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CITIZENS FINANCIAL GROUP INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and CITIZENS FINANCIAL GROUP INC.’s Form 8-K, filed April 26, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 18Ballot items
  • 686Asset managers
  • 13,058Fund votes
  • April 25, 2024Meeting date

Results at a glance

Meeting of April 25, 2024: 18 items on CITIZENS FINANCIAL GROUP INC.’s Form 8-K, filed April 26, 2024: 18 without a stated outcome.

Material dissent

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore CITIZENS FINANCIAL GROUP INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by CITIZENS FINANCIAL GROUP INC.

These tallies are CITIZENS FINANCIAL GROUP INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed April 26, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

CITIZENS FINANCIAL GROUP INC. — official shareholder meeting results, meeting held April 25, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Lee Alexander 393,853,6642,157,599312,705 ---- 99.4%Not verified—
Elect Director: Tracy A. Atkinson 393,531,3492,492,399300,220 ---- 99.3%Not verified—
Elect Director: Christine M. Cumming 394,745,3131,286,996291,659 ---- 99.6%Not verified—
Elect Director: Kevin Cummings 393,016,5193,006,997300,452 ---- 99.2%Not verified—
Elect Director: William P. Hankowsky 369,437,91726,563,278322,773 ---- 93%Not verified—
Elect Director: Edward J. Kelly III 370,136,41025,865,876321,682 ---- 93%Not verified—
Elect Director: Robert G. Leary 393,838,8532,172,620312,495 ---- 99.4%Not verified—
Elect Director: Terrance J. Lillis 384,916,44211,085,987321,539 ---- 97%Not verified—
Elect Director: Michele N. Siekerka 384,454,79811,530,443338,727 ---- 97%Not verified—
Elect Director: Christopher J. Swift 393,920,2132,072,312331,443 ---- 99.4%Not verified—
Elect Director: Bruce Van Saun 377,920,87314,348,2244,054,871 ---- 96%Not verified—
Elect Director: Wendy A. Watson 375,026,95020,998,771298,247 ---- 95%Not verified—
Elect Director: Marita Zuraitis 380,425,20115,577,923320,844 ---- 96%Not verified—
2. Approve the Amended and Restated 2014 Non-Employee Directors Compensation Plan 383,048,86412,782,490492,614 ---- 97%Not verified—
3. Advisory Vote on Executive Compensation 248,447,683147,116,010760,275 ---- 63%Not verified—
4. Approve the Amended and Restated 2014 Omnibus Incentive Plan 382,855,93312,942,791525,244 ---- 97%Not verified—
5. Approve the Amended and Restated 2014 Employee Stock Purchase Plan 392,787,8253,171,999364,144 ---- 99.1%Not verified—
6. Ratification of Deloitte & Touche LLP as Registered Independent Public Accounting Firm for 2024 410,899,73812,468,275359,071 ---- 97%Not verified—

Source: CITIZENS FINANCIAL GROUP INC., Form 8-K, filed with the SEC on April 26, 2024 — read the filing on EDGAR.

How asset managers voted at the CITIZENS FINANCIAL GROUP INC. 2023-2024 meeting

Each item below shows how the 686 asset managers that disclosed a CITIZENS FINANCIAL GROUP INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Bruce Van Saun

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 377,920,873AGAINST: 14,348,224
Details: description as filed, official tally, votes by 146 asset managers

Description as filed by funds: Election of Directors: Bruce Van Saun

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“Elect Director: Bruce Van Saun”): 377,920,873 for, 14,348,224 against, per its Form 8-K filed April 26, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 146 asset managers below reported 234,483,252 for, 279,187 against, 61,167 abstained.

FOR
FOR: 234,483,252AGAINST: 279,187ABSTAIN: 61,167
Largest asset managers voting on “Election of Directors: Bruce Van Saun” at CITIZENS FINANCIAL GROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard60,604,5120 00For
Capital Group38,098,8850 00For
BlackRock24,758,2440 00For
Invesco19,113,3830 00For
State Street11,575,902908 00For
Fidelity10,549,5440 00For
UNDISCOVERED MANAGERS FUNDS10,282,8520 00For
PIONEER FUND /MA/8,717,2100 00For
First Trust7,525,2040 00For
Brighthouse4,308,6860 56,6670For
JPMorgan3,963,1400 00For
CITY NATIONAL ROCHDALE FUNDS3,889,9370 00For
Lincoln Financial3,592,3320 00For
Charles Schwab2,932,1250 00For
Dimensional2,419,5740 00For
CARILLON SERIES TRUST1,390,9460 00For
John Hancock1,312,1940 00For
Prudential/PGIM1,180,3380 00For
HOTCHKIS & WILEY FUNDS /DE/1,160,3300 00For
FRANKLIN MUTUAL SERIES FUNDS1,156,1570 00For
TIAA947,1360 00For
Equitable864,6010 00For
AMERICAN BEACON FUNDS835,4210 00For
ALPS ETF Trust741,6610 00For
MASTER INVESTMENT PORTFOLIO726,3670 00For

Showing the 25 largest of 146 asset managers. See all 146 in the interactive database.

2. Elect Director: Christine M. Cumming

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%
FOR: 394,745,313AGAINST: 1,286,996
Details: description as filed, official tally, votes by 146 asset managers

Description as filed by funds: Election of Directors: Christine M. Cumming

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“Elect Director: Christine M. Cumming”): 394,745,313 for, 1,286,996 against, per its Form 8-K filed April 26, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 146 asset managers below reported 234,745,312 for, 17,127 against, 61,167 abstained.

FOR
FOR: 234,745,312AGAINST: 17,127ABSTAIN: 61,167
Largest asset managers voting on “Election of Directors: Christine M. Cumming” at CITIZENS FINANCIAL GROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard60,604,5120 00For
Capital Group38,098,8850 00For
BlackRock24,758,2440 00For
Invesco19,113,3830 00For
State Street11,576,083727 00For
Fidelity10,549,5440 00For
UNDISCOVERED MANAGERS FUNDS10,282,8520 00For
PIONEER FUND /MA/8,717,2100 00For
First Trust7,525,2040 00For
Brighthouse4,308,6860 56,6670For
JPMorgan3,963,1400 00For
CITY NATIONAL ROCHDALE FUNDS3,889,9370 00For
Lincoln Financial3,592,3320 00For
Charles Schwab2,932,1250 00For
Dimensional2,419,5740 00For
CARILLON SERIES TRUST1,390,9460 00For
John Hancock1,312,1940 00For
Prudential/PGIM1,180,3380 00For
HOTCHKIS & WILEY FUNDS /DE/1,160,3300 00For
FRANKLIN MUTUAL SERIES FUNDS1,156,1570 00For
TIAA947,1360 00For
Equitable864,6010 00For
AMERICAN BEACON FUNDS835,4210 00For
ALPS ETF Trust741,6610 00For
MASTER INVESTMENT PORTFOLIO726,3670 00For

Showing the 25 largest of 146 asset managers. See all 146 in the interactive database.

3. Elect Director: Christopher J. Swift

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 393,920,213AGAINST: 2,072,312
Details: description as filed, official tally, votes by 146 asset managers

Description as filed by funds: Election of Directors: Christopher J. Swift

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“Elect Director: Christopher J. Swift”): 393,920,213 for, 2,072,312 against, per its Form 8-K filed April 26, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 146 asset managers below reported 234,739,440 for, 17,127 against, 67,038 abstained.

FOR
FOR: 234,739,440AGAINST: 17,127ABSTAIN: 67,038
Largest asset managers voting on “Election of Directors: Christopher J. Swift” at CITIZENS FINANCIAL GROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard60,604,5120 00For
Capital Group38,098,8850 00For
BlackRock24,758,2440 00For
Invesco19,113,3830 00For
State Street11,576,083727 00For
Fidelity10,549,5440 00For
UNDISCOVERED MANAGERS FUNDS10,282,8520 00For
PIONEER FUND /MA/8,717,2100 00For
First Trust7,525,2040 00For
Brighthouse4,308,6860 56,6670For
JPMorgan3,963,1400 00For
CITY NATIONAL ROCHDALE FUNDS3,889,9370 00For
Lincoln Financial3,592,3320 00For
Charles Schwab2,932,1250 00For
Dimensional2,419,5740 00For
CARILLON SERIES TRUST1,390,9460 00For
John Hancock1,312,1940 00For
Prudential/PGIM1,180,3380 00For
HOTCHKIS & WILEY FUNDS /DE/1,160,3300 00For
FRANKLIN MUTUAL SERIES FUNDS1,156,1570 00For
TIAA947,1360 00For
Equitable864,6010 00For
AMERICAN BEACON FUNDS835,4210 00For
ALPS ETF Trust741,6610 00For
MASTER INVESTMENT PORTFOLIO726,3670 00For

Showing the 25 largest of 146 asset managers. See all 146 in the interactive database.

4. Elect Director: Edward J. Kelly III

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 370,136,410AGAINST: 25,865,876
Details: description as filed, official tally, votes by 146 asset managers

Description as filed by funds: Election of Directors: Edward J. Kelly III

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“Elect Director: Edward J. Kelly III”): 370,136,410 for, 25,865,876 against, per its Form 8-K filed April 26, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 146 asset managers below reported 234,348,245 for, 414,193 against, 61,167 abstained.

FOR
FOR: 234,348,245AGAINST: 414,193ABSTAIN: 61,167
Largest asset managers voting on “Election of Directors: Edward J. Kelly III” at CITIZENS FINANCIAL GROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard60,604,5120 00For
Capital Group38,098,8850 00For
BlackRock24,758,2440 00For
Invesco19,113,3830 00For
State Street11,575,2111,599 00For
Fidelity10,549,5440 00For
UNDISCOVERED MANAGERS FUNDS10,282,8520 00For
PIONEER FUND /MA/8,717,2100 00For
First Trust7,525,2040 00For
Brighthouse4,308,6860 56,6670For
JPMorgan3,963,1400 00For
CITY NATIONAL ROCHDALE FUNDS3,889,9370 00For
Lincoln Financial3,592,3320 00For
Charles Schwab2,932,1250 00For
Dimensional2,419,5740 00For
CARILLON SERIES TRUST1,390,9460 00For
John Hancock1,312,1940 00For
Prudential/PGIM1,180,3380 00For
HOTCHKIS & WILEY FUNDS /DE/1,160,3300 00For
FRANKLIN MUTUAL SERIES FUNDS1,156,1570 00For
TIAA947,1360 00For
Equitable864,6010 00For
AMERICAN BEACON FUNDS771,62163,800 00Mixed
ALPS ETF Trust741,6610 00For
MASTER INVESTMENT PORTFOLIO726,3670 00For

Showing the 25 largest of 146 asset managers. See all 146 in the interactive database.

5. Elect Director: Kevin Cummings

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%
FOR: 393,016,519AGAINST: 3,006,997
Details: description as filed, official tally, votes by 146 asset managers

Description as filed by funds: Election of Directors: Kevin Cummings

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“Elect Director: Kevin Cummings”): 393,016,519 for, 3,006,997 against, per its Form 8-K filed April 26, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 146 asset managers below reported 234,745,130 for, 17,309 against, 61,167 abstained.

FOR
FOR: 234,745,130AGAINST: 17,309ABSTAIN: 61,167
Largest asset managers voting on “Election of Directors: Kevin Cummings” at CITIZENS FINANCIAL GROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard60,604,5120 00For
Capital Group38,098,8850 00For
BlackRock24,758,2440 00For
Invesco19,113,3830 00For
State Street11,575,902908 00For
Fidelity10,549,5440 00For
UNDISCOVERED MANAGERS FUNDS10,282,8520 00For
PIONEER FUND /MA/8,717,2100 00For
First Trust7,525,2040 00For
Brighthouse4,308,6860 56,6670For
JPMorgan3,963,1400 00For
CITY NATIONAL ROCHDALE FUNDS3,889,9370 00For
Lincoln Financial3,592,3320 00For
Charles Schwab2,932,1250 00For
Dimensional2,419,5740 00For
CARILLON SERIES TRUST1,390,9460 00For
John Hancock1,312,1940 00For
Prudential/PGIM1,180,3380 00For
HOTCHKIS & WILEY FUNDS /DE/1,160,3300 00For
FRANKLIN MUTUAL SERIES FUNDS1,156,1570 00For
TIAA947,1360 00For
Equitable864,6010 00For
AMERICAN BEACON FUNDS835,4210 00For
ALPS ETF Trust741,6610 00For
MASTER INVESTMENT PORTFOLIO726,3670 00For

Showing the 25 largest of 146 asset managers. See all 146 in the interactive database.

6. Elect Director: Lee Alexander

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 393,853,664AGAINST: 2,157,599
Details: description as filed, official tally, votes by 146 asset managers

Description as filed by funds: Election of Directors: Lee Alexander

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“Elect Director: Lee Alexander”): 393,853,664 for, 2,157,599 against, per its Form 8-K filed April 26, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 146 asset managers below reported 234,745,311 for, 17,127 against, 61,167 abstained.

FOR
FOR: 234,745,311AGAINST: 17,127ABSTAIN: 61,167
Largest asset managers voting on “Election of Directors: Lee Alexander” at CITIZENS FINANCIAL GROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard60,604,5120 00For
Capital Group38,098,8850 00For
BlackRock24,758,2440 00For
Invesco19,113,3830 00For
State Street11,576,083727 00For
Fidelity10,549,5440 00For
UNDISCOVERED MANAGERS FUNDS10,282,8520 00For
PIONEER FUND /MA/8,717,2100 00For
First Trust7,525,2040 00For
Brighthouse4,308,6860 56,6670For
JPMorgan3,963,1400 00For
CITY NATIONAL ROCHDALE FUNDS3,889,9370 00For
Lincoln Financial3,592,3320 00For
Charles Schwab2,932,1250 00For
Dimensional2,419,5740 00For
CARILLON SERIES TRUST1,390,9460 00For
John Hancock1,312,1940 00For
Prudential/PGIM1,180,3380 00For
HOTCHKIS & WILEY FUNDS /DE/1,160,3300 00For
FRANKLIN MUTUAL SERIES FUNDS1,156,1570 00For
TIAA947,1360 00For
Equitable864,6010 00For
AMERICAN BEACON FUNDS835,4210 00For
ALPS ETF Trust741,6610 00For
MASTER INVESTMENT PORTFOLIO726,3670 00For

Showing the 25 largest of 146 asset managers. See all 146 in the interactive database.

7. Elect Director: Marita Zuraitis

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 380,425,201AGAINST: 15,577,923
Details: description as filed, official tally, votes by 146 asset managers

Description as filed by funds: Election of Directors: Marita Zuraitis

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“Elect Director: Marita Zuraitis”): 380,425,201 for, 15,577,923 against, per its Form 8-K filed April 26, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 146 asset managers below reported 234,228,081 for, 534,358 against, 61,167 abstained.

FOR
FOR: 234,228,081AGAINST: 534,358ABSTAIN: 61,167
Largest asset managers voting on “Election of Directors: Marita Zuraitis” at CITIZENS FINANCIAL GROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard60,604,5120 00For
Capital Group38,098,8850 00For
BlackRock24,758,2440 00For
Invesco19,113,3830 00For
State Street11,574,2832,527 00For
Fidelity10,549,5440 00For
UNDISCOVERED MANAGERS FUNDS10,282,8520 00For
PIONEER FUND /MA/8,717,2100 00For
First Trust7,525,2040 00For
Brighthouse4,308,6860 56,6670For
JPMorgan3,963,1400 00For
CITY NATIONAL ROCHDALE FUNDS3,889,9370 00For
Lincoln Financial3,592,3320 00For
Charles Schwab2,932,1250 00For
Dimensional2,419,5740 00For
CARILLON SERIES TRUST1,390,9460 00For
John Hancock1,312,1940 00For
Prudential/PGIM1,180,3380 00For
HOTCHKIS & WILEY FUNDS /DE/1,160,3300 00For
FRANKLIN MUTUAL SERIES FUNDS1,156,1570 00For
TIAA947,1360 00For
Equitable864,6010 00For
AMERICAN BEACON FUNDS771,62163,800 00Mixed
ALPS ETF Trust741,6610 00For
MASTER INVESTMENT PORTFOLIO726,3670 00For

Showing the 25 largest of 146 asset managers. See all 146 in the interactive database.

8. Elect Director: Michele N. Siekerka

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 384,454,798AGAINST: 11,530,443
Details: description as filed, official tally, votes by 146 asset managers

Description as filed by funds: Election of Directors: Michele N. Siekerka

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“Elect Director: Michele N. Siekerka”): 384,454,798 for, 11,530,443 against, per its Form 8-K filed April 26, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 146 asset managers below reported 234,686,888 for, 69,680 against, 67,038 abstained.

FOR
FOR: 234,686,888AGAINST: 69,680ABSTAIN: 67,038
Largest asset managers voting on “Election of Directors: Michele N. Siekerka” at CITIZENS FINANCIAL GROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard60,604,5120 00For
Capital Group38,098,8850 00For
BlackRock24,758,2440 00For
Invesco19,113,3830 00For
State Street11,576,083727 00For
Fidelity10,549,5440 00For
UNDISCOVERED MANAGERS FUNDS10,282,8520 00For
PIONEER FUND /MA/8,717,2100 00For
First Trust7,525,2040 00For
Brighthouse4,308,6860 56,6670For
JPMorgan3,963,1400 00For
CITY NATIONAL ROCHDALE FUNDS3,889,9370 00For
Lincoln Financial3,592,3320 00For
Charles Schwab2,932,1250 00For
Dimensional2,419,5740 00For
CARILLON SERIES TRUST1,390,9460 00For
John Hancock1,312,1940 00For
Prudential/PGIM1,180,3380 00For
HOTCHKIS & WILEY FUNDS /DE/1,160,3300 00For
FRANKLIN MUTUAL SERIES FUNDS1,156,1570 00For
TIAA947,1360 00For
Equitable864,6010 00For
AMERICAN BEACON FUNDS835,4210 00For
ALPS ETF Trust741,6610 00For
MASTER INVESTMENT PORTFOLIO726,3670 00For

Showing the 25 largest of 146 asset managers. See all 146 in the interactive database.

9. Elect Director: Robert G. Leary

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 393,838,853AGAINST: 2,172,620
Details: description as filed, official tally, votes by 146 asset managers

Description as filed by funds: Election of Directors: Robert G. Leary

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“Elect Director: Robert G. Leary”): 393,838,853 for, 2,172,620 against, per its Form 8-K filed April 26, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 146 asset managers below reported 234,739,440 for, 22,998 against, 61,167 abstained.

FOR
FOR: 234,739,440AGAINST: 22,998ABSTAIN: 61,167
Largest asset managers voting on “Election of Directors: Robert G. Leary” at CITIZENS FINANCIAL GROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard60,604,5120 00For
Capital Group38,098,8850 00For
BlackRock24,758,2440 00For
Invesco19,113,3830 00For
State Street11,576,083727 00For
Fidelity10,549,5440 00For
UNDISCOVERED MANAGERS FUNDS10,282,8520 00For
PIONEER FUND /MA/8,717,2100 00For
First Trust7,525,2040 00For
Brighthouse4,308,6860 56,6670For
JPMorgan3,963,1400 00For
CITY NATIONAL ROCHDALE FUNDS3,889,9370 00For
Lincoln Financial3,592,3320 00For
Charles Schwab2,932,1250 00For
Dimensional2,419,5740 00For
CARILLON SERIES TRUST1,390,9460 00For
John Hancock1,312,1940 00For
Prudential/PGIM1,180,3380 00For
HOTCHKIS & WILEY FUNDS /DE/1,160,3300 00For
FRANKLIN MUTUAL SERIES FUNDS1,156,1570 00For
TIAA947,1360 00For
Equitable864,6010 00For
AMERICAN BEACON FUNDS835,4210 00For
ALPS ETF Trust741,6610 00For
MASTER INVESTMENT PORTFOLIO726,3670 00For

Showing the 25 largest of 146 asset managers. See all 146 in the interactive database.

10. Elect Director: Terrance J. Lillis

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 384,916,442AGAINST: 11,085,987
Details: description as filed, official tally, votes by 146 asset managers

Description as filed by funds: Election of Directors: Terrance J. Lillis

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“Elect Director: Terrance J. Lillis”): 384,916,442 for, 11,085,987 against, per its Form 8-K filed April 26, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 146 asset managers below reported 234,406,585 for, 355,854 against, 61,167 abstained.

FOR
FOR: 234,406,585AGAINST: 355,854ABSTAIN: 61,167
Largest asset managers voting on “Election of Directors: Terrance J. Lillis” at CITIZENS FINANCIAL GROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard60,604,5120 00For
Capital Group38,098,8850 00For
BlackRock24,758,2440 00For
Invesco19,113,3830 00For
State Street11,575,2111,599 00For
Fidelity10,549,5440 00For
UNDISCOVERED MANAGERS FUNDS10,282,8520 00For
PIONEER FUND /MA/8,717,2100 00For
First Trust7,525,2040 00For
Brighthouse4,308,6860 56,6670For
JPMorgan3,963,1400 00For
CITY NATIONAL ROCHDALE FUNDS3,889,9370 00For
Lincoln Financial3,592,3320 00For
Charles Schwab2,932,1250 00For
Dimensional2,419,5740 00For
CARILLON SERIES TRUST1,390,9460 00For
John Hancock1,312,1940 00For
Prudential/PGIM1,180,3380 00For
HOTCHKIS & WILEY FUNDS /DE/1,160,3300 00For
FRANKLIN MUTUAL SERIES FUNDS1,156,1570 00For
TIAA947,1360 00For
Equitable864,6010 00For
AMERICAN BEACON FUNDS771,62163,800 00Mixed
ALPS ETF Trust741,6610 00For
MASTER INVESTMENT PORTFOLIO726,3670 00For

Showing the 25 largest of 146 asset managers. See all 146 in the interactive database.

11. Elect Director: Tracy A. Atkinson

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%
FOR: 393,531,349AGAINST: 2,492,399
Details: description as filed, official tally, votes by 146 asset managers

Description as filed by funds: Election of Directors: Tracy A. Atkinson

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“Elect Director: Tracy A. Atkinson”): 393,531,349 for, 2,492,399 against, per its Form 8-K filed April 26, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 146 asset managers below reported 234,746,346 for, 16,093 against, 61,167 abstained.

FOR
FOR: 234,746,346AGAINST: 16,093ABSTAIN: 61,167
Largest asset managers voting on “Election of Directors: Tracy A. Atkinson” at CITIZENS FINANCIAL GROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard60,604,5120 00For
Capital Group38,098,8850 00For
BlackRock24,758,2440 00For
Invesco19,113,3830 00For
State Street11,576,8100 00For
Fidelity10,549,5440 00For
UNDISCOVERED MANAGERS FUNDS10,282,8520 00For
PIONEER FUND /MA/8,717,2100 00For
First Trust7,525,2040 00For
Brighthouse4,308,6860 56,6670For
JPMorgan3,963,1400 00For
CITY NATIONAL ROCHDALE FUNDS3,889,9370 00For
Lincoln Financial3,592,3320 00For
Charles Schwab2,932,1250 00For
Dimensional2,419,5740 00For
CARILLON SERIES TRUST1,390,9460 00For
John Hancock1,312,1940 00For
Prudential/PGIM1,180,3380 00For
HOTCHKIS & WILEY FUNDS /DE/1,160,3300 00For
FRANKLIN MUTUAL SERIES FUNDS1,156,1570 00For
TIAA947,1360 00For
Equitable864,6010 00For
AMERICAN BEACON FUNDS835,4210 00For
ALPS ETF Trust741,6610 00For
MASTER INVESTMENT PORTFOLIO726,3670 00For

Showing the 25 largest of 146 asset managers. See all 146 in the interactive database.

12. Elect Director: Wendy A. Watson

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 375,026,950AGAINST: 20,998,771
Details: description as filed, official tally, votes by 146 asset managers

Description as filed by funds: Election of Directors: Wendy A. Watson

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“Elect Director: Wendy A. Watson”): 375,026,950 for, 20,998,771 against, per its Form 8-K filed April 26, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 146 asset managers below reported 234,505,763 for, 256,676 against, 61,167 abstained.

FOR
FOR: 234,505,763AGAINST: 256,676ABSTAIN: 61,167
Largest asset managers voting on “Election of Directors: Wendy A. Watson” at CITIZENS FINANCIAL GROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard60,604,5120 00For
Capital Group38,098,8850 00For
BlackRock24,758,2440 00For
Invesco19,113,3830 00For
State Street11,575,1561,654 00For
Fidelity10,549,5440 00For
UNDISCOVERED MANAGERS FUNDS10,282,8520 00For
PIONEER FUND /MA/8,717,2100 00For
First Trust7,525,2040 00For
Brighthouse4,308,6860 56,6670For
JPMorgan3,963,1400 00For
CITY NATIONAL ROCHDALE FUNDS3,889,9370 00For
Lincoln Financial3,592,3320 00For
Charles Schwab2,932,1250 00For
Dimensional2,419,5740 00For
CARILLON SERIES TRUST1,390,9460 00For
John Hancock1,312,1940 00For
Prudential/PGIM1,180,3380 00For
HOTCHKIS & WILEY FUNDS /DE/1,160,3300 00For
FRANKLIN MUTUAL SERIES FUNDS1,156,1570 00For
TIAA947,1360 00For
Equitable864,6010 00For
AMERICAN BEACON FUNDS835,4210 00For
ALPS ETF Trust741,6610 00For
MASTER INVESTMENT PORTFOLIO726,3670 00For

Showing the 25 largest of 146 asset managers. See all 146 in the interactive database.

13. Elect Director: William P. Hankowsky

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 369,437,917AGAINST: 26,563,278
Details: description as filed, official tally, votes by 146 asset managers

Description as filed by funds: Election of Directors: William P. Hankowsky

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“Elect Director: William P. Hankowsky”): 369,437,917 for, 26,563,278 against, per its Form 8-K filed April 26, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 146 asset managers below reported 234,271,797 for, 490,642 against, 61,167 abstained.

FOR
FOR: 234,271,797AGAINST: 490,642ABSTAIN: 61,167
Largest asset managers voting on “Election of Directors: William P. Hankowsky” at CITIZENS FINANCIAL GROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard60,604,5120 00For
Capital Group38,098,8850 00For
BlackRock24,758,2440 00For
Invesco19,113,3830 00For
State Street11,574,2832,527 00For
Fidelity10,549,5440 00For
UNDISCOVERED MANAGERS FUNDS10,282,8520 00For
PIONEER FUND /MA/8,717,2100 00For
First Trust7,525,2040 00For
Brighthouse4,308,6860 56,6670For
JPMorgan3,963,1400 00For
CITY NATIONAL ROCHDALE FUNDS3,889,9370 00For
Lincoln Financial3,592,3320 00For
Charles Schwab2,932,1250 00For
Dimensional2,419,5740 00For
CARILLON SERIES TRUST1,390,9460 00For
John Hancock1,312,1940 00For
Prudential/PGIM1,180,3380 00For
HOTCHKIS & WILEY FUNDS /DE/1,160,3300 00For
FRANKLIN MUTUAL SERIES FUNDS1,156,1570 00For
TIAA947,1360 00For
Equitable864,6010 00For
AMERICAN BEACON FUNDS771,62163,800 00Mixed
ALPS ETF Trust741,6610 00For
MASTER INVESTMENT PORTFOLIO726,3670 00For

Showing the 25 largest of 146 asset managers. See all 146 in the interactive database.

14. 2. Approve the Amended and Restated 2014 Non-Employee Directors Compensation Plan

Outcome not verifiedCOMPENSATIONReported outcome: Not verified

Combines 10 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 383,048,864AGAINST: 12,782,490
Details: description as filed, official tally, votes by 166 asset managers

Description as filed by funds: Approve the Amended and Restated 2014 Non- Employee Director Compensation Plan.

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“2. Approve the Amended and Restated 2014 Non-Employee Directors Compensation Plan”): 383,048,864 for, 12,782,490 against, per its Form 8-K filed April 26, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 166 asset managers below reported 233,885,102 for, 2,270,109 against, 5,109 abstained.

FOR
FOR: 233,885,102AGAINST: 2,270,109ABSTAIN: 5,109
Largest asset managers voting on “Approve the Amended and Restated 2014 Non- Employee Director Compensation Plan.” at CITIZENS FINANCIAL GROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard60,604,5120 00For
Capital Group38,098,8850 00For
BlackRock24,758,2440 00For
Invesco19,113,3830 00For
State Street11,575,883927 00For
Fidelity10,549,5440 00For
UNDISCOVERED MANAGERS FUNDS10,282,8520 00For
PIONEER FUND /MA/8,717,2100 00For
First Trust7,525,2040 00For
Brighthouse4,365,3530 00For
JPMorgan3,963,1400 00For
CITY NATIONAL ROCHDALE FUNDS3,889,9370 00For
Lincoln Financial3,592,3320 00For
Charles Schwab2,932,1250 00For
Dimensional2,419,5740 00For
CARILLON SERIES TRUST1,390,9460 00For
John Hancock1,312,1940 00For
Prudential/PGIM87,7851,092,553 00Mixed
HOTCHKIS & WILEY FUNDS /DE/1,160,3300 00For
FRANKLIN MUTUAL SERIES FUNDS1,156,1570 00For
TIAA947,1360 00For
BRUNI J V & CO /CO0922,858 00Against
Equitable864,6010 00For
AMERICAN BEACON FUNDS835,4210 00For
ALPS ETF Trust741,6610 00For

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

15. 5. Approve the Amended and Restated 2014 Employee Stock Purchase Plan

Outcome not verifiedCOMPENSATIONReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%
FOR: 392,787,825AGAINST: 3,171,999
Details: description as filed, official tally, votes by 154 asset managers

Description as filed by funds: Approve the Amended and Restated 2014 Employee Stock Purchase Plan.

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“5. Approve the Amended and Restated 2014 Employee Stock Purchase Plan”): 392,787,825 for, 3,171,999 against, per its Form 8-K filed April 26, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 154 asset managers below reported 234,758,749 for, 1,132,327 against, 4,500 abstained.

FOR
FOR: 234,758,749AGAINST: 1,132,327ABSTAIN: 4,500
Largest asset managers voting on “Approve the Amended and Restated 2014 Employee Stock Purchase Plan.” at CITIZENS FINANCIAL GROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard60,604,5120 00For
Capital Group38,098,8850 00For
BlackRock24,758,2440 00For
Invesco19,113,3830 00For
State Street11,576,8100 00For
Fidelity10,549,5440 00For
UNDISCOVERED MANAGERS FUNDS10,282,8520 00For
PIONEER FUND /MA/8,717,2100 00For
First Trust7,525,2040 00For
Brighthouse4,308,68656,667 00For
JPMorgan3,963,1400 00For
CITY NATIONAL ROCHDALE FUNDS3,889,9370 00For
Lincoln Financial3,592,3320 00For
Charles Schwab2,932,1250 00For
Dimensional2,419,5740 00For
CARILLON SERIES TRUST1,390,9460 00For
John Hancock1,312,1940 00For
Prudential/PGIM1,180,3380 00For
HOTCHKIS & WILEY FUNDS /DE/1,160,3300 00For
FRANKLIN MUTUAL SERIES FUNDS1,156,1570 00For
TIAA947,1360 00For
BRUNI J V & CO /CO0922,858 00Against
Equitable864,6010 00For
AMERICAN BEACON FUNDS835,4210 00For
ALPS ETF Trust741,6610 00For

Showing the 25 largest of 154 asset managers. See all 154 in the interactive database.

16. 4. Approve the Amended and Restated 2014 Omnibus Incentive Plan

Outcome not verifiedCOMPENSATIONReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 382,855,933AGAINST: 12,942,791
Details: description as filed, official tally, votes by 146 asset managers

Description as filed by funds: Approve the Amended and Restated 2014 Omnibus Incentive Plan.

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“4. Approve the Amended and Restated 2014 Omnibus Incentive Plan”): 382,855,933 for, 12,942,791 against, per its Form 8-K filed April 26, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 146 asset managers below reported 234,264,608 for, 1,363,642 against, 58,327 abstained.

FOR
FOR: 234,264,608AGAINST: 1,363,642ABSTAIN: 58,327
Largest asset managers voting on “Approve the Amended and Restated 2014 Omnibus Incentive Plan.” at CITIZENS FINANCIAL GROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard60,604,5120 00For
Capital Group38,098,8850 00For
BlackRock24,758,2440 00For
Invesco19,113,3830 00For
State Street11,575,883927 00For
Fidelity10,549,5440 00For
UNDISCOVERED MANAGERS FUNDS10,282,8520 00For
PIONEER FUND /MA/8,717,2100 00For
First Trust7,525,2040 00For
Brighthouse4,301,4430 56,6670For
JPMorgan3,963,1400 00For
CITY NATIONAL ROCHDALE FUNDS3,889,9370 00For
Lincoln Financial3,592,3320 00For
Charles Schwab2,932,1250 00For
Dimensional2,419,5740 00For
CARILLON SERIES TRUST1,390,9460 00For
John Hancock1,312,1940 00For
Prudential/PGIM1,180,3380 00For
HOTCHKIS & WILEY FUNDS /DE/1,160,3300 00For
FRANKLIN MUTUAL SERIES FUNDS1,156,1570 00For
TIAA947,1360 00For
BRUNI J V & CO /CO0922,858 00Against
Equitable864,6010 00For
AMERICAN BEACON FUNDS835,4210 00For
ALPS ETF Trust741,6610 00For

Showing the 25 largest of 146 asset managers. See all 146 in the interactive database.

17. 3. Advisory Vote on Executive Compensation

Outcome not verifiedFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 14 wordings of this item as funds reported it.

63% Majority: yes · of votes cast

FOR 63%AGAINST
FOR: 248,447,683AGAINST: 147,116,010
Details: description as filed, official tally, votes by 674 asset managers

Description as filed by funds: Advisory Vote on Executive Compensation.

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“3. Advisory Vote on Executive Compensation”): 248,447,683 for, 147,116,010 against, per its Form 8-K filed April 26, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 63% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 142 asset managers voting on “Advisory Vote on Executive Compensation.” at CITIZENS FINANCIAL GROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard60,586,61217,900 00For
Capital Group38,098,8850 00For
BlackRock24,758,2440 00For
Invesco19,113,3830 00For
State Street4,75211,572,058 00Against
Fidelity10,418,409131,135 00For
UNDISCOVERED MANAGERS FUNDS010,282,852 00Against
PIONEER FUND /MA/08,717,210 00Against
First Trust07,525,204 00Against
Brighthouse4,209,20599,481 56,6670For
JPMorgan3,933,14429,996 00For
CITY NATIONAL ROCHDALE FUNDS3,889,9370 00For
Lincoln Financial3,562,48729,845 00For
Charles Schwab2,932,1250 00For
Dimensional02,419,574 00Against
CARILLON SERIES TRUST01,390,946 00Against
John Hancock1,087,772224,422 00Mixed
Prudential/PGIM87,6431,092,695 00Mixed
HOTCHKIS & WILEY FUNDS /DE/1,160,3300 00For
FRANKLIN MUTUAL SERIES FUNDS1,156,1570 00For
TIAA947,1360 00For
Equitable536,537328,064 00Mixed
AMERICAN BEACON FUNDS771,62163,800 00Mixed
ALPS ETF Trust0741,661 00Against
MASTER INVESTMENT PORTFOLIO726,3670 00For

Fund voting reports, all 142 managers: 184,135,269 for, 50,619,906 against, 61,167 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 563 asset managers voting on “Advisory Vote on Executive Compensation.” at CITIZENS FINANCIAL GROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Capital Group38,285,22812 00For
Invesco19,781,1610 00For
BlackRock17,808,214432,275 00For
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC14,601,9636,700 00For
FULLER & THALER ASSET MANAGEMENT, INC.011,999,438 00Against
AMUNDI ASSET MANAGEMENT US, INC.011,721,570 00Against
State Street011,563,482 00Against
GEODE CAPITAL MANAGEMENT, LLC10,602,7480 00For
Charles Schwab7,122,4270 00For
Amundi06,692,456 00Against
LSV ASSET MANAGEMENT4,481,023199,994 00For
Man Group plc3,845,1700 00For
JPMorgan3,654,495152,224 00For
APG Asset Management US Inc.03,749,373 00Against
NORDEA INVESTMENT MANAGEMENT AB03,040,006 00Against
PARAMETRIC PORTFOLIO ASSOCIATES LLC02,773,131 00Against
Northern Trust17,4872,443,319 00Against
Legal & General Investment Management Ltd02,454,695 00Against
Vanguard2,158,2390 00For
MELLON INVESTMENTS Corp02,117,843 00Against
Point7202,104,264 00Against
FRANKLIN MUTUAL ADVISERS LLC1,625,8320 00For
BANK OF MONTREAL /CAN/1,608,1260 00For
BANK OF AMERICA NA1,488,8350 00For
SCOUT INVESTMENTS, INC.01,437,397 00Against

Institutional-manager reports, all 563 managers: 140,864,345 for, 92,967,954 against, 723 abstained, 23,973 not voted, 563 unknown. Showing the 25 largest; see all in the interactive database.

18. 6. Ratification of Deloitte & Touche LLP as Registered Independent Public Accounting Firm for 2024

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 410,899,738AGAINST: 12,468,275
Details: description as filed, official tally, votes by 147 asset managers

Description as filed by funds: RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2024 FISCAL YEAR.

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“6. Ratification of Deloitte & Touche LLP as Registered Independent Public Accounting Firm for 2024”): 410,899,738 for, 12,468,275 against, per its Form 8-K filed April 26, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 147 asset managers below reported 234,708,425 for, 63,714 against, 61,167 abstained.

FOR
FOR: 234,708,425AGAINST: 63,714ABSTAIN: 61,167
Largest asset managers voting on “RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2” at CITIZENS FINANCIAL GROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard60,604,5120 00For
Capital Group38,098,8850 00For
BlackRock24,758,2440 00For
Invesco19,113,3830 00For
State Street11,575,883927 00For
Fidelity10,549,5440 00For
UNDISCOVERED MANAGERS FUNDS10,282,8520 00For
PIONEER FUND /MA/8,717,2100 00For
First Trust7,525,2040 00For
Brighthouse4,308,6860 56,6670For
JPMorgan3,963,1400 00For
CITY NATIONAL ROCHDALE FUNDS3,889,9370 00For
Lincoln Financial3,592,3320 00For
Charles Schwab2,932,1250 00For
Dimensional2,419,5740 00For
CARILLON SERIES TRUST1,390,9460 00For
John Hancock1,312,1940 00For
Prudential/PGIM1,180,3380 00For
HOTCHKIS & WILEY FUNDS /DE/1,160,3300 00For
FRANKLIN MUTUAL SERIES FUNDS1,156,1570 00For
TIAA947,1360 00For
Equitable864,6010 00For
AMERICAN BEACON FUNDS835,4210 00For
ALPS ETF Trust741,6610 00For
MASTER INVESTMENT PORTFOLIO726,3670 00For

Showing the 25 largest of 147 asset managers. See all 147 in the interactive database.

Largest CITIZENS FINANCIAL GROUP INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 458,485,032 shares outstanding at the time of that meeting.

Fund voting reports: top CITIZENS FINANCIAL GROUP INC. shareholders by shares voted on “Advisory Vote on Executive Compensation.”, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 13.22%
2Capital Group 8.31%
3BlackRock 5.40%
4Invesco 4.17%
5State Street 2.53%
6Fidelity 2.30%
7UNDISCOVERED MANAGERS FUNDS 2.24%
8PIONEER FUND /MA/ 1.90%
9First Trust 1.64%
10Brighthouse 0.95%
Institutional-manager reports: top CITIZENS FINANCIAL GROUP INC. shareholders by shares voted on “Advisory Vote on Executive Compensation.”, 2023-2024
#Asset manager % of shares outstanding
1Capital Group 8.35%
2Invesco 4.31%
3BlackRock 3.98%
4HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC 3.19%
5FULLER & THALER ASSET MANAGEMENT, INC. 2.62%
6AMUNDI ASSET MANAGEMENT US, INC. 2.56%
7State Street 2.52%
8GEODE CAPITAL MANAGEMENT, LLC 2.31%
9Charles Schwab 1.55%
10Amundi 1.46%

Reported CITIZENS FINANCIAL GROUP INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

CITIZENS FINANCIAL GROUP INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
Vanguard Group 11.16% 13F
BlackRock 9.56% 13F
Capital International Investors 7.94% DEF14A
State Street Corporation 6.19% DEF14A
Invesco 4.79% 13F
Morgan Stanley 2.38% 13F
Geode Capital 2.35% 13F
Charles Schwab 1.63% 13F
Millennium Management 1.15% 13F
Norges Bank 0.97% 13F

Percentages above are of 458,485,032 shares outstanding, as reported by CITIZENS FINANCIAL GROUP INC. on its Form 10-Q dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

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Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from CITIZENS FINANCIAL GROUP INC.’s 10-Q dated March 31, 2024. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At CITIZENS FINANCIAL GROUP INC.'s shareholder meeting held April 25, 2024, in the 2023-2024 proxy season, 686 asset managers reported how they voted on 18 ballot items in their SEC Form N-PX filings, covering 13,058 separate fund positions. On the most widely held item on that ballot — Advisory Vote on Executive Compensation. — FOR was 63% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: CITIZENS FINANCIAL GROUP INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on April 26, 2024.

CITIZENS FINANCIAL GROUP INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.