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): February 24, 2020
CITIZENS FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| | | | |
Delaware | | 001-36636 | | 05-0412693 |
(State or other jurisdictionof incorporation ) | | (Commission File No.) | | (IRS EmployerIdentification 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 5.02(b) | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Citizens Financial Group, Inc. (the “Company”) today announced that it will include Robert G. Leary in its slate of candidates standing for election to the Company’s board of directors at its annual meeting of stockholders on April 23, 2020. Mr. Leary, 58, most recently served as the Chief Executive Officer of the Olayan Group, an international investor and a diverse commercial and industrial group, from May 2017 to July 2019.
The Company also announced that Mark Casady has notified the Company that he will not be standing for re-election at the Company’s 2020 annual meeting of stockholders in order to focus on his other business commitments. Mr. Casady’s decision not to stand for re-election was not as a result of any disagreement with the Company. Mr. Casady, who has served on the Citizens Board since 2014, will continue to serve as director and as a member of the Company’s Compensation and Human Resources and Risk Committees until his current term expires at the April 2020 annual meeting of stockholders.
A copy of the Company’s press release announcing Mr. Leary’s inclusion as a nominee to the board of directors and Mr. Casady’s notification to not stand for re-election to the board of directors is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
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: February 24, 2020
