Form 8-K

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 23, 2020

CITIZENS FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36636

05-0412693

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

Identification No.)

One Citizens Plaza

Providence, RI

02903

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (401) 456-7000

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 6.350% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D	CFG PrD	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

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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Citizens Financial Group, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on April 23, 2020.

At the Annual Meeting, as described below, the stockholders of the Company approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to (i) enable stockholders who hold at least 25% of the voting power of the Company’s outstanding shares of common stock to call a special meeting of stockholders, subject to the requirements and procedures set forth in the Company’s Amended and Restated Bylaws (the “Bylaws”) and (ii) remove non-operative provisions relating to the Company’s former parent. In connection with these amendments to the Company’s Certificate of Incorporation, the Board of Directors amended and restated the Company’s Bylaws, as of the effective date of the amendments to the Certificate of Incorporation, to set forth in Article 2, Section 2.03 thereof, certain requirements and procedures with respect to the right of stockholders to call a special meeting, a copy of which is included as Exhibit 3.2 to this filing and incorporated herein by reference. The Bylaws and Certificate of Incorporation were also amended to make certain related administrative or conforming revisions.

On April 23, 2020, the Company filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation including the amendments described above, a copy of which is included as Exhibit 3.1 to this filing and incorporated herein by reference.

The foregoing descriptions are qualified in their entirety by reference to the full text of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting held on April 23, 2020, the Company’s stockholders: (i) elected all of the Company’s nominees for director for a one-year term expiring at the 2021 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 2020, (iv) approved amendments to the Company’s Certificate of Incorporation to provide stockholders with the right to call special meetings under certain circumstances, and (v) approved amendments to the Company’s Certificate of Incorporation to remove non-operative provisions relating to the Company’s former parent. 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 and broker non-votes with respect to each director nominee and each other matter, as applicable.

1.	Election of Directors:


	Shares For		Shares Against		Shares Abstain		Broker Non- Votes
Christine M. Cumming		362,710,053		402,371		137,746		18,179,618
William P. Hankowsky		344,016,323		19,004,436		229,411		18,179,618
Howard W. Hanna III		358,297,869		4,787,562		164,739		18,179,618
Leo I. Higdon		356,042,466		7,042,552		165,152		18,179,618
Edward J. Kelly III		357,551,511		5,535,724		162,935		18,179,618
Charles J. Koch		347,400,342		15,632,319		217,509		18,179,618
Robert G. Leary		362,686,597		400,713		162,860		18,179,618
Terrance J. Lillis		362,679,734		408,056		162,380		18,179,618
Shivan S. Subramaniam		335,538,618		27,312,174		399,378		18,179,618
Bruce Van Saun		334,874,481		24,880,298		3,495,391		18,179,618
Wendy A. Watson		358,700,604		4,412,075		137,491		18,179,618
Marita Zuraitis		362,665,038		443,861		141,271		18,179,618

2.	Advisory Vote on Executive Compensation:


For			325,932,106
Against			37,068,613
Abstain			249,451
Broker Non-Votes			18,179,618

3.	Ratification of Deloitte & Touche LLP as Registered Independent Public Accounting Firm for 2020:


For			364,963,800
Against			16,340,621
Abstain			125,367
Broker Non-Votes			0

4.	Amending the Company’s Amended and Restated Certificate of Incorporation to provide stockholders with the right to call special meetings under certain circumstances:


For			362,261,892
Against			877,743
Abstain			110,535
Broker Non-Votes			18,179,618

5.	Amending the Company’s Amended and Restated Certificate of Incorporation to remove non-operative provisions relating to the Company’s former parent:


For			380,669,252
Against			557,531
Abstain			203,005
Broker Non-Votes			0

Item 9.01

Financial Statements and Exhibits.


	Exhibit Number	Description

(d)	Exhibit 3.1	Amended and Restated Certificate of Incorporation of Citizens Financial Group, Inc., as amended and restated on April 23, 2020

	Exhibit 3.2	Amended and Restated Bylaws of Citizens Financial Group, Inc., as amended and restated on April 23, 2020

	Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)


CITIZENS FINANCIAL GROUP, INC.

By:		/s/ Robin S. Elkowitz
		Robin S. Elkowitz
		Executive Vice President, Deputy General Counsel and Secretary