First Citizens' Investors Reject Proposal to Break Holding Family's Control

Shareholders of First Citizens Bancshares (FCNCA) rejected a proposal that would have limited the control of the family that has run the Raleigh, N.C., company for generations.

Gerald Armstrong failed to collect enough support for his proposal to eliminate the 16-votes-per-share voting power of First Citizens' Class B stock at last month's annual meeting, the $20.9 billion-asset company disclosed in a regulatory filing. The Class B shares are closely held by the Holding family, which has managed First Citizens since the 1930s.

First Citizens had recommended that shareholders reject the proposal. Roughly 12.1 million shares voted against the measure, while 6.3 million supported it.

Armstrong, who is based in Denver who owns about $5,000 worth of the company's common stock, argued in his proposal that the voting power of the Class B shares has led to "an absence of accountability and reasonable performance in the top management of First Citizens," which "has taken our public shareholder money but does not let us have an equal voice in our company's management." The Class B shares have more than three times the voting power of the Class A shares, he said.

First Citizens is the second-largest family owned bank in the country, behind BOK Financial (BOKF) in Tulsa, Okla. First Citizens' ownership was consolidated in December when Carmen Holding Ames, the daughter of the late CEO, sold her $225 million stake in the company. The sale raised the percentage of the company's voting rights owned by her uncle, Frank Holding Sr., and his children to 57% from 42%.

Robert Holding, Ames' grandfather, was CEO in the 1930s. Her father, Lewis Holding, was CEO from 1957 through 2008, when he was succeeded by Frank Holding Jr.

Armstrong is known for issuing proposals to rein in executive pay at banks including Wells Fargo (WFC), KeyCorp (KEY) and Porter Bancorp (PBIB).