Citizens Financial Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 23, 2026
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Item 5.07. Submission of Matters to a Vote of Security Holders.
Citizens Financial Group, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on April 23, 2026. At the Annual Meeting, the stockholders (i) elected all of the Company’s nominees for director for a one-year term expiring at the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified, (ii) approved the advisory vote on executive compensation, (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s registered independent public accounting firm for 2026, and (iv) did not approve the shareholder proposal for adoption of a majority vote standard.
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 with respect to each director nominee and each other matter. There were 26,316,510 broker non-votes for each of proposals 1, 2 and 4 and no broker non-votes for proposal 3.
1.Election of Directors:
| Shares For | Shares Against | Shares Abstain | ||||||||||||||||||
| Lee Alexander | 356,581,869 | 1,397,934 | 949,881 | |||||||||||||||||
| Tracy A. Atkinson | 352,761,116 | 5,224,645 | 943,923 | |||||||||||||||||
| Christine M. Cumming | 353,100,151 | 4,894,501 | 935,032 | |||||||||||||||||
| Kevin Cummings | 357,462,701 | 514,226 | 952,757 | |||||||||||||||||
| Edward J. Kelly III | 341,968,640 | 16,011,559 | 949,485 | |||||||||||||||||
| Robert G. Leary | 356,532,640 | 1,445,734 | 951,310 | |||||||||||||||||
| Terrance J. Lillis | 357,515,328 | 463,818 | 950,538 | |||||||||||||||||
| Michele N. Siekerka | 351,292,272 | 6,490,745 | 1,146,667 | |||||||||||||||||
| Christopher J. Swift | 348,810,251 | 9,169,674 | 949,759 | |||||||||||||||||
| Bruce Van Saun | 336,685,763 | 20,362,054 | 1,881,867 | |||||||||||||||||
| Claude E. Wade | 357,540,427 | 437,507 | 951,750 | |||||||||||||||||
| Marita Zuraitis | 346,407,354 | 11,579,895 | 942,435 | |||||||||||||||||
2.Advisory Vote on Executive Compensation:
| For | 327,158,449 | |||||||||||||
| Against | 30,630,016 | |||||||||||||
| Abstain | 1,141,219 | |||||||||||||
3.Ratification of Deloitte & Touche LLP as Registered Independent Public Accounting Firm for 2026:
| For | 355,450,674 | |||||||||||||
| Against | 29,398,633 | |||||||||||||
| Abstain | 396,887 | |||||||||||||
4.Shareholder proposal for the adoption of a majority voting standard:
| For | 36,243,037 | |||||||||||||
| Against | 321,379,352 | |||||||||||||
| Abstain | 1,307,295 | |||||||||||||
SIGNATURES
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 24, 2026