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Citizens Financial Group, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Citizens Financial Group, Inc.’s Form 8-K, filed April 24, 2026 (Item 5.07 on EDGAR). Page generated October 13, 2026.

  • 15Ballot items
  • 849Asset managers
  • 12,477Fund votes
  • April 23, 2026Meeting date

Results at a glance

Meeting of April 23, 2026: 15 items on Citizens Financial Group, Inc.’s Form 8-K, filed April 24, 2026: 15 without a stated outcome.

Material dissent

None.

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 · This season’s results screens

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

Explore Citizens Financial Group, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 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 24, 2026 (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 23, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Lee Alexander 356,581,8691,397,934949,881 ---- 99.6%Not verified—
Elect Director: Tracy A. Atkinson 352,761,1165,224,645943,923 ---- 99%Not verified—
Elect Director: Christine M. Cumming 353,100,1514,894,501935,032 ---- 99%Not verified—
Elect Director: Kevin Cummings 357,462,701514,226952,757 ---- 99.8%Not verified—
Elect Director: Edward J. Kelly III 341,968,64016,011,559949,485 ---- 96%Not verified—
Elect Director: Robert G. Leary 356,532,6401,445,734951,310 ---- 99.5%Not verified—
Elect Director: Terrance J. Lillis 357,515,328463,818950,538 ---- 99.8%Not verified—
Elect Director: Michele N. Siekerka 351,292,2726,490,7451,146,667 ---- 98%Not verified—
Elect Director: Christopher J. Swift 348,810,2519,169,674949,759 ---- 97%Not verified—
Elect Director: Bruce Van Saun 336,685,76320,362,0541,881,867 ---- 94%Not verified—
Elect Director: Claude E. Wade 357,540,427437,507951,750 ---- 99.8%Not verified—
Elect Director: Marita Zuraitis 346,407,35411,579,895942,435 ---- 97%Not verified—
2. Advisory Vote on Executive Compensation 327,158,44930,630,0161,141,219 ---- 91%Not verified—
3. Ratification of Deloitte & Touche LLP as Registered Independent Public Accounting Firm for 2026 355,450,67429,398,633396,887 ---- 92%Not verified—
4. Shareholder proposal for the adoption of a majority voting standard 36,243,037321,379,3521,307,295 ---- 10%Not verified—

Source: Citizens Financial Group, Inc., Form 8-K, filed with the SEC on April 24, 2026 — read the filing on EDGAR.

How asset managers voted at the Citizens Financial Group, Inc. 2025-2026 meeting

Each item below shows how the 849 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 5 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 336,685,763AGAINST: 20,362,054
Details: description as filed, official tally, votes by 152 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”): 336,685,763 for, 20,362,054 against, per its Form 8-K filed April 24, 2026 (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 152 asset managers below reported 162,309,577 for, 14,238 against, 9,558 abstained, 327 not voted.

FOR
FOR: 162,309,577AGAINST: 14,238ABSTAIN: 9,558NOT VOTED: 327
Largest asset managers voting on “Election of Directors: Bruce Van Saun” at Citizens Financial Group, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard48,575,396125 40For
Capital Group32,616,8560 00For
Invesco21,935,6650 00For
BlackRock21,815,0110 00For
Fidelity11,092,5920 00For
Charles Schwab2,949,3090 00For
Dimensional1,787,3450 00For
John Hancock1,737,0030 00For
First Trust1,151,1040 00For
CARILLON SERIES TRUST960,4060 00For
Victory Capital909,5670 00For
Six Circles Trust902,7120 00For
TIAA824,3240 00For
Bridge Builder Trust810,7470 00For
Neuberger Berman708,7950 00For
MASTER INVESTMENT PORTFOLIO657,5890 00For
Lincoln Financial608,7520 00For
Goldman Sachs604,6680 00For
Brighthouse538,7800 9,5540For
AQR546,2130 00For
Virtus488,3060 00For
Russell Investments467,5320 00For
Federated Hermes445,6850 00For
Equitable410,0320 00For
FRANKLIN VALUE INVESTORS TRUST388,0660 00For

Showing the 25 largest of 152 asset managers. See all 152 in the interactive database.

2. Elect Director: Christine M. Cumming

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 353,100,151AGAINST: 4,894,501
Details: description as filed, official tally, votes by 152 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”): 353,100,151 for, 4,894,501 against, per its Form 8-K filed April 24, 2026 (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% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 152 asset managers below reported 162,150,054 for, 173,763 against, 9,558 abstained, 327 not voted.

FOR
FOR: 162,150,054AGAINST: 173,763ABSTAIN: 9,558NOT VOTED: 327
Largest asset managers voting on “Election of Directors: Christine M. Cumming” at Citizens Financial Group, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard48,575,49231 40For
Capital Group32,616,8560 00For
Invesco21,935,6650 00For
BlackRock21,815,0110 00For
Fidelity11,092,5920 00For
Charles Schwab2,949,3090 00For
Dimensional1,787,3450 00For
John Hancock1,737,0030 00For
First Trust1,151,1040 00For
CARILLON SERIES TRUST960,4060 00For
Victory Capital909,5670 00For
Six Circles Trust902,7120 00For
TIAA824,3240 00For
Bridge Builder Trust810,7470 00For
Neuberger Berman708,7950 00For
MASTER INVESTMENT PORTFOLIO657,5890 00For
Lincoln Financial608,7520 00For
Goldman Sachs604,6680 00For
Brighthouse538,7800 9,5540For
AQR546,2130 00For
Virtus488,3060 00For
Russell Investments467,5320 00For
Federated Hermes445,6850 00For
Equitable410,0320 00For
FRANKLIN VALUE INVESTORS TRUST388,0660 00For

Showing the 25 largest of 152 asset managers. See all 152 in the interactive database.

3. Elect Director: Christopher J. Swift

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 348,810,251AGAINST: 9,169,674
Details: description as filed, official tally, votes by 152 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”): 348,810,251 for, 9,169,674 against, per its Form 8-K filed April 24, 2026 (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 152 asset managers below reported 162,108,134 for, 215,684 against, 9,558 abstained, 327 not voted.

FOR
FOR: 162,108,134AGAINST: 215,684ABSTAIN: 9,558NOT VOTED: 327
Largest asset managers voting on “Election of Directors: Christopher J. Swift” at Citizens Financial Group, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard48,575,47153 40For
Capital Group32,616,8560 00For
Invesco21,935,6650 00For
BlackRock21,815,0110 00For
Fidelity11,092,5920 00For
Charles Schwab2,949,3090 00For
Dimensional1,787,3450 00For
John Hancock1,737,0030 00For
First Trust1,151,1040 00For
CARILLON SERIES TRUST960,4060 00For
Victory Capital909,5670 00For
Six Circles Trust902,7120 00For
TIAA824,3240 00For
Bridge Builder Trust810,7470 00For
Neuberger Berman708,7950 00For
MASTER INVESTMENT PORTFOLIO657,5890 00For
Lincoln Financial608,7520 00For
Goldman Sachs604,6680 00For
Brighthouse538,7800 9,5540For
AQR546,2130 00For
Virtus488,3060 00For
Russell Investments467,5320 00For
Federated Hermes445,6850 00For
Equitable410,0320 00For
FRANKLIN VALUE INVESTORS TRUST388,0660 00For

Showing the 25 largest of 152 asset managers. See all 152 in the interactive database.

4. Elect Director: Claude E. Wade

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%
FOR: 357,540,427AGAINST: 437,507
Details: description as filed, official tally, votes by 152 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”): 357,540,427 for, 437,507 against, per its Form 8-K filed April 24, 2026 (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: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 152 asset managers below reported 162,309,702 for, 14,115 against, 9,558 abstained, 327 not voted.

FOR
FOR: 162,309,702AGAINST: 14,115ABSTAIN: 9,558NOT VOTED: 327
Largest asset managers voting on “Election of Directors: Claude E. Wade” at Citizens Financial Group, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard48,575,5212 40For
Capital Group32,616,8560 00For
Invesco21,935,6650 00For
BlackRock21,815,0110 00For
Fidelity11,092,5920 00For
Charles Schwab2,949,3090 00For
Dimensional1,787,3450 00For
John Hancock1,737,0030 00For
First Trust1,151,1040 00For
CARILLON SERIES TRUST960,4060 00For
Victory Capital909,5670 00For
Six Circles Trust902,7120 00For
TIAA824,3240 00For
Bridge Builder Trust810,7470 00For
Neuberger Berman708,7950 00For
MASTER INVESTMENT PORTFOLIO657,5890 00For
Lincoln Financial608,7520 00For
Goldman Sachs604,6680 00For
Brighthouse538,7800 9,5540For
AQR546,2130 00For
Virtus488,3060 00For
Russell Investments467,5320 00For
Federated Hermes445,6850 00For
Equitable410,0320 00For
FRANKLIN VALUE INVESTORS TRUST388,0660 00For

Showing the 25 largest of 152 asset managers. See all 152 in the interactive database.

5. Elect Director: Edward J. Kelly III

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 341,968,640AGAINST: 16,011,559
Details: description as filed, official tally, votes by 152 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”): 341,968,640 for, 16,011,559 against, per its Form 8-K filed April 24, 2026 (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 152 asset managers below reported 162,108,093 for, 215,724 against, 9,558 abstained, 327 not voted.

FOR
FOR: 162,108,093AGAINST: 215,724ABSTAIN: 9,558NOT VOTED: 327
Largest asset managers voting on “Election of Directors: Edward J. Kelly III” at Citizens Financial Group, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard48,575,43093 40For
Capital Group32,616,8560 00For
Invesco21,935,6650 00For
BlackRock21,815,0110 00For
Fidelity11,092,5920 00For
Charles Schwab2,949,3090 00For
Dimensional1,787,3450 00For
John Hancock1,737,0030 00For
First Trust1,151,1040 00For
CARILLON SERIES TRUST960,4060 00For
Victory Capital909,5670 00For
Six Circles Trust902,7120 00For
TIAA824,3240 00For
Bridge Builder Trust810,7470 00For
Neuberger Berman708,7950 00For
MASTER INVESTMENT PORTFOLIO657,5890 00For
Lincoln Financial608,7520 00For
Goldman Sachs604,6680 00For
Brighthouse538,7800 9,5540For
AQR546,2130 00For
Virtus488,3060 00For
Russell Investments467,5320 00For
Federated Hermes445,6850 00For
Equitable410,0320 00For
FRANKLIN VALUE INVESTORS TRUST388,0660 00For

Showing the 25 largest of 152 asset managers. See all 152 in the interactive database.

6. Elect Director: Kevin Cummings

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%
FOR: 357,462,701AGAINST: 514,226
Details: description as filed, official tally, votes by 152 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”): 357,462,701 for, 514,226 against, per its Form 8-K filed April 24, 2026 (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: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 152 asset managers below reported 162,309,701 for, 14,115 against, 9,558 abstained, 327 not voted.

FOR
FOR: 162,309,701AGAINST: 14,115ABSTAIN: 9,558NOT VOTED: 327
Largest asset managers voting on “Election of Directors: Kevin Cummings” at Citizens Financial Group, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard48,575,5202 40For
Capital Group32,616,8560 00For
Invesco21,935,6650 00For
BlackRock21,815,0110 00For
Fidelity11,092,5920 00For
Charles Schwab2,949,3090 00For
Dimensional1,787,3450 00For
John Hancock1,737,0030 00For
First Trust1,151,1040 00For
CARILLON SERIES TRUST960,4060 00For
Victory Capital909,5670 00For
Six Circles Trust902,7120 00For
TIAA824,3240 00For
Bridge Builder Trust810,7470 00For
Neuberger Berman708,7950 00For
MASTER INVESTMENT PORTFOLIO657,5890 00For
Lincoln Financial608,7520 00For
Goldman Sachs604,6680 00For
Brighthouse538,7800 9,5540For
AQR546,2130 00For
Virtus488,3060 00For
Russell Investments467,5320 00For
Federated Hermes445,6850 00For
Equitable410,0320 00For
FRANKLIN VALUE INVESTORS TRUST388,0660 00For

Showing the 25 largest of 152 asset managers. See all 152 in the interactive database.

7. Elect Director: Lee Alexander

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%
FOR: 356,581,869AGAINST: 1,397,934
Details: description as filed, official tally, votes by 152 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”): 356,581,869 for, 1,397,934 against, per its Form 8-K filed April 24, 2026 (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 152 asset managers below reported 162,309,695 for, 14,121 against, 9,558 abstained, 327 not voted.

FOR
FOR: 162,309,695AGAINST: 14,121ABSTAIN: 9,558NOT VOTED: 327
Largest asset managers voting on “Election of Directors: Lee Alexander” at Citizens Financial Group, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard48,575,5148 40For
Capital Group32,616,8560 00For
Invesco21,935,6650 00For
BlackRock21,815,0110 00For
Fidelity11,092,5920 00For
Charles Schwab2,949,3090 00For
Dimensional1,787,3450 00For
John Hancock1,737,0030 00For
First Trust1,151,1040 00For
CARILLON SERIES TRUST960,4060 00For
Victory Capital909,5670 00For
Six Circles Trust902,7120 00For
TIAA824,3240 00For
Bridge Builder Trust810,7470 00For
Neuberger Berman708,7950 00For
MASTER INVESTMENT PORTFOLIO657,5890 00For
Lincoln Financial608,7520 00For
Goldman Sachs604,6680 00For
Brighthouse538,7800 9,5540For
AQR546,2130 00For
Virtus488,3060 00For
Russell Investments467,5320 00For
Federated Hermes445,6850 00For
Equitable410,0320 00For
FRANKLIN VALUE INVESTORS TRUST388,0660 00For

Showing the 25 largest of 152 asset managers. See all 152 in the interactive database.

8. Elect Director: Marita Zuraitis

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 346,407,354AGAINST: 11,579,895
Details: description as filed, official tally, votes by 152 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”): 346,407,354 for, 11,579,895 against, per its Form 8-K filed April 24, 2026 (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 152 asset managers below reported 161,948,500 for, 375,317 against, 9,558 abstained, 327 not voted.

FOR
FOR: 161,948,500AGAINST: 375,317ABSTAIN: 9,558NOT VOTED: 327
Largest asset managers voting on “Election of Directors: Marita Zuraitis” at Citizens Financial Group, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard48,575,45667 40For
Capital Group32,616,8560 00For
Invesco21,935,6650 00For
BlackRock21,815,0110 00For
Fidelity11,092,5920 00For
Charles Schwab2,949,3090 00For
Dimensional1,787,3450 00For
John Hancock1,737,0030 00For
First Trust1,151,1040 00For
CARILLON SERIES TRUST960,4060 00For
Victory Capital909,5670 00For
Six Circles Trust902,7120 00For
TIAA824,3240 00For
Bridge Builder Trust810,7470 00For
Neuberger Berman708,7950 00For
MASTER INVESTMENT PORTFOLIO657,5890 00For
Lincoln Financial608,7520 00For
Goldman Sachs604,6680 00For
Brighthouse538,7800 9,5540For
AQR546,2130 00For
Virtus488,3060 00For
Russell Investments467,5320 00For
Federated Hermes445,6850 00For
Equitable410,0320 00For
FRANKLIN VALUE INVESTORS TRUST388,0660 00For

Showing the 25 largest of 152 asset managers. See all 152 in the interactive database.

9. Elect Director: Michele N. Siekerka

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 351,292,272AGAINST: 6,490,745
Details: description as filed, official tally, votes by 152 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”): 351,292,272 for, 6,490,745 against, per its Form 8-K filed April 24, 2026 (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 152 asset managers below reported 162,108,151 for, 215,667 against, 9,560 abstained, 327 not voted.

FOR
FOR: 162,108,151AGAINST: 215,667ABSTAIN: 9,560NOT VOTED: 327
Largest asset managers voting on “Election of Directors: Michele N. Siekerka” at Citizens Financial Group, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard48,575,48836 60For
Capital Group32,616,8560 00For
Invesco21,935,6650 00For
BlackRock21,815,0110 00For
Fidelity11,092,5920 00For
Charles Schwab2,949,3090 00For
Dimensional1,787,3450 00For
John Hancock1,737,0030 00For
First Trust1,151,1040 00For
CARILLON SERIES TRUST960,4060 00For
Victory Capital909,5670 00For
Six Circles Trust902,7120 00For
TIAA824,3240 00For
Bridge Builder Trust810,7470 00For
Neuberger Berman708,7950 00For
MASTER INVESTMENT PORTFOLIO657,5890 00For
Lincoln Financial608,7520 00For
Goldman Sachs604,6680 00For
Brighthouse538,7800 9,5540For
AQR546,2130 00For
Virtus488,3060 00For
Russell Investments467,5320 00For
Federated Hermes445,6850 00For
Equitable410,0320 00For
FRANKLIN VALUE INVESTORS TRUST388,0660 00For

Showing the 25 largest of 152 asset managers. See all 152 in the interactive database.

10. Elect Director: Robert G. Leary

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%
FOR: 356,532,640AGAINST: 1,445,734
Details: description as filed, official tally, votes by 152 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”): 356,532,640 for, 1,445,734 against, per its Form 8-K filed April 24, 2026 (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: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 152 asset managers below reported 162,309,695 for, 14,121 against, 9,558 abstained, 327 not voted.

FOR
FOR: 162,309,695AGAINST: 14,121ABSTAIN: 9,558NOT VOTED: 327
Largest asset managers voting on “Election of Directors: Robert G. Leary” at Citizens Financial Group, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard48,575,5148 40For
Capital Group32,616,8560 00For
Invesco21,935,6650 00For
BlackRock21,815,0110 00For
Fidelity11,092,5920 00For
Charles Schwab2,949,3090 00For
Dimensional1,787,3450 00For
John Hancock1,737,0030 00For
First Trust1,151,1040 00For
CARILLON SERIES TRUST960,4060 00For
Victory Capital909,5670 00For
Six Circles Trust902,7120 00For
TIAA824,3240 00For
Bridge Builder Trust810,7470 00For
Neuberger Berman708,7950 00For
MASTER INVESTMENT PORTFOLIO657,5890 00For
Lincoln Financial608,7520 00For
Goldman Sachs604,6680 00For
Brighthouse538,7800 9,5540For
AQR546,2130 00For
Virtus488,3060 00For
Russell Investments467,5320 00For
Federated Hermes445,6850 00For
Equitable410,0320 00For
FRANKLIN VALUE INVESTORS TRUST388,0660 00For

Showing the 25 largest of 152 asset managers. See all 152 in the interactive database.

11. Elect Director: Terrance J. Lillis

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%
FOR: 357,515,328AGAINST: 463,818
Details: description as filed, official tally, votes by 152 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”): 357,515,328 for, 463,818 against, per its Form 8-K filed April 24, 2026 (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: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 152 asset managers below reported 162,309,702 for, 14,115 against, 9,558 abstained, 327 not voted.

FOR
FOR: 162,309,702AGAINST: 14,115ABSTAIN: 9,558NOT VOTED: 327
Largest asset managers voting on “Election of Directors: Terrance J. Lillis” at Citizens Financial Group, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard48,575,5212 40For
Capital Group32,616,8560 00For
Invesco21,935,6650 00For
BlackRock21,815,0110 00For
Fidelity11,092,5920 00For
Charles Schwab2,949,3090 00For
Dimensional1,787,3450 00For
John Hancock1,737,0030 00For
First Trust1,151,1040 00For
CARILLON SERIES TRUST960,4060 00For
Victory Capital909,5670 00For
Six Circles Trust902,7120 00For
TIAA824,3240 00For
Bridge Builder Trust810,7470 00For
Neuberger Berman708,7950 00For
MASTER INVESTMENT PORTFOLIO657,5890 00For
Lincoln Financial608,7520 00For
Goldman Sachs604,6680 00For
Brighthouse538,7800 9,5540For
AQR546,2130 00For
Virtus488,3060 00For
Russell Investments467,5320 00For
Federated Hermes445,6850 00For
Equitable410,0320 00For
FRANKLIN VALUE INVESTORS TRUST388,0660 00For

Showing the 25 largest of 152 asset managers. See all 152 in the interactive database.

12. Elect Director: Tracy A. Atkinson

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 352,761,116AGAINST: 5,224,645
Details: description as filed, official tally, votes by 152 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”): 352,761,116 for, 5,224,645 against, per its Form 8-K filed April 24, 2026 (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% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 152 asset managers below reported 162,241,124 for, 82,692 against, 9,558 abstained, 327 not voted.

FOR
FOR: 162,241,124AGAINST: 82,692ABSTAIN: 9,558NOT VOTED: 327
Largest asset managers voting on “Election of Directors: Tracy A. Atkinson” at Citizens Financial Group, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard48,532,82642,696 40For
Capital Group32,616,8560 00For
Invesco21,935,6650 00For
BlackRock21,812,5372,474 00For
Fidelity11,092,5920 00For
Charles Schwab2,949,3090 00For
Dimensional1,787,3450 00For
John Hancock1,737,0030 00For
First Trust1,151,1040 00For
CARILLON SERIES TRUST960,4060 00For
Victory Capital909,5670 00For
Six Circles Trust902,7120 00For
TIAA824,3240 00For
Bridge Builder Trust810,7470 00For
Neuberger Berman708,7950 00For
MASTER INVESTMENT PORTFOLIO657,5890 00For
Lincoln Financial608,7520 00For
Goldman Sachs604,6680 00For
Brighthouse538,7800 9,5540For
AQR546,2130 00For
Virtus488,3060 00For
Russell Investments467,5320 00For
Federated Hermes445,6850 00For
Equitable410,0320 00For
FRANKLIN VALUE INVESTORS TRUST388,0660 00For

Showing the 25 largest of 152 asset managers. See all 152 in the interactive database.

13. 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.

91% Majority: yes · of votes cast

FOR 91%
FOR: 327,158,449AGAINST: 30,630,016
Details: description as filed, official tally, votes by 849 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”): 327,158,449 for, 30,630,016 against, per its Form 8-K filed April 24, 2026 (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: 91% 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: 149 asset managers voting on “Advisory Vote on Executive Compensation.” at Citizens Financial Group, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard48,575,336185 70For
Capital Group32,616,8560 00For
Invesco21,935,6650 00For
BlackRock21,815,0110 00For
Fidelity11,092,5920 00For
Charles Schwab2,949,3090 00For
Dimensional1,787,3450 00For
John Hancock1,737,0030 00For
First Trust1,151,1040 00For
CARILLON SERIES TRUST960,4060 00For
Victory Capital909,5670 00For
Six Circles Trust902,7120 00For
TIAA824,3240 00For
Bridge Builder Trust810,7470 00For
Neuberger Berman708,7950 00For
MASTER INVESTMENT PORTFOLIO657,5890 00For
Lincoln Financial608,7520 00For
Goldman Sachs604,6680 00For
Brighthouse536,9291,851 9,5540For
AQR546,2130 00For
Virtus488,3060 00For
Russell Investments467,5320 00For
Federated Hermes445,6850 00For
Equitable410,0320 00For
FRANKLIN VALUE INVESTORS TRUST388,0660 00For

Fund voting reports, all 149 managers: 161,594,445 for, 267,228 against, 9,561 abstained, 327 not voted, 116 mixed. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 735 asset managers voting on “Advisory Vote on Executive Compensation.” at Citizens Financial Group, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Capital Group32,451,6390 00For
Invesco23,635,1300 00For
BlackRock21,313,7171,151 00For
GEODE CAPITAL MANAGEMENT, LLC11,560,5860 00For
Charles Schwab6,506,5940 00For
NORDEA INVESTMENT MANAGEMENT AB06,304,328 00Against
Vanguard4,485,5450 00For
AQR4,410,4120 00For
Ninety One UK Ltd4,333,0170 00For
Northern Trust3,946,49233,218 00For
Amundi03,853,621 00Against
LSV ASSET MANAGEMENT3,788,8800 00For
Artemis Investment Management LLP3,269,2050 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC3,120,7810 00For
Goldman Sachs2,523,6330 00For
RBC Rochdale, LLC2,475,3580 00For
UBS2,465,3430 00For
John Hancock2,270,2750 00For
Victory Capital2,222,7960 00For
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC2,213,9640 00For
MELLON INVESTMENTS Corp1,978,0770 00For
Legal & General Investment Management Ltd36,1821,512,646 00Against
ASSETMARK, INC1,496,5890 00For
Citadel1,321,2520 00For
Swedbank Robur Fonder AB01,285,262 00Against

Institutional-manager reports, all 735 managers: 194,159,093 for, 23,166,967 against, 536,471 abstained, 50,377 not voted. Showing the 25 largest; see all in the interactive database.

14. 3. Ratification of Deloitte & Touche LLP as Registered Independent Public Accounting Firm for 2026

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%
FOR: 355,450,674AGAINST: 29,398,633
Details: description as filed, official tally, votes by 150 asset managers

Description as filed by funds: Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2026 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 2026”): 355,450,674 for, 29,398,633 against, per its Form 8-K filed April 24, 2026 (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.

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 150 asset managers below reported 161,782,937 for, 358,630 against, 9,556 abstained, 327 not voted.

FOR
FOR: 161,782,937AGAINST: 358,630ABSTAIN: 9,556NOT VOTED: 327
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., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard48,532,68642,838 20For
Capital Group32,616,8560 00For
Invesco21,935,6650 00For
BlackRock21,812,5372,474 00For
Fidelity11,092,5920 00For
Charles Schwab2,949,3090 00For
Dimensional1,787,3450 00For
John Hancock1,737,0030 00For
First Trust1,151,1040 00For
CARILLON SERIES TRUST960,4060 00For
Victory Capital909,5670 00For
Six Circles Trust902,7120 00For
TIAA824,3240 00For
Bridge Builder Trust810,7470 00For
Neuberger Berman708,7950 00For
MASTER INVESTMENT PORTFOLIO657,5890 00For
Lincoln Financial608,7520 00For
Goldman Sachs604,6680 00For
Brighthouse536,9291,851 9,5540For
AQR546,2130 00For
Virtus488,3060 00For
Russell Investments467,5320 00For
Federated Hermes445,6850 00For
Equitable410,0320 00For
FRANKLIN VALUE INVESTORS TRUST388,0660 00For

Showing the 25 largest of 150 asset managers. See all 150 in the interactive database.

15. 4. Shareholder proposal for the adoption of a majority voting standard

Outcome not verifiedSHAREHOLDER RIGHTS AND DEFENSESReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

10% Majority: no · of votes cast

10%AGAINST
FOR: 36,243,037AGAINST: 321,379,352
Details: description as filed, official tally, votes by 148 asset managers

Description as filed by funds: Shareholder proposal for the adoption of a majority voting standard.

Citizens Financial Group, Inc.’s own tally for this item (“4. Shareholder proposal for the adoption of a majority voting standard”): 36,243,037 for, 321,379,352 against, per its Form 8-K filed April 24, 2026 (Item 5.07). FOR was not 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: 10% 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: “Adopt Simple Majority Vote” (4 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

The 148 asset managers below reported 10,685,082 for, 150,392,785 against, 9,560 abstained, 327 not voted.

AGAINST
FOR: 10,685,082AGAINST: 150,392,785ABSTAIN: 9,560NOT VOTED: 327
Largest asset managers voting on “Shareholder proposal for the adoption of a majority voting standard.” at Citizens Financial Group, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard65,08348,510,437 60Against
Capital Group032,616,856 00Against
Invesco021,935,665 00Against
BlackRock7,50321,807,508 00Against
Fidelity9,974,0131,118,579 00Mixed
Charles Schwab02,949,309 00Against
Dimensional01,787,345 00Against
John Hancock01,737,003 00Against
First Trust01,151,104 00Against
CARILLON SERIES TRUST0960,406 00Against
Victory Capital0909,567 00Against
Six Circles Trust0902,712 00Against
TIAA0824,324 00Against
Bridge Builder Trust0810,747 00Against
Neuberger Berman0708,795 00Against
MASTER INVESTMENT PORTFOLIO0657,589 00Against
Lincoln Financial13,884594,868 00Against
Goldman Sachs0604,668 00Against
AQR0546,213 00Against
Virtus0488,306 00Against
Russell Investments0467,532 00Against
Federated Hermes0445,685 00Against
Equitable0410,032 00Against
FRANKLIN VALUE INVESTORS TRUST0388,066 00Against
Transamerica0353,541 00Against

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of April 24, 2025, which belongs to the 2024-2025 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 2025-2026

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 426,023,578 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.”, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 11.40%
2Capital Group 7.66%
3Invesco 5.15%
4BlackRock 5.12%
5Fidelity 2.60%
6Charles Schwab 0.69%
7Dimensional 0.42%
8John Hancock 0.41%
9First Trust 0.27%
10CARILLON SERIES TRUST 0.23%
Institutional-manager reports: top Citizens Financial Group, Inc. shareholders by shares voted on “Advisory Vote on Executive Compensation.”, 2025-2026
#Asset manager % of shares outstanding
1Capital Group 7.62%
2Invesco 5.55%
3BlackRock 5.00%
4GEODE CAPITAL MANAGEMENT, LLC 2.71%
5Charles Schwab 1.53%
6NORDEA INVESTMENT MANAGEMENT AB 1.48%
7Vanguard 1.05%
8AQR 1.04%
9Ninety One UK Ltd 1.02%
10Northern Trust 0.93%

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 2025-2026 proxy season
Holder % outstanding Disclosure
Vanguard Group 12.04% 13F
BlackRock 11.08% 13F
Invesco 5.38% 13F
STATE STREET CORPORATION 4.99% 13G
Morgan Stanley 2.63% 13F
AQR Capital 1.72% 13F
Charles Schwab 1.57% 13F
Dimensional Fund Advisors 1.11% 13F
Goldman Sachs 1.07% 13F

Percentages above are of 426,023,578 shares outstanding, as reported by Citizens Financial Group, Inc. on its Form 10-Q dated March 31, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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, 2026. This page is a static snapshot rebuilt weekly on October 13, 2026; a live search always shows the current data.

At Citizens Financial Group, Inc.'s shareholder meeting held April 23, 2026, in the 2025-2026 proxy season, 849 asset managers reported how they voted on 15 ballot items in their SEC Form N-PX filings, covering 12,477 separate fund positions. On the most widely held item on that ballot — Advisory Vote on Executive Compensation. — FOR was 91% 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 24, 2026.

Citizens Financial Group, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

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