit the customers or employees, or disclose confidential or proprietary information, of BancShares or FCB/NC in return for FCB/NC's payment to him on or before January 15, 2015, of $333,333, and (ii) a release of claims and a non-disparagement agreement in return for FCB/NC's payment to him on or before January 15, 2015, of $166,667; and |
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(5) | FCB/NC to pay McCoy a cash bonus for services during 2014 in the amount of $100,000 minus the amount of any award paid to him under the Long-Term Incentive Plan as described in (2) above. |
Item 8.01. Other Events.
On November 6, 2014, BancShares distributed a press release announcing the election of Craig L. Nix as Chief Financial Officer of BancShares and FCB/NC, and the retirement of BancShares' and FCB/NC's current Chief Financial Officer, Glenn D. McCoy, as described above. A copy of the press release is attached as Exhibit 99.1 to this Report.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed with this report.
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Exhibit Number | | Exhibit Description |
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99.1 | BancShares' press release dated November 6, 2014 |
SIGNATURES
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.
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| | | First Citizens BancShares, Inc. | |
| | | (Registrant) | |
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Date: | November 6, 2014 | | By: /s/ EDWARD L. WILLINGHAM, IV. | |
| | | Edward L. Willingham, IV. | |
| | | Chief Operating Officer | |
EXHIBIT 99.1
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For Immediate Release | Contacts: | Barbara Thompson | |
November 6, 2014 | | First Citizens BancShares | |
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NIX ELECTED CHIEF FINANCIAL OFFICER AT FIRST CITIZENS
RALEIGH, N.C. - First Citizens BancShares announced that Craig L. Nix has been elected by the company’s board of directors to serve as chief financial officer of BancShares and its First Citizens Bank subsidiary, effective today (Nov. 6, 2014).
Nix replaces Glenn D. McCoy who retired yesterday (Nov. 5) as CFO. It was previously announced that McCoy would retire at a date following the Oct. 1 merger of First Citizens Bancorporation of South Carolina into BancShares and that Nix would become CFO.
“Craig is highly experienced and well respected in the banking industry, and we welcome him as our CFO,” said Frank Holding, chairman and chief executive officer of First Citizens BancShares. “His broad expertise in finance and his extensive leadership qualities will be invaluable to our company.”
As CFO, Nix is responsible for all corporate finance functions, including accounting, financial strategy, Basel III and the tax, treasurer and vendor management groups.
Nix, 43, previously served as executive vice president and chief financial officer of Bancorporation from 2001 until its merger into Bancshares. At the time of the merger, Nix became vice president of finance for BancShares and executive vice president of finance for First Citizens Bank of North Carolina. He will continue to serve as CFO of First Citizens Bank and Trust Company of South Carolina until it merges into First Citizens Bank of North Carolina, which is expected in early 2015.
Nix joined First Citizens of South Carolina in 1999 as senior vice president and controller. He has a bachelor’s degree from the University of South Carolina. He is a graduate of Vanderbilt University’s BAI (Bank Administration Institute) and the Graduate School of Bank Financial Management. He is also a certified public accountant.
In the Columbia, S.C., community, Nix has served as a member of Junior Achievement’s board of directors and as a member of the Depository Institutions Expert Panel (AICPA Task Force). He previously served as a board member and executive committee member for City Center Partnership, as a member of the board of advisors for the University of South Carolina’s Business Partnership Foundation and as a revenue task force member of Resources for a Competitive South Carolina. In 2011, Nix received a Distinguished Young Alumnus award from the University of South Carolina’s Moore School of Business.
Founded in 1898 and headquartered in Raleigh, N.C., First Citizens Bank serves customers at nearly 400 branches in 17 states and the District of Columbia. First Citizens Bank is a major subsidiary of First Citizens BancShares Inc. (Nasdaq: FCNCA), which has $30 billion in assets. BancShares’ other banking subsidiary is First Citizens Bank and Trust Company of South Carolina, which serves customers from more than 175 branches in South Carolina and Georgia. For more information, call toll free 1.888.FC DIRECT (1.888.323.4732) or visit firstcitizens.com. First Citizens Bank. Forever First®.
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