Form 8-K - Current report

CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442024-09-192024-09-190000759944us-gaap:CommonStockMember2024-09-192024-09-190000759944us-gaap:SeriesEPreferredStockMember2024-09-192024-09-190000759944us-gaap:SeriesHPreferredStockMember2024-09-192024-09-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 19, 2024

 (Exact name of the registrant as specified in its charter)

Delaware						001-36636			05-0412693
(State or Other Jurisdiction of Incorporation)						(Commission File Number)			(I.R.S. Employer Identification Number)
One Citizens Plaza
Providence,			RI						02903
(Address of principal executive offices)									(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common stock, $0.01 par value per share			CFG			New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E			CFG PrE			New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H			CFG PrH			New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

   

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 20, 2024, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing that on September 19, 2024 its board of directors (the “Board”) appointed Claude E. Wade to the Company’s Board effective March 1, 2025. Mr. Wade’s appointment will temporarily expand the Board to 14 directors. He will serve on the Board’s Risk Committee.

Mr. Wade, who has over 30 years of operational, strategy and innovation roles, primarily with Fortune 100 companies, serves as executive vice president, Chief Digital Officer and Global Head of Business Operations and Global Head of Claims at AIG, overseeing its business operations, claims, data, innovation and digital teams. Prior to joining AIG in 2021, he served as BlackRock’s Global Head of Client Experience and Head of the Atlanta Innovation Hub where he was responsible for reshaping the global distribution ecosystem and improving the digital experience for BlackRock clients, revenue retention and efficiency improvements.

Mr. Wade will receive compensation for his services pursuant to the Company’s Non-Employee Directors Compensation Policy. There are no arrangements or understandings between Mr. Wade and any other person pursuant to which Mr. Wade was appointed to the Board. There are no transactions involving the Company and Mr. Wade that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

The Company also announced that Wendy Watson will retire from the Board after her current term expires at the annual meeting of shareholders in April 2025. Ms. Watson, who has served on the Board since 2010, currently serves as chair of the Audit Committee and is a member of the Risk Committee and the Compensation and Human Resources Committee. She has reached the mandatory retirement age under the Company’s Corporate Governance Guidelines.

A copy of the Company’s press release announcing Mr. Wade’s appointment as director and Ms. Watson’s retirement is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits

			Exhibit Number						Description
			Exhibit 99.1						Press Release of Citizens Financial Group, Inc., dated September 20, 2024
			Exhibit 104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CITIZENS FINANCIAL GROUP, INC.
By:						/s/ Robin S. Elkowitz
						Robin S. Elkowitz
						Executive Vice President, Deputy General Counsel and Secretary

Date:  September 20, 2024

        Exhibit 99.1

Media: Peter Lucht - 781.655.2289
Investors: Kristin Silberberg - 203.900.6854

Citizens Financial Group Announces Appointment of Claude E. Wade to Board of Directors; Wendy Watson to Retire

PROVIDENCE, R.I.-- Citizens Financial Group, Inc. (NYSE: CFG) today announced the appointment of Claude E. Wade to the company’s Board of Directors, effective March 1, 2025. Wade’s appointment will temporarily expand the Citizens Board to 14 directors. He will serve on the Board’s Risk Committee.

Wade, who has over 30 years of operational, strategy and innovation roles, primarily with Fortune 100 companies, serves as executive vice president, Chief Digital Officer and Global Head of Business Operations and Global Head of Claims at AIG, overseeing its business operations, claims, data, innovation and digital teams. Prior to joining AIG in 2021, he served as BlackRock’s Global Head of Client Experience and Head of the Atlanta Innovation Hub where he was responsible for reshaping the global distribution ecosystem and improving the digital experience for BlackRock clients, revenue retention and efficiency improvements.

“We are pleased to welcome Claude to our board of directors,” said Chairman and Chief Executive Officer Bruce Van Saun. “He has a proven track record of embracing new technologies and delivering innovative solutions to customers. He brings broad expertise and valuable insights to the Board given his 30-plus year career in financial services with major financial institutions.”

Citizens also announced that Wendy Watson will retire from the Board after her current term expires at the annual meeting of shareholders in April 2025. Watson, who has served on the Board since 2010, currently serves as chair of the Audit Committee and is a member of the Risk Committee and the Compensation and Human Resources Committee. She has reached the mandatory retirement age under the company’s Corporate Governance Guidelines.

Added Van Saun: “I would like to express my deep appreciation to Wendy for her strong leadership of the Audit Committee and invaluable contributions since joining our board in 2010 -- a highly successful and transformative period for Citizens.”

Prior to BlackRock, Wade spent approximately eight years with Marsh LLC and Guy Carpenter & Company, both operating subsidiaries of Marsh McLennan, in multiple leadership roles. Wade is a Lean Six Sigma Black Belt & Certified Agile Scrum Master. He received his MBA from New York University, Stern School of Business and a B.A. in finance from Pace University.

About Citizens Financial Group, Inc.
Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $219.9 billion in assets as of June 30, 2024. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a full-service customer contact center and the convenience of approximately 3,300 ATMs and approximately 1,000 branches in 14 states and the District of Columbia. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small

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business offerings. In Commercial Banking, Citizens offers a broad complement of financial products and solutions, including lending and leasing, deposit and treasury management services, foreign exchange, interest rate and commodity risk management solutions, as well as loan syndication, corporate finance, merger and acquisition, and debt and equity capital markets capabilities. More information is available at www.citizensbank.com or visit us on X (formerly Twitter), LinkedIn or Facebook.

Document and Entity Information Document	Sep. 19, 2024
Document and Entity Information [Line Items]
Entity Registrant Name	CITIZENS FINANCIAL GROUP INC/RI
Amendment Flag	false
Entity Central Index Key	0000759944
Document Type	8-K
Document Period End Date	Sep. 19, 2024
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36636
Entity Tax Identification Number	05-0412693
Entity Address, Address Line One	One Citizens Plaza
Entity Address, City or Town	Providence,
Entity Address, State or Province	RI
Entity Address, Postal Zip Code	02903
City Area Code	203
Local Phone Number	900-6715
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	Common stock, $0.01 par value per share
Trading Symbol	CFG
Security Exchange Name	NYSE
Series E Preferred Stock [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E
Trading Symbol	CFG PrE
Security Exchange Name	NYSE
Series H Preferred Stock
Document and Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/40th interest in a share of 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H
Trading Symbol	CFG PrH
Security Exchange Name	NYSE

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