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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): September 19, 2024
(Exact name of the registrant as specified in its charter)
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Delaware | 001-36636 | 05-0412693 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
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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:
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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 |
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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 20, 2024, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing that on September 19, 2024 its board of directors (the “Board”) appointed Claude E. Wade to the Company’s Board effective March 1, 2025. Mr. Wade’s appointment will temporarily expand the Board to 14 directors. He will serve on the Board’s Risk Committee.
Mr. Wade, who has over 30 years of operational, strategy and innovation roles, primarily with Fortune 100 companies, serves as executive vice president, Chief Digital Officer and Global Head of Business Operations and Global Head of Claims at AIG, overseeing its business operations, claims, data, innovation and digital teams. Prior to joining AIG in 2021, he served as BlackRock’s Global Head of Client Experience and Head of the Atlanta Innovation Hub where he was responsible for reshaping the global distribution ecosystem and improving the digital experience for BlackRock clients, revenue retention and efficiency improvements.
Mr. Wade will receive compensation for his services pursuant to the Company’s Non-Employee Directors Compensation Policy. There are no arrangements or understandings between Mr. Wade and any other person pursuant to which Mr. Wade was appointed to the Board. There are no transactions involving the Company and Mr. Wade that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
The Company also announced that Wendy Watson will retire from the Board after her current term expires at the annual meeting of shareholders in April 2025. Ms. Watson, who has served on the Board since 2010, currently serves as chair of the Audit Committee and is a member of the Risk Committee and the Compensation and Human Resources Committee. She has reached the mandatory retirement age under the Company’s Corporate Governance Guidelines.
A copy of the Company’s press release announcing Mr. Wade’s appointment as director and Ms. Watson’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
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| Exhibit Number | | Description |
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| Exhibit 99.1 | | |
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| 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.
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CITIZENS FINANCIAL GROUP, INC. |
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By: | | /s/ Robin S. Elkowitz |
| | Robin S. Elkowitz |
| | Executive Vice President, Deputy General Counsel and Secretary |
Date: September 20, 2024