Citizens Financial Group Inc.

04/24/2026 | Press release | Distributed by Public on 04/24/2026 14:11

Proxy Results (Form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.
Citizens Financial Group, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") on April 23, 2026. At the Annual Meeting, the stockholders (i) elected all of the Company's nominees for director for a one-year term expiring at the 2027 Annual Meeting of Stockholders 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 2026, and (iv) did not approve the shareholder proposal for adoption of a majority vote standard.
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 26,316,510 broker non-votes for each of proposals 1, 2 and 4 and no broker non-votes for proposal 3.
1.Election of Directors:
Shares For Shares Against Shares Abstain
Lee Alexander 356,581,869 1,397,934 949,881
Tracy A. Atkinson 352,761,116 5,224,645 943,923
Christine M. Cumming 353,100,151 4,894,501 935,032
Kevin Cummings 357,462,701 514,226 952,757
Edward J. Kelly III 341,968,640 16,011,559 949,485
Robert G. Leary 356,532,640 1,445,734 951,310
Terrance J. Lillis 357,515,328 463,818 950,538
Michele N. Siekerka 351,292,272 6,490,745 1,146,667
Christopher J. Swift 348,810,251 9,169,674 949,759
Bruce Van Saun 336,685,763 20,362,054 1,881,867
Claude E. Wade 357,540,427 437,507 951,750
Marita Zuraitis 346,407,354 11,579,895 942,435
2.Advisory Vote on Executive Compensation:
For 327,158,449
Against 30,630,016
Abstain 1,141,219
3.Ratification of Deloitte & Touche LLP as Registered Independent Public Accounting Firm for 2026:
For 355,450,674
Against 29,398,633
Abstain 396,887
4.Shareholder proposal for the adoption of a majority voting standard:
For 36,243,037
Against 321,379,352
Abstain 1,307,295
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