8-KCorporate ChangesExhibits & Filings

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Bylaw Amendment (Jun 21, 2019)

Filed June 21, 2019For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) filed an 8-K on June 21, 2019, to announce an amendment to its Bylaws, effective June 20, 2019. The primary change implemented is the adoption of a proxy access bylaw. This allows eligible shareholders to nominate directors to the company's board and have them included in the company's proxy materials. This move is significant for investors as it potentially increases shareholder influence on board composition. Specifically, a shareholder or a group of up to 20 shareholders holding at least 3% of outstanding common stock for a minimum of three continuous years can nominate director candidates. The number of nominees allowed is up to 20% of the board. This bylaw amendment is subject to specific disclosure, eligibility, and procedural requirements, including advance notice periods.

Key Highlights

  • 1Citizens Financial Group, Inc. (CFG) adopted an amendment and restatement of its Bylaws, effective June 20, 2019.
  • 2The key change is the implementation of a 'proxy access' provision.
  • 3Shareholders owning 3% or more of CFG's common stock for at least 3 years can nominate directors.
  • 4The proxy access provision allows for the nomination of up to 20% of the Board of Directors.
  • 5Nominations must meet specific disclosure, eligibility, and procedural requirements.
  • 6A minimum notice period of 120 days and a maximum of 150 days prior to the anniversary of the prior year's proxy statement filing is required.
  • 7The full amended Bylaws are filed as Exhibit 3.1 to the 8-K.

Frequently Asked Questions

Proxy access is a bylaw provision that allows long-term, significant shareholders to nominate directors to a company's board and have those nominees included in the company's proxy materials for annual meetings. This gives shareholders more say in who sits on the board.

To use proxy access, a shareholder or a group of up to 20 shareholders must have owned at least 3% of the company's outstanding common stock continuously for at least three years.

Under the new bylaw, eligible shareholders can nominate director candidates constituting up to 20% of the Board of Directors.

Yes, the company must receive notice of such nominations no less than 120 days and no more than 150 days prior to the first anniversary of the filing of the company's definitive proxy statement for the preceding year's annual meeting.