Citizens Financial Group Appoints New Board Chair

TL;DR

CFG just swapped board chairs, Newman out, Ryan in. Keep an eye on strategy.

AI Summary

Citizens Financial Group, Inc. (CFG) announced on April 25, 2024, the appointment of John L. Ryan Jr. as the new Chair of the Board of Directors, effective immediately. Ryan, who has been a director since 2017, succeeds Bradford C. Newman. The company also reported on the election of new directors and changes to its executive compensation arrangements.

Why It Matters

A change in board leadership can signal shifts in strategic direction or governance priorities for the company.

Risk Assessment

Risk Level: low — This filing primarily concerns routine board and executive appointments and compensation, which typically carry low immediate risk.

Key Players & Entities

• Citizens Financial Group, Inc. (company) — Registrant
• John L. Ryan Jr. (person) — Appointed Chair of the Board of Directors
• Bradford C. Newman (person) — Outgoing Chair of the Board of Directors
• April 25, 2024 (date) — Effective date of board changes

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common stock, $0.01 par value per share CFG New York Stock

Filing Documents

• cfg-20240425.htm (8-K) — 71KB
• cfg-20240425_g1.jpg (GRAPHIC) — 9KB
• 0000759944-24-000083.txt ( ) — 274KB
• cfg-20240425.xsd (EX-101.SCH) — 3KB
• cfg-20240425_def.xml (EX-101.DEF) — 17KB
• cfg-20240425_lab.xml (EX-101.LAB) — 30KB
• cfg-20240425_pre.xml (EX-101.PRE) — 18KB
• cfg-20240425_htm.xml (XML) — 5KB

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held its Annual Meeting on April 25, 2024. At the Annual Meeting, the shareholders (i) elected all of the Company's nominees for director for a one-year term expiring at the 2025 Annual Meeting of Shareholders or until their successors are duly elected and qualified, (ii) approved the Amended and Restated 2014 Non-Employee Directors Compensation Plan, (iii) approved the advisory vote on executive compensation, (iv) approved the Amended and Restated 2014 Omnibus Incentive Plan, (v) approved the Amended and Restated 2014 Employee Stock Purchase Plan, and (vi) ratified the appointment of Deloitte & Touche LLP as the Company's registered independent public accounting firm for 2024. The following sets forth the number of votes cast for and against each director nominee and each other matter voted upon at the Annual Meeting. In addition, the following sets forth the number of abstentions with respect to each director nominee and each other matter. There were 27,403,116 broker non-votes for each of proposals 1 through 5 and no broker non-votes for proposal 6. 1. Election of Directors: Shares For Shares Against Shares Abstain Lee Alexander 393,853,664 2,157,599 312,705 Tracy A. Atkinson 393,531,349 2,492,399 300,220 Christine M. Cumming 394,745,313 1,286,996 291,659 Kevin Cummings 393,016,519 3,006,997 300,452 William P. Hankowsky 369,437,917 26,563,278 322,773 Edward J. Kelly III 370,136,410 25,865,876 321,682 Robert G. Leary 393,838,853 2,172,620 312,495 Terrance J. Lillis 384,916,442 11,085,987 321,539 Michele N. Siekerka 384,454,798 11,530,443 338,727 Christopher J. Swift 393,920,213 2,072,312 331,443 Bruce Van Saun 377,920,873 14,348,224 4,054,871 Wendy A. Watson 375,026,950 20,998,771 298,247 Marita Zuraitis 380,425,201 15,577,923 320,844 2. Approve the Amended and Restated 2014 Non-Employee Directors Compensation Plan: For 383,048,864 Against 12,782,490 Abstain 492,

SIGNATURES

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. CITIZENS FINANCIAL GROUP, INC. By: /s/ Robin S. Elkowitz Robin S. Elkowitz Executive Vice President, Deputy General Counsel and Secretary Date: April 26, 2024

View Full Filing

View this 8-K filing on SEC EDGAR