CIT GROUP INC. (NYSE:CIT) Files An 8-K Submission of Matters to a Vote of Security Holders

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CIT GROUP INC. (NYSE:CIT) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 9, 2017, CIT Group Inc. (the Company) held its 2017
Annual Meeting of Stockholders (the Annual Meeting) at the
Companys offices in Livingston, New Jersey.A total of 202,659,166
shares of the Companys common stock were entitled to vote as of
March 13, 2017, the record date for the Annual Meeting. There
were 189,734,299 shares present in person or by proxy, which
constituted approximately 93.6% of the total votes entitled to be
cast, at the Annual Meeting, at which the stockholders were asked
to vote on four proposals. Set forth below are the matters acted
upon by the stockholders, and the final voting results of each
such proposal.

Proposal 1. Election of Directors

With respect to the election of the following nominees as
directors of the Company to hold office for a term of one year,
or until the next annual meeting of stockholders:

Shares Voted

For

Against

Abstain

Broker Non-Votes

Ellen R. Alemany 161,058,254 16,912,908 1,533,433 10,229,704
Michael L. Brosnan 165,568,892 13,840,842 94,861 10,229,704
Michael A. Carpenter 165,060,619 14,349,362 94,614 10,229,704
Dorene C. Dominguez 165,598,136 13,812,039 94,420 10,229,704
Alan Frank 165,595,355 13,814,030 95,210 10,229,704
William M. Freeman 161,189,132 18,220,540 94,923 10,229,704
R. Brad Oates 164,965,133 14,426,832 112,630 10,229,704
Marianne Miller Parrs 163,752,039 15,655,029 97,527 10,229,704
Gerald Rosenfeld 165,469,869 13,939,746 94,980 10,229,704
Vice Admiral John R. Ryan, USN (Ret.) 163,477,991 15,932,645 93,959 10,229,704
Sheila A. Stamps 165,588,775 13,280,601 95,219 10,229,704
Laura S. Unger 165,478,640 13,914,249 111,706 10,229,704

Based on the votes set forth above, each of the nominees set
forth above were duly elected to serve as directors of the
Company for a one year term, or until their respective successors
have been duly elected and qualified at the next annual meeting
of stockholders of the Company.

Proposal 2. Ratification of the Appointment of
Independent Registered Public Accounting Firm

The ratification of the appointment of PricewaterhouseCoopers LLP
as the Companys independent registered public accounting firm and
external auditors for the year ending December31, 2017 received
the following votes:

For Against Abstain
186,990,076 2,716,004 28,219

Based on the votes set forth above, the appointment of
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm and external auditors to serve for the
year ending December 31, 2017 was duly ratified by the
stockholders.

Proposal 3. Advisory Vote on the Compensation of the
Companys Executive Officers

The advisory (non-binding) vote on the compensation of the
Companys named executive officers, as set forth in the Companys
proxy statement for the Annual Meeting, received the following
votes:

For Against Abstain Broker Non-Votes
144,725,441 34,077,797 701,357 10,229,704

Based on the votes set forth above, the compensation of the
Companys named executive officers, as set forth in the Companys
proxy statement for the Annual Meeting, was approved in an
advisory vote by the stockholders.

Proposal 4. Advisory Vote on the Frequency of the
Advisory Vote on the Compensation of the Companys Executive
Officers

The advisory (non-binding) vote on the frequency of the advisory
(non-binding) vote on the compensation of the Companys named
executive officers, as set forth in the Companys proxy statement
for the Annual Meeting, received the following votes:

1 Year 2 Years 3 Years Abstain Broker Non-Votes
167,761,637 422,176 11,270,919 49,863 10,229,704

Based on the votes set forth above, the 1 Year option for the
frequency of the advisory vote on the compensation of the
Companys named executive officers, as set forth in the Companys
proxy statement for the Annual Meeting, was approved in an
advisory vote by the stockholders.


About CIT GROUP INC. (NYSE:CIT)

CIT Group Inc. (CIT) is a bank holding company. The Company, together with its subsidiaries, provides financing, leasing and advisory services to middle market companies in a range of industries in North America, and equipment financing and leasing solutions to the transportation industry around the world. The Company’s segments include North America Banking (NAB), including Commercial Real Estate, Commercial Banking and Consumer Banking divisions; Transportation & International Finance (TIF), including Aerospace, Rail, Maritime Finance and International Finance divisions, and Legacy Consumer Mortgages (LCM), which includes single-family residential mortgage (SFR) loans and reverse mortgage loans. CIT products and services include account receivables collection; equipment leases; acquisition and expansion financing; factoring services; financial risk management; asset management and servicing; asset-based loans; insurance services; credit protection; debt restructuring, and deposits.

CIT GROUP INC. (NYSE:CIT) Recent Trading Information

CIT GROUP INC. (NYSE:CIT) closed its last trading session down -0.25 at 46.70 with 1,780,200 shares trading hands.