8-K

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): December 13, 2018

CITIZENS FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36636	05-0412693
(State or other jurisdiction of incorporation )	(Commission File No.)	(IRS Employer Identification No.)

One Citizens Plaza Providence, RI	02903
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (401) 456-7000

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))

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(b), (d)       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

On December 13, 2018, the Board of Directors (the “Board”) of Citizens Financial Group, Inc. (the “Company”) elected Mr. Edward J. Kelly III to the Company’s Board effective February 1, 2019.

Mr. Kelly most recently served as Chairman of Citigroup’s Institutional Clients Group from 2011 until his retirement in July 2014. Mr. Kelly’s appointment will temporarily expand the Board to 14 directors until the Company’s next annual meeting of shareholders in April 2019. He will serve on the Compensation and Human Resources and Nominating and Corporate Governance Committees of the Board. Mr. Kelly will receive compensation for his services pursuant to the Citizens Financial Group, Inc. Non-Employee Directors Compensation Policy.

The Company also announced that Mr. Arthur F. Ryan, who has served on the Board since 2009, will retire from the Board after his current term expires at the annual meeting of shareholders in April 2019, as he has reached the mandatory retirement age under the Company’s Corporate Governance Guidelines. Mr. Ryan is the Company’s lead independent director, chair of the Compensation and Human Resources Committee, and serves on the Nominating and Corporate Governance Committee.

The Company previously announced that Mr. Terrance Lillis will also join the Board effective February 1, 2019, and that Mr. Anthony Di Iorio will retire from the Board after his current term expires at the annual meeting of shareholders in April 2019, as he has reached the mandatory retirement age under the Company’s Corporate Governance Guidelines.

A copy of the Company’s press release announcing Mr. Kelly’s appointment and Mr. Ryan’s retirement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01       Financial Statements and Exhibits.

(d) Exhibit 99.1 Press Release issued by the Company, dated December 19, 2018

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/ Stephen T. Gannon
	Stephen T. Gannon
	Executive Vice President and General Counsel

Date: December 19, 2018

EX-99.1

Exhibit 99.1

December 19, 2018

Media: Peter Lucht - 781.655.2289

Investors: Ellen A. Taylor - 203.900.6854

Citizens Financial Group, Inc. Appoints Edward J. Kelly III to Board of Directors;

Art Ryan to Retire from Board in April 2019

PROVIDENCE, RI — Citizens Financial Group, Inc. (NYSE: CFG) today announced the appointment of Edward (Ned) J. Kelly III to its board of directors, effective Feb. 1, 2019. Kelly has an extensive background in financial services and has significant experience serving on U.S. boards. Kelly’s appointment will temporarily expand the Citizens Board to 14 directors. He will serve on the board’s Compensation and Human Resources Committee and Nominating and Corporate Governance Committee.

“We are pleased to welcome Ned to our board of directors,” said Chairman and Chief Executive Officer Bruce Van Saun. “I have known Ned for many years and have always held him in the highest regard. His broad-based experience in banks of varying sizes, his role as advisor and legal background, along with his significant board experience make him an ideal candidate for our Board as we continue our journey to drive shareholder value and become a top-performing bank.”

Citizens also announced that Arthur Ryan, who has served on the Citizens Board since 2009, will retire from the board after his current term expires at the end of April 2019, as he has reached mandatory retirement under the bank’s corporate governance guidelines. Ryan is lead independent director, chairs the Compensation and Human Resources Committee, and serves on the Nominating and Corporate Governance Committee.

The Citizens Board will add Kelly and Terry Lillis in February, for a brief overlap period with the departing Ryan and Tony Di lorio, who will also stand down from the board in April at the Annual Shareholders’ meeting, having reached the mandatory retirement age. Lillis’ appointment to the board and Di Iorio’s planned retirement were previously announced in September 2018.

Van Saun continued: “I would like to thank Art and Tony for the fine contribution they have made to Citizens, and, before that, the work they did with me on the RBS Board. It’s been a long, fun journey, and we wish them well in their life’s next chapter.”

Kelly most recently served as chairman of Citigroup Inc.’s Institutional Clients Group from January 2011 until his retirement in July 2014. He served as chairman of Global Banking from April 2010 to January 2011, and as vice chairman of Citigroup from July 2009 to April 2010. Kelly briefly served as Citi’s chief financial officer in 2009, and before that was head of Global Banking and president and chief executive officer of Citi Alternative Investments. He is currently a director of MetLife and chairman of the board of CSX Corp. CSX previously announced that Kelly will be retiring from the CSX board in January 2019.

Kelly joined Citi in February 2008 from The Carlyle Group, a private investment firm, where he was a managing director. Prior to joining Carlyle in July 2007, he was a vice chairman at PNC Financial Services Group following PNC’s acquisition of Mercantile Bankshares Corporation in March 2007. He was chairman, chief executive and president of Mercantile from March 2003 through March 2007 and chief executive and president from March 2001 to March 2003. Before Mercantile, Kelly held a series of senior roles at J.P. Morgan, and was a partner at the law firm of Davis Polk & Wardwell. Early in his career, he served as a law clerk to Supreme Court Justice William J. Brennan, Jr. and U.S. Court of Appeals Judge Clement F. Haynsworth, Jr.

Kelly holds a Juris Doctor degree from the University of Virginia and a Bachelor of Arts degree from Princeton University.

About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $158.6 billion in assets as of September 30, 2018. 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 24/7 customer contact center and the convenience of approximately 3,200 ATMs and approximately 1,150 branches in 11 states in the New England, Mid-Atlantic and Midwest regions. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. In Commercial Banking, Citizens offers corporate, institutional and not-for-profit clients a full range of wholesale banking products and services, including lending and deposits, capital markets, treasury services, foreign exchange and interest rate products and asset finance. More information is available at www.citizensbank.com or visit us on Twitter, LinkedIn or Facebook.