8-KShareholder MattersCorporate ChangesExhibits & Filings

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Bylaw Amendment (Apr 29, 2022)

Filed April 29, 2022For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) filed an 8-K on April 29, 2022, detailing outcomes from its 2022 Annual Meeting of Stockholders held on April 28, 2022. The primary focus for investors is the approval of amendments to the Company's Restated Certificate of Incorporation and conforming amendments to its Bylaws. These changes eliminate supermajority voting requirements, meaning that certain corporate actions will now require a simple majority of votes rather than a higher threshold, potentially streamlining decision-making. Additionally, the meeting saw the election of all director nominees, approval of executive compensation on an advisory basis, and ratification of Deloitte & Touche LLP as the independent auditor for 2022. The amendments regarding voting thresholds and the uncertificated form of shares (unless existing certificates are surrendered) are effective as of April 28, 2022, with the relevant amended documents filed with the State of Delaware.

Key Highlights

  • 1Stockholders approved amendments to the Certificate of Incorporation to eliminate supermajority voting requirements, moving towards a simple majority for significant decisions.
  • 2Conforming amendments were made to the Company's Bylaws to reflect the elimination of supermajority voting provisions.
  • 3All director nominees were elected for a one-year term ending at the 2023 Annual Meeting.
  • 4The advisory vote on executive compensation was approved by stockholders.
  • 5Deloitte & Touche LLP was ratified as the Company's registered independent public accounting firm for 2022.
  • 6The Board amended bylaws to allow for shares to be in uncertificated form unless existing certificates are surrendered.

Frequently Asked Questions

Eliminating supermajority voting requirements means that certain corporate actions, which previously required a higher threshold (e.g., two-thirds) of votes, will now only need a simple majority (more than 50%) to pass. This can make it easier and faster for the company to make important decisions, as it reduces the chance of a small minority of shareholders blocking proposals.

The amendment allows for shares to be in uncertificated form, which is a more modern and efficient way to manage stock ownership. However, shareholders who currently hold physical stock certificates will retain those until they choose to surrender them to the company. The change is primarily about the future issuance and management of shares.

For the amendment to eliminate supermajority voting requirements, the vote was overwhelmingly in favor (367,554,062 For vs. 989,220 Against), indicating strong shareholder support for this governance change. Similarly, the advisory vote on executive compensation received significant support.

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's registered independent public accounting firm for 2022.