Citizens Financial (NYSE: CFG) 2026 vote backs board, rejects majority standard

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

8-K

Rhea-AI Filing Summary

Citizens Financial Group, Inc. reported results of its 2026 Annual Meeting of Stockholders held on April 23, 2026. Stockholders elected all director nominees to one-year terms, with each candidate receiving over 336 million votes in favor.

Stockholders approved the advisory vote on executive compensation, with 327,158,449 votes for and 30,630,016 against. They also ratified Deloitte & Touche LLP as registered independent public accounting firm for 2026, supported by 355,450,674 votes for. A shareholder proposal to adopt a majority voting standard was not approved, receiving 36,243,037 votes for and 321,379,352 against.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Broker non-votes: 26,316,510 shares Say-on-pay support: 327,158,449 votes for Auditor ratification: 355,450,674 votes for +2 more

5 metrics

Broker non-votes 26,316,510 shares Broker non-votes on proposals 1, 2 and 4

Say-on-pay support 327,158,449 votes for Advisory vote on executive compensation

Auditor ratification 355,450,674 votes for Ratification of Deloitte & Touche LLP for 2026

Majority voting proposal 36,243,037 votes for Shareholder proposal for majority voting standard

Director example 357,540,427 votes for Votes for director nominee Claude E. Wade

Key Terms

advisory vote on executive compensation, registered independent public accounting firm, broker non-votes, majority voting standard

4 terms

advisory vote on executive compensation financial

"approved the advisory vote on executive compensation"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

registered independent public accounting firm financial

"ratified the appointment of Deloitte & Touche LLP as the Company’s registered independent public accounting firm for 2026"

broker non-votes financial

"There were 26,316,510 broker non-votes for each of proposals 1, 2 and 4"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

majority voting standard financial

"did not approve the shareholder proposal for adoption of a majority vote standard"

Understanding 8-K Material Events →

04/24/2026 - 04:10 PM

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, 2026

(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
Depositary Shares, each representing a 1/40th interest in a share of 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I	CFG PrI	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 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

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 24, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Citizens Financial Group (CFG) stockholders decide at the 2026 annual meeting?

Stockholders elected all director nominees, approved the advisory vote on executive compensation, and ratified Deloitte & Touche LLP as the 2026 independent public accounting firm. They did not approve a shareholder proposal to adopt a majority voting standard for director elections.

How did Citizens Financial Group (CFG) stockholders vote on executive compensation in 2026?

Stockholders approved Citizens Financial Group’s executive compensation on an advisory basis, with 327,158,449 votes in favor, 30,630,016 against, and 1,141,219 abstentions. This indicates strong, though not unanimous, support for the company’s pay practices for senior executives at the 2026 annual meeting.

Was the majority voting standard proposal approved at Citizens Financial Group (CFG)?

No, the shareholder proposal to adopt a majority voting standard for director elections was not approved. It received 36,243,037 votes for, 321,379,352 votes against, and 1,307,295 abstentions, indicating substantial stockholder opposition to changing the company’s current voting standard.

Which audit firm did Citizens Financial Group (CFG) stockholders ratify for 2026?

Stockholders ratified Deloitte & Touche LLP as Citizens Financial Group’s registered independent public accounting firm for 2026. The ratification received 355,450,674 votes for, 29,398,633 against, and 396,887 abstentions, reflecting strong support for continuing with Deloitte & Touche LLP.

How many broker non-votes were recorded at Citizens Financial Group’s 2026 meeting?

There were 26,316,510 broker non-votes on proposals 1, 2, and 4, and no broker non-votes on proposal 3. Broker non-votes occur when brokers are not authorized to vote uninstructed shares on certain matters, affecting only specific proposals’ vote totals.

Filing Exhibits & Attachments

4 documents