Item 5.07. Submission of Matters to a Vote of Security Holders.
Voting Results for Special Meeting of Stockholders
On February 9, 2021, First Citizens BancShares, Inc. ("First Citizens") held a
special meeting of its common stockholders (the "First Citizens special
meeting"). At the First Citizens special meeting, First Citizens' common
stockholders approved the issuance of Class A common stock (the "First Citizens
Stock Issuance Proposal") to holders of common stock of CIT Group Inc. ("CIT")
in connection with the merger as contemplated by the Agreement and Plan of
Merger, dated October 15, 2020 (the "Merger Agreement") by and among First
Citizens, CIT, FC Merger Subsidiary IX, Inc., and First-Citizens Bank & Trust
Company. The First Citizens Stock Issuance Proposal received the affirmative
vote of 99.9% of the votes cast.
The second proposal was to approve the adjournment of the First Citizens special
meeting, if necessary or appropriate, to solicit additional proxies if,
immediately prior to such adjournment, there are not sufficient votes to approve
the First Citizens Stock Issuance Proposal or to ensure that any supplement or
amendment to the joint proxy statement/prospectus is timely provided to holders
of First Citizens common stock (the "Adjournment Proposal"). A preliminary count
showed that there were more than enough votes to approve the First Citizens
Stock Issuance Proposal. Therefore, the Adjournment Proposal was not called.
The proposals listed above are described in detail in the joint proxy
statement/prospectus filed by First Citizens with the U.S. Securities and
Exchange Commission on December 23, 2020.
A total of 9,816,405 shares of First Citizens common stock were present or
represented by proxy at the First Citizens special meeting. This represented
approximately 100% of the shares of First Citizens common stock that were
outstanding and entitled to vote at the First Citizens special meeting,
constituting a quorum for all matters to be presented at the First Citizens
special meeting.
The number of votes cast for or against the First Citizens Stock Issuance
Proposal, and the number of abstentions and broker non-votes, has been certified
and are set forth in the table below.

Class A and B Common Stock Voting as a Group


                                                                                                                                 Broker
Name of Nominee                                   For                  Against/Withheld              Abstentions               Non-Votes             Uncast
Approval of the First Citizens Stock          20,958,956                    9,739                       21,273                     -                    -
Issuance Proposal


Item 8.01.  Other Events
On February 9, 2021, First Citizens and CIT issued a joint press release
announcing that First Citizens and CIT received stockholder approval for the
merger of their companies at their respective special meetings. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.


Item 9.01.  Financial Statements and Exhibits
  (d) Exhibits. The following exhibit accompanies this report.
Exhibit No.                     Description

99.1                              Joint Press Release of First Citizens BancShares, Inc. and CIT
                                Group Inc., dated February 9, 2021

104                             Cover Page Interactive Data File (embedded within the Inline XBRL
                                document)

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