8-KShareholder Matters

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Shareholder Vote Results (Apr 23, 2021)

Filed April 23, 2021For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

This 8-K filing from Citizens Financial Group, Inc. (CFG) on April 23, 2021, details the outcomes of its 2021 Annual Meeting of Stockholders held on April 22, 2021. The primary focus of the filing is the voting results on key corporate matters, including the election of directors, advisory votes on executive compensation and its frequency, and the ratification of the company's independent auditor. All director nominees were elected, and stockholders approved the advisory vote on executive compensation with a significant majority. Furthermore, a strong majority of votes supported holding the advisory vote on executive compensation annually. The appointment of Deloitte & Touche LLP as the registered independent public accounting firm for 2021 was also ratified. This filing provides transparency into shareholder sentiment on governance and executive pay practices.

Key Highlights

  • 1All 13 director nominees for the 2022 Annual Meeting were elected by a substantial margin, indicating strong shareholder confidence in the current board.
  • 2The advisory vote to approve executive compensation received overwhelming support, with approximately 92% of the votes cast (excluding abstentions and broker non-votes) in favor.
  • 3Shareholders voted, on an advisory basis, to hold future advisory votes on executive compensation every year, with approximately 99% of the votes cast (excluding abstentions and broker non-votes) supporting a one-year frequency.
  • 4The company's Board of Directors has committed to including an advisory stockholder vote on executive compensation annually in its proxy materials, aligning with shareholder preference.
  • 5Deloitte & Touche LLP was ratified as the company's registered independent public accounting firm for 2021, with over 95% of the votes cast in favor of the ratification.
  • 6A significant number of broker non-votes (over 20 million shares) were recorded for the director elections and the advisory votes, which is common for matters requiring a shareholder to provide specific voting instructions.

Frequently Asked Questions

The main proposals voted on were the election of directors, an advisory vote on executive compensation, an advisory vote on the frequency of future advisory votes on executive compensation, and the ratification of Deloitte & Touche LLP as the independent auditor for 2021.

The advisory vote on executive compensation was approved by a significant majority of shareholders. Approximately 340 million shares voted 'For,' while about 29 million voted 'Against,' indicating strong shareholder support for the company's executive compensation practices.

Shareholders overwhelmingly voted in favor of holding an advisory vote on executive compensation every year. The company's Board of Directors has accepted this recommendation and will include this vote annually until the next required vote on the frequency.

While all proposals passed with strong support, it's worth noting the considerable number of broker non-votes on director elections and advisory votes. This indicates that some shares held in "street name" did not have their beneficial owners' votes cast on these specific matters unless the broker received voting instructions. The results themselves, however, show broad shareholder approval for the company's governance and auditing decisions.