Form 8-K - Current report

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 15, 2024

(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 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 (d) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 16, 2024, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing that on February 15, 2024 its board of directors (the “Board”) appointed Tracy A. Atkinson to the Company’s Board effective March 1, 2024.

Ms. Atkinson most recently served as Executive Vice President and Chief Administrative Officer for State Street Corporation until her retirement in 2020. Ms. Atkinson’s appointment will temporarily expand the Board to 14 directors. She will serve on the Audit Committee of the Board. Ms. Atkinson is considered an independent director and satisfies the requirements for service on the Audit Committee of the Board under the New York Stock Exchange’s corporate governance listing standards. Ms. Atkinson will receive compensation for her services pursuant to the Company’s Non-Employee Directors Compensation Policy. There are no arrangements or understandings between Ms. Atkinson and any other person pursuant to which Ms. Atkinson was appointed to the Board. There are no transactions involving the Company and Ms. Atkinson that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

The Company also announced that Edward J. Kelly III, who has served on the Board since 2019, will be appointed as the Company’s lead independent director, subject to his reelection, succeeding Shivan Subramaniam, who will retire from the Board after his current term expires at the annual meeting of shareholders in April 2024, as he has reached the mandatory retirement age under the Company’s corporate governance guidelines. Mr. Subramaniam, who has served on the Board since 2005, is the chair of the Nominating and Corporate Governance Committee and serves on the Compensation and Human Resources Committee. Mr. Kelly currently serves as the chair of the Compensation and Human Resources Committee and serves on the Nominating and Corporate Governance Committee.

A copy of the Company’s press release announcing Ms. Atkinson’s appointment as director, Mr. Kelly’s appointment as lead independent director, and Mr. Subramaniam’s retirement is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


			Exhibit Number						Description

			Exhibit 99.1						Press Release of Citizens Financial Group, Inc., dated February 1 6 , 202 4

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

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 16, 2024

Exhibit 99.1

February 16, 2024

Media: Peter Lucht - 781.655.2288

Investors: Kristin Silberberg - 203.900.6854

Citizens Financial Group Announces Appointment of Tracy A. Atkinson to Board of Directors; Edward J. Kelly III to Serve as Lead Independent Director with Retirement of Shivan Subramaniam

PROVIDENCE, RI – Citizens Financial Group, Inc. (NYSE: CFG) today announced the appointment of Tracy A. Atkinson to the company’s Board of Directors, effective March 1, 2024. Atkinson’s appointment will temporarily expand the Citizens Board to 14 directors. She will serve on the Board’s Audit Committee. Atkinson most recently served as an executive vice president of State Street Corporation, having held a number of senior finance and risk management roles including chief administrative officer, chief compliance officer and head of operational risk, and treasurer.

“We are pleased to welcome Tracy to our board of directors,” said Chairman and Chief Executive Officer Bruce Van Saun. “She brings deep financial expertise and has significant experience serving on U.S. boards, as well as a highly sophisticated understanding of enterprise risk management and governance matters, and hands-on experience navigating significant regulatory change over her 30-plus year career in financial services.”

Citizens also announced that Edward J. (Ned) Kelly III, who has served on the Board since 2019, will be appointed as the company’s lead independent director, subject to his reelection, succeeding Shivan Subramaniam, who will retire from the Board after his current term expires at the annual meeting of shareholders in April 2024. Subramaniam, who has served on the Board since 2005, has reached the mandatory retirement age under the company’s Corporate Governance Guidelines. He currently serves as the chair of the Nominating and Corporate Governance Committee and is a member of the Compensation and Human Resources Committee. Kelly currently serves as the chair of the Compensation and Human Resources Committee and is a member of the Nominating and Corporate Governance Committee.

Added Van Saun: “I very much look forward to Ned’s continued contributions to Citizens in his expanded role, and I would like to express my deep appreciation to Shivan for his strong counsel and invaluable service since joining our board in 2005 -- a highly successful and transformative period for Citizens.”

Atkinson started her career at PricewaterhouseCoopers, where she was a partner in PwC’s audit and advisory practice. She later joined MFS Investment Management as Chief Risk and New Product Development Officer and later served as CFO and Treasurer for the firm’s fund complex. She currently serves on the boards of RTX Corporation (formerly, Raytheon Technologies), US Steel, and Affiliated Managers Group. Atkinson is a Certified Public Accountant, member of the NACD Compensation Committee and Risk Advisory Councils, and the Women Corporate Directors Boston Chapter. In 2018 and 2023, she was named to WomenInc Magazine’s List of Most Influential Corporate Directors. She has been recognized for her leadership and service to the community, which includes many years of service on the boards of the Arc of Massachusetts and Partners for Youth with Disabilities.

About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $222.0 billion in assets as of December 31, 2023. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a full-service customer contact center and the convenience of approximately 3,200 ATMs and approximately 1,100 branches in 14 states and the District of Columbia. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. In Commercial Banking, Citizens offers a broad complement of financial products and solutions, including lending and leasing, deposit and treasury management services,

foreign exchange, interest rate and commodity risk management solutions, as well as loan syndication, corporate finance, merger and acquisition, and debt and equity capital markets capabilities. More information is available at www.citizensbank.com or visit us on X (formerly Twitter), LinkedIn or Facebook.

Document and Entity Information Document	Feb. 16, 2024
Document and Entity Information [Line Items]
Entity Registrant Name	CITIZENS FINANCIAL GROUP INC/RI
Amendment Flag	false
Entity Central Index Key	0000759944
Document Type	8-K
Document Period End Date	Feb. 15, 2024
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36636
Entity Tax Identification Number	05-0412693
Entity Address, Address Line One	One Citizens Plaza
Entity Address, City or Town	Providence,
Entity Address, State or Province	RI
Entity Address, Postal Zip Code	02903
City Area Code	203
Local Phone Number	900-6715
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	Common stock, $0.01 par value per share
Trading Symbol	CFG
Security Exchange Name	NYSE
Series D Preferred Stock [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	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
Trading Symbol	CFG PrD
Security Exchange Name	NYSE
Series E Preferred Stock [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E
Trading Symbol	CFG PrE
Security Exchange Name	NYSE