FCB FINANCIAL HOLDINGS, INC. (NYSE:FCB) Files An 8-K Submission of Matters to a Vote of Security Holders

FCB FINANCIAL HOLDINGS, INC. (NYSE:FCB) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 9.01 Submission of Matters to a Vote of Security Holders

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On May14, 2018, FCB Financial Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) and the following proposals were voted on:

Proposal No.1:To amend and restate the FCB Financial Holdings, Inc. Restated Certificate of Incorporation to eliminate the classified structure of the board of directors and to eliminate the supermajority voting requirement for amendments to certain provisions of our Restated Certificate of Incorporation;

Proposal No.2: To elect (a) all eleven directors, each of which is identified in the Proxy Statement, for a one-year term of office expiring at the 2019 Annual Meeting of Stockholders, if the stockholders approve the proposal to amend and restate the Restated Certificate of Incorporation, or (b) four Class I directors, each of which is identified in the Proxy Statement, for a one-year term of office expiring at the 2019 Annual Meeting of Stockholders, if the stockholders do not approve the proposal to amend and restate the Restated Certificate of Incorporation;

Proposal No. 3: To approve, on a nonbinding advisory basis, the compensation of our named executive officers (commonly referred to as “say-on-pay”); and,

Proposal No. 4: To ratify the Audit Committee’s selection of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2018;

Each proposal is described in detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April4, 2018. The results of such stockholder votes are set forth below.

Proposal No.1: The proposal to amend and restate the FCB Financial Holdings, Inc. Restated Certificate of Incorporation to eliminate the classified structure of the board of directors and to eliminate the supermajority voting requirement for amendments to certain provisions of our Restated Certificate of Incorporation received the following votes:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

40,757,017

3,368

6,216

1,784,907

Proposal No.2: All eleven director nominees were elected to the Board for a one-year term of office expiring at the 2019 Annual Meeting of Stockholders based on the following votes:

NOMINEE

FOR

WITHHELD

BROKER

NON-VOTES

Vincent S. Tese

32,836,297

7,930,304

1,784,907

Les J. Lieberman

37,977,694

2,788,907

1,784,907

Kent S. Ellert

39,504,403

1,262,198

1,784,907

Alan S. Bernikow

27,018,786

13,747,815

1,784,907

Thomas E. Constance

35,712,860

5,053,741

1,784,907

Howard R. Curd

24,729,534

16,037,067

1,784,907

Gerald Luterman

24,606,311

16,160,290

1,784,907

William L. Mack

36,633,871

4,132,730

1,784,907

Paul Anthony Novelly

20,838,792

19,927,809

1,784,907

Stuart I. Oran

35,647,475

5,119,126

1,784,907

Frederic Salerno

24,720,730

16,045,871

1,784,907

In connection with the amendment and restatementof the Restated Certificate of Incorporation to eliminate the classified structure of the board of directors, directors in Class II and Class III were treated as resigning prior to the expiration of their previously scheduled multi-year terms and were re-elected by stockholders to new one-year terms.

Proposal No. 3: The proposal to approve, on a nonbinding advisory basis, the compensation of our named executive officers (commonly referred to as “say-on-pay”) received the following votes:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

13,499,218

27,160,724

106,659

1,784,907

Proposal No. 4: The proposal to ratify the Audit Committee’s selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018 received the following votes:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

42,347,859

181,922

21,727

Item 9.01 Financial Statements and Exhibits

Amended and Restated Certificate of Incorporation dated May 14, 2018


FCB FINANCIAL HOLDINGS, INC. Exhibit
EX-3.2 2 exhibit32.htm EXHIBIT 3.2 Exhibit Exhibit 3.2AMENDED AND RESTATEDCERTIFICATE OF INCORPORATIONOFFCB FINANCIAL HOLDINGS,…
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About FCB FINANCIAL HOLDINGS, INC. (NYSE:FCB)

FCB Financial Holdings, Inc. is a bank holding company with one national bank subsidiary, Florida Community Bank, National Association (the Bank). The Company operates in the Community Banking segment. Through the Bank, the Company provides a range of retail and commercial banking services. The Company provides a range of financial products and services to individuals, small and medium-sized businesses, some large businesses, and other local organizations and entities through approximately 50 branches in south and central Florida. The Company targets retail customers and commercial customers engaged in various industries, including healthcare and professional services; retail and wholesale trade; tourism; agricultural services; manufacturing; distribution and distribution-related industries; technology; automotive; aviation; food products; building materials; residential housing, and commercial real estate. It also selectively participates in syndicated loans to national credits.

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