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CITIZENS FINANCIAL GROUP INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and CITIZENS FINANCIAL GROUP INC.’s Form 8-K, filed April 25, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 15Ballot items
  • 744Asset managers
  • 11,595Fund votes
  • April 24, 2025Meeting date

Results at a glance

Meeting of April 24, 2025: 15 items on CITIZENS FINANCIAL GROUP INC.’s Form 8-K, filed April 25, 2025: 15 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 2024-2025 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 25, 2025 (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 24, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Lee Alexander 374,941,9802,223,011289,443 ---- 99.4%Not verified—
Elect Director: Tracy A. Atkinson 375,110,1582,062,763281,513 ---- 99.4%Not verified—
Elect Director: Christine M. Cumming 374,558,6882,615,168280,578 ---- 99.3%Not verified—
Elect Director: Kevin Cummings 375,682,8941,471,959299,581 ---- 99.6%Not verified—
Elect Director: William P. Hankowsky 347,725,74229,424,169304,523 ---- 92%Not verified—
Elect Director: Edward J. Kelly III 351,893,84925,262,105298,480 ---- 93%Not verified—
Elect Director: Robert G. Leary 374,805,7372,344,127304,570 ---- 99.3%Not verified—
Elect Director: Terrance J. Lillis 375,825,3291,324,807304,298 ---- 99.6%Not verified—
Elect Director: Michele N. Siekerka 369,462,9137,126,065865,456 ---- 98%Not verified—
Elect Director: Christopher J. Swift 368,512,4898,617,469324,476 ---- 98%Not verified—
Elect Director: Bruce Van Saun 355,298,71520,746,1101,409,609 ---- 94%Not verified—
Elect Director: Claude E. Wade 375,211,5531,951,064291,817 ---- 99.4%Not verified—
Elect Director: Marita Zuraitis 367,212,3559,374,259867,820 ---- 98%Not verified—
2. Advisory Vote on Executive Compensation 221,556,645155,322,032575,757 ---- 59%Not verified—
3. Ratification of Deloitte & Touche LLP as Registered Independent Public Accounting Firm for 2025 374,945,83727,270,087361,484 ---- 93%Not verified—

Source: CITIZENS FINANCIAL GROUP INC., Form 8-K, filed with the SEC on April 25, 2025 — read the filing on EDGAR.

How asset managers voted at the CITIZENS FINANCIAL GROUP INC. 2024-2025 meeting

Each item below shows how the 744 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 7 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 355,298,715AGAINST: 20,746,110
Details: description as filed, official tally, votes by 153 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”): 355,298,715 for, 20,746,110 against, per its Form 8-K filed April 25, 2025 (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: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 153 asset managers below reported 204,857,967 for, 19,826 against, 1 withheld, 44,792 abstained.

FOR
FOR: 204,857,967AGAINST: 19,826ABSTAIN: 44,792WITHHOLD: 1
Largest asset managers voting on “Election of Directors: Bruce Van Saun” at CITIZENS FINANCIAL GROUP INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard54,950,0810 00For
Capital Group37,923,1920 00For
BlackRock22,991,1700 00For
Invesco17,964,7880 00For
Fidelity12,802,9910 00For
State Street10,999,6620 00For
UNDISCOVERED MANAGERS FUNDS7,978,5490 00For
Victory Capital5,952,9790 00For
CITY NATIONAL ROCHDALE FUNDS3,386,9780 00For
First Trust3,353,9420 00For
Dimensional2,995,2620 00For
Charles Schwab2,958,6360 00For
Brighthouse1,206,5340 44,7920For
John Hancock1,186,8150 00For
AQR1,112,8810 00For
WisdomTree1,019,3370 00For
TIAA923,4920 00For
CARILLON SERIES TRUST821,8200 00For
MASTER INVESTMENT PORTFOLIO750,0700 00For
Bridge Builder Trust637,0550 00For
HOTCHKIS & WILEY FUNDS /DE/634,1300 00For
Federated Hermes588,2080 00For
Jackson National571,8730 00For
Six Circles Trust515,1920 00For
FRANKLIN VALUE INVESTORS TRUST505,3850 00For

Showing the 25 largest of 153 asset managers. See all 153 in the interactive database.

2. Elect Director: Lee Alexander

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 374,941,980AGAINST: 2,223,011
Details: description as filed, official tally, votes by 153 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”): 374,941,980 for, 2,223,011 against, per its Form 8-K filed April 25, 2025 (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 153 asset managers below reported 204,865,013 for, 12,781 against, 44,792 abstained.

FOR
FOR: 204,865,013AGAINST: 12,781ABSTAIN: 44,792
Largest asset managers voting on “Election of Directors: Lee Alexander” at CITIZENS FINANCIAL GROUP INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard54,950,0810 00For
Capital Group37,923,1920 00For
BlackRock22,991,1700 00For
Invesco17,964,7880 00For
Fidelity12,802,9910 00For
State Street10,999,6620 00For
UNDISCOVERED MANAGERS FUNDS7,978,5490 00For
Victory Capital5,952,9790 00For
CITY NATIONAL ROCHDALE FUNDS3,386,9780 00For
First Trust3,353,9420 00For
Dimensional2,995,2620 00For
Charles Schwab2,958,6360 00For
Brighthouse1,206,5340 44,7920For
John Hancock1,186,8150 00For
AQR1,112,8810 00For
WisdomTree1,019,3370 00For
TIAA923,4920 00For
CARILLON SERIES TRUST821,8200 00For
MASTER INVESTMENT PORTFOLIO750,0700 00For
Bridge Builder Trust637,0550 00For
HOTCHKIS & WILEY FUNDS /DE/634,1300 00For
Federated Hermes588,2080 00For
Jackson National571,8730 00For
Six Circles Trust515,1920 00For
FRANKLIN VALUE INVESTORS TRUST505,3850 00For

Showing the 25 largest of 153 asset managers. See all 153 in the interactive database.

3. Elect Director: Tracy A. Atkinson

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 375,110,158AGAINST: 2,062,763
Details: description as filed, official tally, votes by 153 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”): 375,110,158 for, 2,062,763 against, per its Form 8-K filed April 25, 2025 (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 153 asset managers below reported 204,862,085 for, 15,709 against, 44,792 abstained.

FOR
FOR: 204,862,085AGAINST: 15,709ABSTAIN: 44,792
Largest asset managers voting on “Election of Directors: Tracy A. Atkinson” at CITIZENS FINANCIAL GROUP INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard54,950,0810 00For
Capital Group37,923,1920 00For
BlackRock22,991,1700 00For
Invesco17,964,7880 00For
Fidelity12,802,9910 00For
State Street10,999,6620 00For
UNDISCOVERED MANAGERS FUNDS7,978,5490 00For
Victory Capital5,952,9790 00For
CITY NATIONAL ROCHDALE FUNDS3,386,9780 00For
First Trust3,353,9420 00For
Dimensional2,995,2620 00For
Charles Schwab2,958,6360 00For
Brighthouse1,206,5340 44,7920For
John Hancock1,186,8150 00For
AQR1,112,8810 00For
WisdomTree1,019,3370 00For
TIAA923,4920 00For
CARILLON SERIES TRUST821,8200 00For
MASTER INVESTMENT PORTFOLIO750,0700 00For
Bridge Builder Trust637,0550 00For
HOTCHKIS & WILEY FUNDS /DE/634,1300 00For
Federated Hermes588,2080 00For
Jackson National571,8730 00For
Six Circles Trust515,1920 00For
FRANKLIN VALUE INVESTORS TRUST505,3850 00For

Showing the 25 largest of 153 asset managers. See all 153 in the interactive database.

4. Elect Director: Christine M. Cumming

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%
FOR: 374,558,688AGAINST: 2,615,168
Details: description as filed, official tally, votes by 153 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”): 374,558,688 for, 2,615,168 against, per its Form 8-K filed April 25, 2025 (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 153 asset managers below reported 204,864,513 for, 12,781 against, 44,792 abstained.

FOR
FOR: 204,864,513AGAINST: 12,781ABSTAIN: 44,792
Largest asset managers voting on “Election of Directors: Christine M. Cumming” at CITIZENS FINANCIAL GROUP INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard54,950,0810 00For
Capital Group37,923,1920 00For
BlackRock22,991,1700 00For
Invesco17,964,7880 00For
Fidelity12,802,9910 00For
State Street10,999,6620 00For
UNDISCOVERED MANAGERS FUNDS7,978,5490 00For
Victory Capital5,952,9790 00For
CITY NATIONAL ROCHDALE FUNDS3,386,9780 00For
First Trust3,353,9420 00For
Dimensional2,995,2620 00For
Charles Schwab2,958,6360 00For
Brighthouse1,206,5340 44,7920For
John Hancock1,186,8150 00For
AQR1,112,8810 00For
WisdomTree1,019,3370 00For
TIAA923,4920 00For
CARILLON SERIES TRUST821,8200 00For
MASTER INVESTMENT PORTFOLIO750,0700 00For
Bridge Builder Trust637,0550 00For
HOTCHKIS & WILEY FUNDS /DE/634,1300 00For
Federated Hermes588,2080 00For
Jackson National571,8730 00For
Six Circles Trust515,1920 00For
FRANKLIN VALUE INVESTORS TRUST505,3850 00For

Showing the 25 largest of 153 asset managers. See all 153 in the interactive database.

5. Elect Director: Kevin Cummings

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%
FOR: 375,682,894AGAINST: 1,471,959
Details: description as filed, official tally, votes by 153 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”): 375,682,894 for, 1,471,959 against, per its Form 8-K filed April 25, 2025 (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 153 asset managers below reported 204,865,013 for, 12,781 against, 44,792 abstained.

FOR
FOR: 204,865,013AGAINST: 12,781ABSTAIN: 44,792
Largest asset managers voting on “Election of Directors: Kevin Cummings” at CITIZENS FINANCIAL GROUP INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard54,950,0810 00For
Capital Group37,923,1920 00For
BlackRock22,991,1700 00For
Invesco17,964,7880 00For
Fidelity12,802,9910 00For
State Street10,999,6620 00For
UNDISCOVERED MANAGERS FUNDS7,978,5490 00For
Victory Capital5,952,9790 00For
CITY NATIONAL ROCHDALE FUNDS3,386,9780 00For
First Trust3,353,9420 00For
Dimensional2,995,2620 00For
Charles Schwab2,958,6360 00For
Brighthouse1,206,5340 44,7920For
John Hancock1,186,8150 00For
AQR1,112,8810 00For
WisdomTree1,019,3370 00For
TIAA923,4920 00For
CARILLON SERIES TRUST821,8200 00For
MASTER INVESTMENT PORTFOLIO750,0700 00For
Bridge Builder Trust637,0550 00For
HOTCHKIS & WILEY FUNDS /DE/634,1300 00For
Federated Hermes588,2080 00For
Jackson National571,8730 00For
Six Circles Trust515,1920 00For
FRANKLIN VALUE INVESTORS TRUST505,3850 00For

Showing the 25 largest of 153 asset managers. See all 153 in the interactive database.

6. Elect Director: William P. Hankowsky

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%
FOR: 347,725,742AGAINST: 29,424,169
Details: description as filed, official tally, votes by 153 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”): 347,725,742 for, 29,424,169 against, per its Form 8-K filed April 25, 2025 (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: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 153 asset managers below reported 204,283,725 for, 594,069 against, 44,792 abstained.

FOR
FOR: 204,283,725AGAINST: 594,069ABSTAIN: 44,792
Largest asset managers voting on “Election of Directors: William P. Hankowsky” at CITIZENS FINANCIAL GROUP INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard54,950,0810 00For
Capital Group37,923,1920 00For
BlackRock22,988,6652,505 00For
Invesco17,964,7880 00For
Fidelity12,802,9910 00For
State Street10,999,6620 00For
UNDISCOVERED MANAGERS FUNDS7,978,5490 00For
Victory Capital5,952,9790 00For
CITY NATIONAL ROCHDALE FUNDS3,386,9780 00For
First Trust3,353,9420 00For
Dimensional2,995,2620 00For
Charles Schwab2,958,6360 00For
Brighthouse1,204,4192,115 44,7920For
John Hancock1,186,8150 00For
AQR1,112,8810 00For
WisdomTree1,019,3370 00For
TIAA923,4920 00For
CARILLON SERIES TRUST821,8200 00For
MASTER INVESTMENT PORTFOLIO750,0700 00For
Bridge Builder Trust624,14812,907 00For
HOTCHKIS & WILEY FUNDS /DE/634,1300 00For
Federated Hermes588,2080 00For
Jackson National571,8730 00For
Six Circles Trust515,1920 00For
FRANKLIN VALUE INVESTORS TRUST505,3850 00For

Showing the 25 largest of 153 asset managers. See all 153 in the interactive database.

7. Elect Director: Edward J. Kelly III

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 351,893,849AGAINST: 25,262,105
Details: description as filed, official tally, votes by 153 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”): 351,893,849 for, 25,262,105 against, per its Form 8-K filed April 25, 2025 (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 153 asset managers below reported 204,709,128 for, 168,665 against, 44,792 abstained.

FOR
FOR: 204,709,128AGAINST: 168,665ABSTAIN: 44,792
Largest asset managers voting on “Election of Directors: Edward J. Kelly III” at CITIZENS FINANCIAL GROUP INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard54,950,0810 00For
Capital Group37,923,1920 00For
BlackRock22,988,6652,505 00For
Invesco17,964,7880 00For
Fidelity12,802,9910 00For
State Street10,999,6620 00For
UNDISCOVERED MANAGERS FUNDS7,978,5490 00For
Victory Capital5,952,9790 00For
CITY NATIONAL ROCHDALE FUNDS3,386,9780 00For
First Trust3,353,9420 00For
Dimensional2,995,2620 00For
Charles Schwab2,958,6360 00For
Brighthouse1,206,5340 44,7920For
John Hancock1,186,8150 00For
AQR1,112,8810 00For
WisdomTree1,019,3370 00For
TIAA923,4920 00For
CARILLON SERIES TRUST821,8200 00For
MASTER INVESTMENT PORTFOLIO750,0700 00For
Bridge Builder Trust637,0550 00For
HOTCHKIS & WILEY FUNDS /DE/634,1300 00For
Federated Hermes588,2080 00For
Jackson National571,8730 00For
Six Circles Trust515,1920 00For
FRANKLIN VALUE INVESTORS TRUST505,3850 00For

Showing the 25 largest of 153 asset managers. See all 153 in the interactive database.

8. Elect Director: Robert G. Leary

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%
FOR: 374,805,737AGAINST: 2,344,127
Details: description as filed, official tally, votes by 153 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”): 374,805,737 for, 2,344,127 against, per its Form 8-K filed April 25, 2025 (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 153 asset managers below reported 204,856,126 for, 21,668 against, 44,792 abstained.

FOR
FOR: 204,856,126AGAINST: 21,668ABSTAIN: 44,792
Largest asset managers voting on “Election of Directors: Robert G. Leary” at CITIZENS FINANCIAL GROUP INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard54,950,0810 00For
Capital Group37,923,1920 00For
BlackRock22,991,1700 00For
Invesco17,964,7880 00For
Fidelity12,802,9910 00For
State Street10,999,6620 00For
UNDISCOVERED MANAGERS FUNDS7,978,5490 00For
Victory Capital5,952,9790 00For
CITY NATIONAL ROCHDALE FUNDS3,386,9780 00For
First Trust3,353,9420 00For
Dimensional2,995,2620 00For
Charles Schwab2,958,6360 00For
Brighthouse1,206,5340 44,7920For
John Hancock1,186,8150 00For
AQR1,112,8810 00For
WisdomTree1,019,3370 00For
TIAA923,4920 00For
CARILLON SERIES TRUST821,8200 00For
MASTER INVESTMENT PORTFOLIO750,0700 00For
Bridge Builder Trust637,0550 00For
HOTCHKIS & WILEY FUNDS /DE/634,1300 00For
Federated Hermes588,2080 00For
Jackson National571,8730 00For
Six Circles Trust515,1920 00For
FRANKLIN VALUE INVESTORS TRUST505,3850 00For

Showing the 25 largest of 153 asset managers. See all 153 in the interactive database.

9. Elect Director: Terrance J. Lillis

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%
FOR: 375,825,329AGAINST: 1,324,807
Details: description as filed, official tally, votes by 153 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”): 375,825,329 for, 1,324,807 against, per its Form 8-K filed April 25, 2025 (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 153 asset managers below reported 204,865,013 for, 12,781 against, 44,792 abstained.

FOR
FOR: 204,865,013AGAINST: 12,781ABSTAIN: 44,792
Largest asset managers voting on “Election of Directors: Terrance J. Lillis” at CITIZENS FINANCIAL GROUP INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard54,950,0810 00For
Capital Group37,923,1920 00For
BlackRock22,991,1700 00For
Invesco17,964,7880 00For
Fidelity12,802,9910 00For
State Street10,999,6620 00For
UNDISCOVERED MANAGERS FUNDS7,978,5490 00For
Victory Capital5,952,9790 00For
CITY NATIONAL ROCHDALE FUNDS3,386,9780 00For
First Trust3,353,9420 00For
Dimensional2,995,2620 00For
Charles Schwab2,958,6360 00For
Brighthouse1,206,5340 44,7920For
John Hancock1,186,8150 00For
AQR1,112,8810 00For
WisdomTree1,019,3370 00For
TIAA923,4920 00For
CARILLON SERIES TRUST821,8200 00For
MASTER INVESTMENT PORTFOLIO750,0700 00For
Bridge Builder Trust637,0550 00For
HOTCHKIS & WILEY FUNDS /DE/634,1300 00For
Federated Hermes588,2080 00For
Jackson National571,8730 00For
Six Circles Trust515,1920 00For
FRANKLIN VALUE INVESTORS TRUST505,3850 00For

Showing the 25 largest of 153 asset managers. See all 153 in the interactive database.

10. Elect Director: Michele N. Siekerka

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 369,462,913AGAINST: 7,126,065
Details: description as filed, official tally, votes by 153 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”): 369,462,913 for, 7,126,065 against, per its Form 8-K filed April 25, 2025 (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: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 153 asset managers below reported 204,704,551 for, 164,356 against, 53,679 abstained.

FOR
FOR: 204,704,551AGAINST: 164,356ABSTAIN: 53,679
Largest asset managers voting on “Election of Directors: Michele N. Siekerka” at CITIZENS FINANCIAL GROUP INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard54,950,0810 00For
Capital Group37,923,1920 00For
BlackRock22,991,1700 00For
Invesco17,964,7880 00For
Fidelity12,802,9910 00For
State Street10,999,6620 00For
UNDISCOVERED MANAGERS FUNDS7,978,5490 00For
Victory Capital5,952,9790 00For
CITY NATIONAL ROCHDALE FUNDS3,386,9780 00For
First Trust3,353,9420 00For
Dimensional2,995,2620 00For
Charles Schwab2,958,6360 00For
Brighthouse1,206,5340 44,7920For
John Hancock1,186,8150 00For
AQR1,112,8810 00For
WisdomTree1,019,3370 00For
TIAA923,4920 00For
CARILLON SERIES TRUST821,8200 00For
MASTER INVESTMENT PORTFOLIO750,0700 00For
Bridge Builder Trust637,0550 00For
HOTCHKIS & WILEY FUNDS /DE/634,1300 00For
Federated Hermes588,2080 00For
Jackson National571,8730 00For
Six Circles Trust515,1920 00For
FRANKLIN VALUE INVESTORS TRUST505,3850 00For

Showing the 25 largest of 153 asset managers. See all 153 in the interactive database.

11. Elect Director: Christopher J. Swift

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 368,512,489AGAINST: 8,617,469
Details: description as filed, official tally, votes by 153 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”): 368,512,489 for, 8,617,469 against, per its Form 8-K filed April 25, 2025 (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: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 153 asset managers below reported 204,851,029 for, 17,878 against, 53,679 abstained.

FOR
FOR: 204,851,029AGAINST: 17,878ABSTAIN: 53,679
Largest asset managers voting on “Election of Directors: Christopher J. Swift” at CITIZENS FINANCIAL GROUP INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard54,950,0810 00For
Capital Group37,923,1920 00For
BlackRock22,988,6652,505 00For
Invesco17,964,7880 00For
Fidelity12,802,9910 00For
State Street10,999,6620 00For
UNDISCOVERED MANAGERS FUNDS7,978,5490 00For
Victory Capital5,952,9790 00For
CITY NATIONAL ROCHDALE FUNDS3,386,9780 00For
First Trust3,353,9420 00For
Dimensional2,995,2620 00For
Charles Schwab2,958,6360 00For
Brighthouse1,206,5340 44,7920For
John Hancock1,186,8150 00For
AQR1,112,8810 00For
WisdomTree1,019,3370 00For
TIAA923,4920 00For
CARILLON SERIES TRUST821,8200 00For
MASTER INVESTMENT PORTFOLIO750,0700 00For
Bridge Builder Trust637,0550 00For
HOTCHKIS & WILEY FUNDS /DE/634,1300 00For
Federated Hermes588,2080 00For
Jackson National571,8730 00For
Six Circles Trust515,1920 00For
FRANKLIN VALUE INVESTORS TRUST505,3850 00For

Showing the 25 largest of 153 asset managers. See all 153 in the interactive database.

12. Elect Director: Claude E. Wade

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 375,211,553AGAINST: 1,951,064
Details: description as filed, official tally, votes by 153 asset managers

Description as filed by funds: Election of Directors: Claude E. Wade

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“Elect Director: Claude E. Wade”): 375,211,553 for, 1,951,064 against, per its Form 8-K filed April 25, 2025 (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 153 asset managers below reported 204,865,013 for, 12,781 against, 44,792 abstained.

FOR
FOR: 204,865,013AGAINST: 12,781ABSTAIN: 44,792
Largest asset managers voting on “Election of Directors: Claude E. Wade” at CITIZENS FINANCIAL GROUP INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard54,950,0810 00For
Capital Group37,923,1920 00For
BlackRock22,991,1700 00For
Invesco17,964,7880 00For
Fidelity12,802,9910 00For
State Street10,999,6620 00For
UNDISCOVERED MANAGERS FUNDS7,978,5490 00For
Victory Capital5,952,9790 00For
CITY NATIONAL ROCHDALE FUNDS3,386,9780 00For
First Trust3,353,9420 00For
Dimensional2,995,2620 00For
Charles Schwab2,958,6360 00For
Brighthouse1,206,5340 44,7920For
John Hancock1,186,8150 00For
AQR1,112,8810 00For
WisdomTree1,019,3370 00For
TIAA923,4920 00For
CARILLON SERIES TRUST821,8200 00For
MASTER INVESTMENT PORTFOLIO750,0700 00For
Bridge Builder Trust637,0550 00For
HOTCHKIS & WILEY FUNDS /DE/634,1300 00For
Federated Hermes588,2080 00For
Jackson National571,8730 00For
Six Circles Trust515,1920 00For
FRANKLIN VALUE INVESTORS TRUST505,3850 00For

Showing the 25 largest of 153 asset managers. See all 153 in the interactive database.

13. Elect Director: Marita Zuraitis

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 367,212,355AGAINST: 9,374,259
Details: description as filed, official tally, votes by 153 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”): 367,212,355 for, 9,374,259 against, per its Form 8-K filed April 25, 2025 (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: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 153 asset managers below reported 204,782,317 for, 86,090 against, 53,679 abstained.

FOR
FOR: 204,782,317AGAINST: 86,090ABSTAIN: 53,679
Largest asset managers voting on “Election of Directors: Marita Zuraitis” at CITIZENS FINANCIAL GROUP INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard54,950,0810 00For
Capital Group37,923,1920 00For
BlackRock22,991,1700 00For
Invesco17,964,7880 00For
Fidelity12,802,9910 00For
State Street10,999,6620 00For
UNDISCOVERED MANAGERS FUNDS7,978,5490 00For
Victory Capital5,952,9790 00For
CITY NATIONAL ROCHDALE FUNDS3,386,9780 00For
First Trust3,353,9420 00For
Dimensional2,995,2620 00For
Charles Schwab2,958,6360 00For
Brighthouse1,206,5340 44,7920For
John Hancock1,186,8150 00For
AQR1,112,8810 00For
WisdomTree1,019,3370 00For
TIAA923,4920 00For
CARILLON SERIES TRUST821,8200 00For
MASTER INVESTMENT PORTFOLIO750,0700 00For
Bridge Builder Trust624,14812,907 00For
HOTCHKIS & WILEY FUNDS /DE/634,1300 00For
Federated Hermes588,2080 00For
Jackson National571,8730 00For
Six Circles Trust515,1920 00For
FRANKLIN VALUE INVESTORS TRUST505,3850 00For

Showing the 25 largest of 153 asset managers. See all 153 in the interactive database.

14. 2. Advisory Vote on Executive Compensation

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

Combines 12 wordings of this item as funds reported it.

59% Majority: yes · of votes cast

FOR 59%AGAINST
FOR: 221,556,645AGAINST: 155,322,032
Details: description as filed, official tally, votes by 738 asset managers

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

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“2. Advisory Vote on Executive Compensation”): 221,556,645 for, 155,322,032 against, per its Form 8-K filed April 25, 2025 (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: 59% 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: 151 asset managers voting on “Advisory Vote On Executive Compensation.” at CITIZENS FINANCIAL GROUP INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard54,890,78159,300 00For
Capital Group37,923,1920 00For
BlackRock22,975,88815,282 00For
Invesco14,699,7983,264,990 00Mixed
Fidelity11,877,557925,434 00Mixed
State Street010,999,662 00Against
UNDISCOVERED MANAGERS FUNDS07,978,549 00Against
Victory Capital05,952,979 00Against
CITY NATIONAL ROCHDALE FUNDS03,386,978 00Against
First Trust03,353,942 00Against
Dimensional02,995,262 00Against
Charles Schwab02,958,636 00Against
Brighthouse1,115,65490,880 44,7920Mixed
John Hancock38,9551,147,860 00Against
AQR01,112,881 00Against
WisdomTree1,019,3370 00For
TIAA923,4920 00For
CARILLON SERIES TRUST0821,820 00Against
MASTER INVESTMENT PORTFOLIO750,0700 00For
Bridge Builder Trust33,618603,437 00Mixed
HOTCHKIS & WILEY FUNDS /DE/634,1300 00For
Federated Hermes588,2080 00For
Jackson National558,79213,081 00For
Six Circles Trust515,1920 00For
FRANKLIN VALUE INVESTORS TRUST0505,385 00Against

Fund voting reports, all 151 managers: 152,997,131 for, 51,692,693 against, 44,792 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 619 asset managers voting on “Advisory Vote On Executive Compensation.” at CITIZENS FINANCIAL GROUP INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Capital Group37,193,8164,203 00For
Invesco17,494,2793,294,560 00Mixed
State Street2,575,50815,255,446 00Mixed
BlackRock16,337,422317,576 00For
GEODE CAPITAL MANAGEMENT, LLC11,147,9000 00For
FULLER & THALER ASSET MANAGEMENT, INC.09,545,834 00Against
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC8,179,5550 00For
Amundi07,756,130 00Against
Charles Schwab06,757,516 00Against
NORDEA INVESTMENT MANAGEMENT AB04,405,699 00Against
AQR04,260,929 00Against
Northern Trust3,661,430261,026 00Mixed
LSV ASSET MANAGEMENT03,773,951 00Against
Wellington3,478,7920 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC02,938,576 00Against
Vanguard2,868,25143,613 00For
BANK OF MONTREAL /CAN/2,410,6660 00For
MELLON INVESTMENTS Corp1,900,7580 00For
HSBC01,818,401 00Against
UBS01,738,824 00Against
Legal & General Investment Management Ltd43,0021,492,042 00Against
Fidelity1,520,5900 00For
Citadel1,305,0400 00For
Dimensional01,280,397 00Against
Robeco Institutional Asset Management B.V.01,273,261 00Against

Institutional-manager reports, all 619 managers: 120,820,502 for, 105,542,332 against, 104 abstained, 37,891 not voted, 128 unknown. Showing the 25 largest; see all in the interactive database.

15. 3. Ratification of Deloitte & Touche LLP as Registered Independent Public Accounting Firm for 2025

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 374,945,837AGAINST: 27,270,087
Details: description as filed, official tally, votes by 151 asset managers

Description as filed by funds: RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2025 FISCAL YEAR.

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“3. Ratification of Deloitte & Touche LLP as Registered Independent Public Accounting Firm for 2025”): 374,945,837 for, 27,270,087 against, per its Form 8-K filed April 25, 2025 (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.

Also reported under other wordings, matched to the same row of CITIZENS FINANCIAL GROUP INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Ratify Appointment of Independent Auditors” (6 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

The 151 asset managers below reported 204,525,154 for, 143,780 against, 44,792 abstained.

FOR
FOR: 204,525,154AGAINST: 143,780ABSTAIN: 44,792
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., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard54,950,0810 00For
Capital Group37,923,1920 00For
BlackRock22,991,1700 00For
Invesco17,964,7880 00For
Fidelity12,802,9910 00For
State Street10,999,6620 00For
UNDISCOVERED MANAGERS FUNDS7,978,5490 00For
Victory Capital5,952,9790 00For
CITY NATIONAL ROCHDALE FUNDS3,386,9780 00For
First Trust3,353,9420 00For
Dimensional2,995,2620 00For
Charles Schwab2,958,6360 00For
Brighthouse1,204,4192,115 44,7920For
John Hancock1,186,8150 00For
AQR1,112,8810 00For
WisdomTree1,019,3370 00For
TIAA923,4920 00For
CARILLON SERIES TRUST821,8200 00For
MASTER INVESTMENT PORTFOLIO750,0700 00For
Bridge Builder Trust637,0550 00For
HOTCHKIS & WILEY FUNDS /DE/634,1300 00For
Federated Hermes588,2080 00For
Jackson National571,8730 00For
Six Circles Trust515,1920 00For
FRANKLIN VALUE INVESTORS TRUST505,3850 00For

Showing the 25 largest of 151 asset managers. See all 151 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of April 25, 2024, which belongs to the 2023-2024 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest CITIZENS FINANCIAL GROUP INC. shareholders voting in 2024-2025

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 437,668,127 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.”, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 12.56%
2Capital Group 8.66%
3BlackRock 5.25%
4Invesco 4.10%
5Fidelity 2.93%
6State Street 2.51%
7UNDISCOVERED MANAGERS FUNDS 1.82%
8Victory Capital 1.36%
9CITY NATIONAL ROCHDALE FUNDS 0.77%
10First Trust 0.77%
Institutional-manager reports: top CITIZENS FINANCIAL GROUP INC. shareholders by shares voted on “Advisory Vote On Executive Compensation.”, 2024-2025
#Asset manager % of shares outstanding
1Capital Group 8.50%
2Invesco 4.75%
3State Street 4.07%
4BlackRock 3.81%
5GEODE CAPITAL MANAGEMENT, LLC 2.55%
6FULLER & THALER ASSET MANAGEMENT, INC. 2.18%
7HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC 1.87%
8Amundi 1.77%
9Charles Schwab 1.55%
10NORDEA INVESTMENT MANAGEMENT AB 1.01%

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 2024-2025 proxy season
Holder % outstanding Disclosure
BlackRock 10.34% 13F
Invesco 5.34% 13F
STATE STREET CORPORATION 4.63% 13G
Morgan Stanley 2.56% 13F
Charles Schwab 1.58% 13F
Capital International 1.35% 13F
Wellington Management 1.21% 13F

Percentages above are of 437,668,127 shares outstanding, as reported by CITIZENS FINANCIAL GROUP INC. on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

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, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At CITIZENS FINANCIAL GROUP INC.'s shareholder meeting held April 24, 2025, in the 2024-2025 proxy season, 744 asset managers reported how they voted on 15 ballot items in their SEC Form N-PX filings, covering 11,595 separate fund positions. On the most widely held item on that ballot — Advisory Vote On Executive Compensation. — FOR was 59% 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 25, 2025.

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

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