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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02(b)(d) | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Citizens Financial Group, Inc. (the “Company”) announced that today its Board of Directors (the “Board”) appointed Christopher J. Swift and Lee Alexander to the Company’s Board effective February 1, 2021. Mr. Swift currently serves as Chairman and Chief Executive Officer of The Hartford Financial Services Group, a national leader in property and casualty insurance, group benefits and mutual funds, founded in 1810. Mr. Alexander is the Executive Vice President and Chief Information Officer for The Clearing House, operator of core payments system infrastructure in the United States, including a real-time payment system. Mr. Swift will serve on the Board’s Risk Committee, and Mr. Alexander will serve on the Board’s Audit Committee. Mr. Swift and Mr. Alexander will receive compensation for their services pursuant to the Citizens Financial Group, Inc. Non-Employee Directors Compensation Policy.
The Company also announced that Howard Hanna, 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 2021, given mandatory age considerations under the Company’s corporate governance guidelines. Mr. Hanna has served as a member of the Board’s Audit Committee and Nominating & Corporate Governance Committee. He is Chair of Hanna Holdings, the third largest real estate company in the U.S., as well as Chair of the Children’s Hospital of Pittsburgh.
The Company’s Board size will increase to 14 directors on February 1, 2021, before dropping back to 13 directors in April at the annual meeting of shareholders.
A copy of the Company’s press release announcing the appointments of Mr. Swift and Mr. Alexander and Mr. Hanna’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) | Exhibit 99.1 | Press Release issued by the Company, dated November 30, 2020 | ||
| 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: November 30, 2020
