SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 22, 2021
CITIZENS FINANCIAL GROUP, INC.
(Exact name of the registrant as specified in its charter)
|(State or Other Jurisdiction of|
Incorporation or Organization)
|(Commission File Number)||(I.R.S. Employer|
One Citizens Plaza
Providence, RI 02903
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (401) 456-7000
(Former name or former address, if changed since last report.)
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))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading symbol(s)||Name of each exchange on which registered|
|Common stock, $0.01 par value per share||CFG||New York Stock Exchange|
|Depositary Shares, each representing a 1/40th interest in a share of 6.350% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D||CFG PrD||New York Stock Exchange|
|Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E||CFG PrE||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) Citizens Financial Group, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders on April 22, 2021 (the “Annual Meeting”).
(b) At the Annual Meeting, the stockholders (i) elected all of the Company’s nominees for director for a one-year term expiring at the 2022 Annual Meeting of Stockholders or until their successors are duly elected and qualified, (ii) approved the advisory vote on executive compensation, (iii) voted, on an advisory basis, in favor of holding future advisory votes on executive compensation every year, and (iv) ratified the appointment of Deloitte & Touche LLP as the Company’s registered independent public accounting firm for 2021.
The following sets forth the number of votes cast for and against each director nominee and each other matter voted upon at the Annual Meeting. In addition, the following sets forth the number of abstentions and broker non-votes with respect to each director nominee and each other matter, as applicable.
1.Election of Directors:
|Shares For||Shares Against||Shares Abstain||Broker Non-Votes|
|Lee Alexander||368,914,807 ||412,994 ||154,893 ||20,231,529 |
|Christine M. Cumming||368,926,649 ||430,203 ||125,842 ||20,231,529 |
|William P. Hankowsky||355,457,713 ||13,872,999 ||151,982 ||20,231,529 |
|Leo I. Higdon||362,197,842 ||7,133,293 ||151,559 ||20,231,529 |
|Edward J. Kelly III||363,187,384 ||6,147,458 ||147,852 ||20,231,529 |
|Charles J. Koch||357,170,985 ||12,160,348 ||151,361 ||20,231,529 |
|Robert G. Leary||368,883,353 ||447,416 ||151,925 ||20,231,529 |
|Terrance J. Lillis||368,894,643 ||435,531 ||152,520 ||20,231,529 |
|Shivan S. Subramaniam||344,129,986 ||25,024,262 ||328,446 ||20,231,529 |
|Christopher J. Swift||368,874,928 ||442,177 ||165,589 ||20,231,529 |
|Bruce Van Saun||345,833,739 ||22,099,556 ||1,549,399 ||20,231,529 |
|Wendy A. Watson||364,606,911 ||4,751,789 ||123,994 ||20,231,529 |
|Marita Zuraitis ||367,914,213 ||1,441,453 ||127,028 ||20,231,529 |
2.Advisory Vote on Executive Compensation:
|Broker Non-Votes||20,231,529 |
3.Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation:
|One Year||364,856,784 |
|Two Years||157,938 |
|Three Years||4,299,963 |
|Broker Non-Votes||20,231,529 |
4.Ratification of Deloitte & Touche LLP as Registered Independent Public Accounting Firm for 2021:
(c) Disclosure Regarding Frequency of Stockholder Advisory Vote on Executive Compensation. A majority of the votes cast by stockholders at the Annual Meeting voted, on an advisory basis, to hold future advisory votes to approve executive compensation every year. In line with this recommendation by our stockholders, our Board of Directors has decided that it will include an advisory stockholder vote on executive compensation in its proxy materials every year until the next required advisory vote on the frequency of stockholder votes on executive compensation.
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 hereunto duly authorized.
|CITIZENS FINANCIAL GROUP, INC.|
|By:|| ||/s/ Robin S. Elkowitz|
| ||Robin S. Elkowitz|
| ||Executive Vice President, Deputy General Counsel and Secretary|
Date: April 23, 2021