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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 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 18Reported items
  • 744Asset managers
  • 11,543Fund votes
  • 2025-04-24Meeting date

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 (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 2025-04-24
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Lee Alexander 374,941,9802,223,011289,443 ---- Majority: yes
Elect Director: Tracy A. Atkinson 375,110,1582,062,763281,513 ---- Majority: yes
Elect Director: Christine M. Cumming 374,558,6882,615,168280,578 ---- Majority: yes
Elect Director: Kevin Cummings 375,682,8941,471,959299,581 ---- Majority: yes
Elect Director: William P. Hankowsky 347,725,74229,424,169304,523 ---- Majority: yes
Elect Director: Edward J. Kelly III 351,893,84925,262,105298,480 ---- Majority: yes
Elect Director: Robert G. Leary 374,805,7372,344,127304,570 ---- Majority: yes
Elect Director: Terrance J. Lillis 375,825,3291,324,807304,298 ---- Majority: yes
Elect Director: Michele N. Siekerka 369,462,9137,126,065865,456 ---- Majority: yes
Elect Director: Christopher J. Swift 368,512,4898,617,469324,476 ---- Majority: yes
Elect Director: Bruce Van Saun 355,298,71520,746,1101,409,609 ---- Majority: yes
Elect Director: Claude E. Wade 375,211,5531,951,064291,817 ---- Majority: yes
Elect Director: Marita Zuraitis 367,212,3559,374,259867,820 ---- Majority: yes
Proposal 2: Advisory Vote on Executive Compensation: 221,556,645155,322,032575,757 ---- Majority: yes
Proposal 3: Ratification of Deloitte & Touche LLP as Registered Independent Public Accounting Firm for 2025: 374,945,83727,270,087361,484 ---- Majority: yes

Source: CITIZENS FINANCIAL GROUP INC., Form 8-K — 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of CITIZENS FINANCIAL GROUP INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Advisory Vote On Executive Compensation.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-04-24.

Combines 12 wordings of this item as funds reported it.

59% Majority: yes · of votes cast

FOR 59%AGAINST 41%
FOR: 221,556,645AGAINST: 155,322,032

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“Proposal 2: Advisory Vote on Executive Compensation:”): 221,556,645 for, 155,322,032 against, per its Form 8-K (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. Of all 437,668,127 outstanding shares: 50.6% for, 35% against (86% of the company cast a for/against vote).

The 731 asset managers below cast 64% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR 64%AGAINST 36%
FOR: 63.5%AGAINST: 36.4%ABSTAIN: 0.0%NOT VOTED: 0.0%0: 0.0%
Largest asset managers voting on “Advisory Vote On Executive Compensation.” at CITIZENS FINANCIAL GROUP INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Capital Group75,117,0084,203 00For
Vanguard57,759,032102,913 00For
BlackRock39,313,311332,858 00For
Invesco32,194,0776,559,550 00For
State Street2,846,05026,255,108 00Against
Fidelity13,398,147925,434 00For
GEODE CAPITAL MANAGEMENT, LLC11,147,9000 00For
Charles Schwab09,716,152 00Against
FULLER & THALER ASSET MANAGEMENT, INC.09,545,834 00Against
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC8,179,5550 00For
UNDISCOVERED MANAGERS FUNDS07,978,549 00Against
Amundi07,756,130 00Against
Victory Capital06,843,373 00Against
AQR05,373,810 00Against
NORDEA INVESTMENT MANAGEMENT AB04,405,699 00Against
Dimensional04,275,659 00Against
Northern Trust3,803,189284,835 00For
LSV ASSET MANAGEMENT03,773,951 00Against
Wellington3,478,7920 00For
First Trust03,438,085 00Against
CITY NATIONAL ROCHDALE FUNDS03,386,978 00Against
PARAMETRIC PORTFOLIO ASSOCIATES LLC02,938,576 00Against
BANK OF MONTREAL /CAN/2,410,6660 00For
John Hancock38,9552,256,966 00Against
MELLON INVESTMENTS Corp1,900,7580 00For

Showing the 25 largest of 731 asset managers. See all 731 in the interactive database.

2. Election of Directors: Bruce Van Saun

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-24.

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

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 (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. Of all 437,668,127 outstanding shares: 81% for, 5% against (86% of the company cast a for/against vote).

The 153 asset managers below cast 99.9% of the shares they voted on this item FOR (204,742,287 for, 19,826 against).

FOR 99.9%
FOR: 204,742,287 (100.0%)AGAINST: 19,826 (0.0%)ABSTAIN: 44,793 (0.0%)
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.

3. Election of Directors: Lee Alexander

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-24.

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

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 (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. Of all 437,668,127 outstanding shares: 86% for, 0.6% against (86% of the company cast a for/against vote).

The 153 asset managers below cast 99.9% of the shares they voted on this item FOR (204,749,333 for, 12,781 against).

FOR 99.9%
FOR: 204,749,333 (100.0%)AGAINST: 12,781 (0.0%)ABSTAIN: 44,792 (0.0%)
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.

4. Election of Directors: Tracy A. Atkinson

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-24.

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

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 (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. Of all 437,668,127 outstanding shares: 86% for, 0.5% against (86% of the company cast a for/against vote).

The 153 asset managers below cast 99.9% of the shares they voted on this item FOR (204,746,405 for, 15,709 against).

FOR 99.9%
FOR: 204,746,405 (100.0%)AGAINST: 15,709 (0.0%)ABSTAIN: 44,792 (0.0%)
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.

5. Election of Directors: Christine M. Cumming

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-24.

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

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 (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. Of all 437,668,127 outstanding shares: 86% for, 0.6% against (86% of the company cast a for/against vote).

The 153 asset managers below cast 99.9% of the shares they voted on this item FOR (204,748,833 for, 12,781 against).

FOR 99.9%
FOR: 204,748,833 (100.0%)AGAINST: 12,781 (0.0%)ABSTAIN: 44,792 (0.0%)
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.

6. Election of Directors: Kevin Cummings

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-24.

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

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 (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. Of all 437,668,127 outstanding shares: 86% for, 0.4% against (86% of the company cast a for/against vote).

The 153 asset managers below cast 99.9% of the shares they voted on this item FOR (204,749,333 for, 12,781 against).

FOR 99.9%
FOR: 204,749,333 (100.0%)AGAINST: 12,781 (0.0%)ABSTAIN: 44,792 (0.0%)
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.

7. Election of Directors: William P. Hankowsky

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-24.

Combines 8 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%8%
FOR: 347,725,742AGAINST: 29,424,169

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 (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. Of all 437,668,127 outstanding shares: 79% for, 7% against (86% of the company cast a for/against vote).

The 153 asset managers below cast 99.7% of the shares they voted on this item FOR (204,168,045 for, 594,069 against).

FOR 99.6%
FOR: 204,168,045 (99.7%)AGAINST: 594,069 (0.3%)ABSTAIN: 44,792 (0.0%)
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.

8. Election of Directors: Edward J. Kelly III

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-24.

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

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 (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. Of all 437,668,127 outstanding shares: 80% for, 6% against (86% of the company cast a for/against vote).

The 153 asset managers below cast 99.9% of the shares they voted on this item FOR (204,593,448 for, 168,665 against).

FOR 99.8%
FOR: 204,593,448 (99.9%)AGAINST: 168,665 (0.1%)ABSTAIN: 44,792 (0.0%)
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.

9. Election of Directors: Robert G. Leary

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-24.

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

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 (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. Of all 437,668,127 outstanding shares: 86% for, 0.6% against (86% of the company cast a for/against vote).

The 153 asset managers below cast 99.9% of the shares they voted on this item FOR (204,740,446 for, 21,668 against).

FOR 99.9%
FOR: 204,740,446 (100.0%)AGAINST: 21,668 (0.0%)ABSTAIN: 44,792 (0.0%)
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.

10. Election of Directors: Terrance J. Lillis

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-24.

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

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 (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. Of all 437,668,127 outstanding shares: 86% for, 0.4% against (86% of the company cast a for/against vote).

The 153 asset managers below cast 99.9% of the shares they voted on this item FOR (204,749,333 for, 12,781 against).

FOR 99.9%
FOR: 204,749,333 (100.0%)AGAINST: 12,781 (0.0%)ABSTAIN: 44,792 (0.0%)
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.

11. Election of Directors: Michele N. Siekerka

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-24.

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

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 (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. Of all 437,668,127 outstanding shares: 84% for, 2% against (86% of the company cast a for/against vote).

The 153 asset managers below cast 99.9% of the shares they voted on this item FOR (204,588,871 for, 164,356 against).

FOR 99.8%
FOR: 204,588,871 (99.9%)AGAINST: 164,356 (0.1%)ABSTAIN: 53,679 (0.0%)
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.

12. Election of Directors: Christopher J. Swift

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-24.

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

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 (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. Of all 437,668,127 outstanding shares: 84% for, 2% against (86% of the company cast a for/against vote).

The 153 asset managers below cast 99.9% of the shares they voted on this item FOR (204,735,349 for, 17,878 against).

FOR 99.9%
FOR: 204,735,349 (100.0%)AGAINST: 17,878 (0.0%)ABSTAIN: 53,679 (0.0%)
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.

13. Election of Directors: Claude E. Wade

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-24.

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

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 (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. Of all 437,668,127 outstanding shares: 86% for, 0.5% against (86% of the company cast a for/against vote).

The 153 asset managers below cast 99.9% of the shares they voted on this item FOR (204,749,333 for, 12,781 against).

FOR 99.9%
FOR: 204,749,333 (100.0%)AGAINST: 12,781 (0.0%)ABSTAIN: 44,792 (0.0%)
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.

14. Election of Directors: Marita Zuraitis

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-04-24.

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

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 (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. Of all 437,668,127 outstanding shares: 84% for, 2% against (86% of the company cast a for/against vote).

The 153 asset managers below cast 99.9% of the shares they voted on this item FOR (204,666,637 for, 86,090 against).

FOR 99.9%
FOR: 204,666,637 (99.9%)AGAINST: 86,090 (0.0%)ABSTAIN: 53,679 (0.0%)
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.

15. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2025 FISCAL YEAR.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2025-04-24.

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

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“Proposal 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 (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. Of all 437,668,127 outstanding shares: 86% for, 6% against (92% of the company cast a for/against vote).

The 151 asset managers below cast 99.9% of the shares they voted on this item FOR (204,409,474 for, 143,780 against).

FOR 99.9%
FOR: 204,409,474 (99.9%)AGAINST: 143,780 (0.1%)ABSTAIN: 44,792 (0.0%)
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.

16. Ratify Appointment of Independent Auditors

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2025-04-24.

Combines 2 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 374,945,837AGAINST: 27,270,087

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“Proposal 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 (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. Of all 437,668,127 outstanding shares: 86% for, 6% against (92% of the company cast a for/against vote).

The 6 asset managers below cast 41% of the shares they voted on this item FOR (85,494 for, 124,324 against).

FOR 41%AGAINST 59%
FOR: 85,494 (40.7%)AGAINST: 124,324 (59.3%)
Largest asset managers voting on “Ratify Appointment of Independent Auditors” at CITIZENS FINANCIAL GROUP INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Cardano Risk Management B.V.0124,324 00Against
AMERICAN BEACON FUNDS84,1000 00For
HARBOUR INVESTMENT MANAGEMENT LLC4480 00For
NORTHERN LIGHTS FUND TRUST III4420 00For
MARCO INVESTMENT MANAGEMENT LLC4360 00For
Simplify Exchange Traded Funds680 00For

17. Advisory Vote on Executive Compensation.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-04-25 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 wordings of this item as funds reported it.

63% Majority: yes · of votes cast

FOR 63%AGAINST 37%
FOR: 248,447,683AGAINST: 147,116,010

CITIZENS FINANCIAL GROUP INC.’s own tally for this item (“Proposal 3: Advisory Vote on Executive Compensation:”): 248,447,683 for, 147,116,010 against, per its Form 8-K (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. Of all 437,668,127 outstanding shares: 57% for, 34% against (90% of the company cast a for/against vote).

The 4 asset managers below cast 100% of the shares they voted on this item FOR (12,669 for, 0 against).

FOR 100%
FOR: 12,669 (100.0%)
Largest asset managers voting on “Advisory Vote on Executive Compensation.” at CITIZENS FINANCIAL GROUP INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
COLDSTREAM CAPITAL MANAGEMENT INC10,4390 00For
Ipswich Investment Management Co., Inc.2,0500 00For
Sky Investment Group LLC1800 00For
Echo45 Advisors LLC00 00--

18. Election of Directors (Majority Voting)

DIRECTOR ELECTIONS

Meeting held 2025-04-24.

All nominees (reported as one line). These filers reported the election of directors as a single line covering every nominee. It is not attributed to any one director, and no share total is shown for it.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR.

FOR: 100.0%
Largest asset managers voting on “Election of Directors (Majority Voting)” at CITIZENS FINANCIAL GROUP INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
HARBOUR INVESTMENT MANAGEMENT LLC5,8240 00For
Simplify Exchange Traded Funds680 00For

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

Ranked by the number of CITIZENS FINANCIAL GROUP INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 437,668,127 shares outstanding at the time of that meeting.

Top CITIZENS FINANCIAL GROUP INC. shareholders by shares voted, 2024-2025
#Asset manager % of shares outstanding
1Capital Group 17.16%
2Vanguard 13.22%
3BlackRock 9.06%
4Invesco 8.85%
5State Street 6.65%
6Fidelity 3.27%
7GEODE CAPITAL MANAGEMENT, LLC 2.55%
8Charles Schwab 2.22%
9FULLER & THALER ASSET MANAGEMENT, INC. 2.18%
10HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC 1.87%

Reported CITIZENS FINANCIAL GROUP INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

CITIZENS FINANCIAL GROUP INC. beneficial owners on record 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 2025-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, 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 2025-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At CITIZENS FINANCIAL GROUP INC.'s shareholder meeting held 2025-04-24, in the 2024-2025 proxy season, 744 asset managers reported how they voted in their SEC Form N-PX filings, covering 11,543 separate fund positions. Their filings are grouped here into 18 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. 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 (filing date not recorded for this item).

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