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 25, 2019

 

 

CITIZENS FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-36636		05-0412693
(State or other jurisdiction of incorporation )		(Commission File No.)		(IRS Employer Identification No.)

 

One Citizens Plaza Providence, RI		02903
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (401) 456-7000

Not Applicable

(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))

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 annual meeting of stockholders on April 25, 2019.

 

(b)

The stockholders elected all of the Company’s nominees for director for a one-year term expiring at the 2020 Annual Meeting of Stockholders; approved the advisory vote on executive compensation; and ratified the appointment of Deloitte & Touche LLP as the Company’s registered independent public accounting firm for 2019.

1. Election of Directors:

 

		Shares For				Shares Against				Shares Abstain				Non-Votes
Mark Casady			391,365,818				1,253,628				125,668				19,174,696
Christine M. Cumming			391,383,779				1,248,897				112,438				19,174,696
William P. Hankowsky			381,383,606				11,234,956				126,552				19,174,696
Howard W. Hanna III			387,156,080				5,468,941				120,093				19,174,696
Leo I. Higdon			390,239,731				2,376,175				129,208				19,174,696
Edward J. Kelly III			388,143,993				4,473,648				127,473				19,174,696
Charles J. Koch			378,421,272				14,199,147				124,695				19,174,696
Terrance J. Lillis			391,353,150				1,259,576				132,388				19,174,696
Shivan S. Subramaniam			367,424,011				25,197,066				124,037				19,174,696
Bruce Van Saun			374,026,218				15,970,504				2,748,392				19,174,696
Wendy A. Watson			391,368,831				1,258,688				117,595				19,174,696
Marita Zuraitis			391,379,694				1,242,005				123,415				19,174,696

2. Advisory Vote on Executive Compensation

 

For			370,465,131
Against			22,082,734
Abstain			197,249
Non-Votes			19,174,696

3. Ratification of Deloitte & Touche LLP as Registered Independent Public Accounting Firm for 2019:

 

For			404,012,624
Against			7,770,034
Abstain			137,152
Non-Votes			0

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.

 

Date: April 26, 2019