CITIZENS FINANCIAL GROUP INC/RI 8-K

What Happened
Citizens Financial Group, Inc. (CFG) filed an 8-K reporting the results of its 2026 Annual Meeting of Stockholders held April 23, 2026. All of the company’s director nominees were elected to one-year terms expiring at the 2027 annual meeting. Stockholders also approved the advisory vote on executive compensation, ratified Deloitte & Touche LLP as the company’s independent auditor for 2026, and rejected a shareholder proposal to adopt a majority voting standard.

Key Details

• All director nominees elected for one-year terms; sample vote totals: Claude E. Wade — 357,540,427 for / 437,507 against; Bruce Van Saun — 336,685,763 for / 20,362,054 against. (Detailed tallies provided in the filing.)
• Advisory vote on executive compensation: For 327,158,449; Against 30,630,016; Abstain 1,141,219.
• Ratification of Deloitte & Touche LLP as independent public accounting firm: For 355,450,674; Against 29,398,633; Abstain 396,887.
• Shareholder proposal to adopt a majority voting standard: Failed — For 36,243,037; Against 321,379,352; Abstain 1,307,295.
• There were 26,316,510 broker non‑votes recorded for proposals 1, 2 and 4 (no broker non‑votes for the auditor ratification vote).

Why It Matters
These results confirm the board slate and management’s governance items for the coming year, giving CFG continuity in leadership and its current executive compensation program. Ratifying Deloitte maintains the company’s existing auditor relationship. The rejection of the majority-vote proposal means the company will continue under its current director voting standard (the shareholder proposal was not adopted). Investors can view these outcomes as indications of shareholder support levels for the board, pay practices and governance changes; the detailed vote counts show the degree of dissent on certain nominees and proposals.