8-KShareholder Matters

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Shareholder Vote Results (Apr 25, 2025)

Filed April 25, 2025For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) filed an 8-K on April 25, 2025, detailing the outcomes of its 2025 Annual Meeting of Stockholders held on April 24, 2025. The primary purpose of the filing was to report the voting results on key corporate matters. All director nominees were overwhelmingly elected, and shareholders approved the advisory vote on executive compensation and ratified the appointment of Deloitte & Touche LLP as the company's independent auditor for 2025. These results indicate strong shareholder support for the company's leadership and governance practices. The voting outcomes demonstrate a high level of confidence from CFG's stockholders in the current board of directors and its executive compensation strategy. The ratification of Deloitte & Touche LLP further solidifies the company's commitment to robust financial oversight and transparency. Investors can view these results as a positive sign of stability and continuity within the organization.

Key Highlights

  • 1All director nominees for the 2025-2026 term were overwhelmingly elected by shareholders.
  • 2Shareholders approved the advisory vote on executive compensation, indicating support for the company's compensation policies.
  • 3Deloitte & Touche LLP was ratified as the company's registered independent public accounting firm for 2025.
  • 4The election of directors saw very few 'Against' or 'Abstain' votes for most nominees, with the exception of some directors receiving a higher number of 'Against' votes.
  • 5The advisory vote on executive compensation passed with a majority of 'For' votes, although a significant portion voted 'Against'.
  • 6There were substantial broker non-votes for the director elections and the advisory vote on executive compensation, highlighting the importance of proxy voting.
  • 7The ratification of the independent auditor received very strong support from shareholders.

Frequently Asked Questions

The main outcomes were the election of all director nominees for a one-year term, the approval of the advisory vote on executive compensation, and the ratification of Deloitte & Touche LLP as the company's independent auditor for 2025. All these matters received majority shareholder support.

Yes, all director nominees were elected. While most nominees received overwhelming support with a very high percentage of 'For' votes, some nominees like William P. Hankowsky, Edward J. Kelly III, Bruce Van Saun, Michele N. Siekerka, Christopher J. Swift, and Marita Zuraitis received a notably higher number of 'Against' and 'Abstain' votes compared to other directors.

Shareholders approved the advisory vote on executive compensation with a majority of 'For' votes (221,556,645) compared to 'Against' votes (155,322,032). This indicates general shareholder approval, though a significant portion did vote against it.

No, the ratification of Deloitte & Touche LLP as the registered independent public accounting firm for 2025 received exceptionally strong support, with a very high number of 'For' votes and relatively few 'Against' or 'Abstain' votes.