cfg-20250424

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 24, 2025

(Exact name of the registrant as specified in its charter)


Delaware		001-36636	05-0412693
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(I.R.S. Employer Identification Number)

One Citizens Plaza
Providence,	RI		02903
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (203) 900-6715

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	CFG	New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E	CFG PrE	New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H	CFG PrH	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

Citizens Financial Group, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on April 24, 2025. At the Annual Meeting, the stockholders (i) elected all of the Company’s nominees for director for a one-year term expiring at the 2026 Annual Meeting of Shareholders or until their successors are duly elected and qualified, (ii) approved the advisory vote on executive compensation, (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s registered independent public accounting firm for 2025.

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 25,122,974 broker non-votes for each of proposals 1 and 2 and no broker non-votes for proposal 3.

1.Election of Directors:


	Shares For	Shares Against	Shares Abstain
Lee Alexander	374,941,980	2,223,011	289,443
Tracy A. Atkinson	375,110,158	2,062,763	281,513
Christine M. Cumming	374,558,688	2,615,168	280,578
Kevin Cummings	375,682,894	1,471,959	299,581
William P. Hankowsky	347,725,742	29,424,169	304,523
Edward J. Kelly III	351,893,849	25,262,105	298,480
Robert G. Leary	374,805,737	2,344,127	304,570
Terrance J. Lillis	375,825,329	1,324,807	304,298
Michele N. Siekerka	369,462,913	7,126,065	865,456
Christopher J. Swift	368,512,489	8,617,469	324,476
Bruce Van Saun	355,298,715	20,746,110	1,409,609
Claude E. Wade	375,211,553	1,951,064	291,817
Marita Zuraitis	367,212,355	9,374,259	867,820

2.Advisory Vote on Executive Compensation:


For			221,556,645
Against			155,322,032
Abstain			575,757

3.Ratification of Deloitte & Touche LLP as Registered Independent Public Accounting Firm for 2025:


For			374,945,837
Against			27,270,087
Abstain			361,484

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 25, 2025