Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: There were no repurchases of our common stock during the quarter ended March 31, 2022.
−Removed: MERGER PERFORMANCE PLAN
−Removed: On May 5, 2022, First Citizens BancShares, Inc.
−Removed: (“BancShares”) adopted the First-Citizens Bank & Trust Company Merger Performance Plan (the “Merger Performance Plan”).
−Removed: The purpose of the Merger Performance Plan is to motivate and reward eligible employees of BancShares’ wholly owned subsidiary First-Citizens Bank & Trust Company (the “Bank”) or an affiliate thereof (collectively, the “Company”) with significant involvement in merger integration work following the Company’s acquisition of another financial institution by making a portion of their annual cash compensation dependent on the achievement of conversion and financial milestones, as well as Company and individual performance.
−Removed: The joint Compensation, Nominations and Governance Committee of BancShares and the Bank (the “CNG Committee”) is responsible for administering the Merger Performance Plan and has authority to make any determination or take any action it deems necessary or advisable for the administration of the Merger Performance Plan, including delegating its authority under the Merger Performance Plan.
−Removed: The CNG Committee designates participants in the Merger Performance Plan, who will be executive-level employees and other employees playing a key role in merger integration, and establishes performance criteria and goals for the earning of cash awards under the Merger Performance Plan with respect to a performance period.
−Removed: Performance criteria selected by the CNG Committee may include company performance metrics, including successful completion of merger integration or business unit integration, achievement of financial and conversion milestones, and individual performance metrics, including individual performance during the performance period relative to others in the business unit, or a combination thereof.
−Removed: Incentive awards, if any, are expected to be paid following the CNG Committee’s determination of the extent to which performance goals have been achieved for the applicable performance period, in cash in a lump sum, less required withholding, with the last payroll in February of the year following the performance period.
−Removed: Generally, participants will need to be actively employed on the date of payment to receive an award, subject to certain exceptions specified in the Merger Performance Plan.
−Removed: The maximum amount that may be paid under the Merger Performance Plan to any one participant in any fiscal year will not exceed $5,000,000.
−Removed: Awards paid to participants will be subject to the provisions of any clawback policy implemented by the Company, including, without limitation, the Company’s Incentive Compensation Policy.
−Removed: The foregoing description of the Merger Performance Plan is qualified in its entirety by reference to the full text of the Merger Performance Plan, which is filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
−Removed: Also on May 5, 2022, the CNG Committee approved incentive award opportunities for 2022 for the Company’s named executive officers under the Merger Performance Plan.
−Removed: These incentive award opportunities range by named executive officer up to 400% of base salary (subject to the $5,000,000 limit described above), based on the degree to which applicable performance goals with respect to mergers completed in 2022 are achieved.
−Removed: The foregoing description of the Merger Performance Plan is qualified in its entirety by reference to the full text of the Merger Performance Plan, which is filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
−Removed: *10.1 Employment Letter Agreement between Registration and Ellen R.
−Removed: Alemany dated October 15, 2020 (filed herewith)
−Removed: *10.2 Retention Letter Agreement between Registrant and Marisa Harney dated October 15, 2020 (filed herewith)
−Removed: *10.3 Amended and Restated Long-Term Incentive Plan of Registrant’s subsidiary, First-Citizens Bank & Trust Company (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K dated January 25, 2022)
−Removed: *10.4 Merger Performance Plan of Registrant’s subsidiary, First Citizen’s Bank & Trust Company (filed herewith)
+Added: There were no repurchases of our common stock during the quarter ended June 30, 2022.
+Added: On July 26, 2022, the Board authorized a share repurchase program for up to 1,500,000 shares of BancShares’ Class A common stock for the period commencing August 1, 2022 through July 28, 2023.
+Added: Under the authorized share repurchase program, shares of BancShares’ Class A common stock may be repurchased from time to time on the open market or in privately negotiated transactions, including through a Rule 10b5-1 plan.
+Added: The Board’s action does not obligate BancShares to repurchase any particular number of shares, and repurchases may be suspended or discontinued at any time.
+Added: *10.1 Merger Performance Plan of Registrant’s subsidiary, First Citizen’s Bank & Trust Company ( incorporated by reference to Exhibit 10.4 to Registrant ’ s Form 10-Q for the quarter ended March 31, 2022 )
31.1 Certification of Chief Executive Officer (filed herewith)
12 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: May 10, 2022 FIRST CITIZENS BANCSHARES, INC.
+Added: August 5, 2022 FIRST CITIZENS BANCSHARES, INC.
Chief Financial Officer
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.