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

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

Item5.07. Submission of Matters to a Vote of Security Holders.

(a)Citizens Financial Group, Inc. (the Company) held its annual
meeting of stockholders on April27, 2017.

(b)The stockholders elected all of the Companys nominees for
director for a one-year term expiring at the 2018 Annual Meeting
of Stockholders; approved the advisory vote on executive
compensation; and ratified the appointment of Deloitte Touche LLP
as the Companys registered independent public accounting firm for
2017.

1. Election of Directors:
Shares For Shares Against Shares Abstain Non-Votes

Mark Casady

448,324,825 101,478 71,960 13,845,129

Christine M. Cumming

448,342,634 94,107 61,522 13,845,129

Anthony Di Iorio

447,614,380 814,875 69,008 13,845,129

William P. Hankowsky

400,129,678 48,299,697 68,888 13,845,129

Howard W. Hanna III

447,694,204 698,762 105,297 13,845,129

Leo I. Higdon

448,105,333 323,481 69,449 13,845,129

Charles J. Koch

443,988,178 4,437,871 72,214 13,845,129

Arthur F. Ryan

446,972,791 1,455,451 70,021 13,845,129

Shivan S. Subramaniam

441,608,486 6,819,250 70,527 13,845,129

Bruce Van Saun

435,000,425 10,545,537 2,952,301 13,845,129

Wendy A. Watson

448,118,033 284,247 95,983 13,845,129

Marita Zuraitis

448,340,595 94,664 63,004 13,845,129
2. Advisory Vote on Executive Compensation:

For

433,610,059

Against

11,503,655

Abstain

3,384,549

Non-Votes

13,845,129
3. Ratification of Deloitte Touche LLP as Registered Independent
Public Accounting Firm for 2017:

For

461,018,742

Against

1,241,562

Abstain

83,088

Non-Votes

About CITIZENS FINANCIAL GROUP, INC. (NYSE:CFG)
Citizens Financial Group, Inc. is a retail bank holding company in the United States. The Company offers a range of retail and commercial banking products and services to individuals, institutions and companies. The Company operates in two segments: Consumer Banking and Commercial Banking. The Company’s Consumer Banking serves retail customers and small businesses. The Company offers traditional banking products and services, including checking, savings, home loans, student loans, credit cards, business loans and financial management services. Its subsidiaries are Citizens Bank, N.A. (CBNA) and Citizens Bank of Pennsylvania (CBPA). Its Commercial Banking offers financial products and solutions, including loans, leases, trade financing, deposits, cash management, commercial cards, foreign exchange, interest rate risk management, corporate finance and capital markets advisory capabilities. CITIZENS FINANCIAL GROUP, INC. (NYSE:CFG) Recent Trading Information
CITIZENS FINANCIAL GROUP, INC. (NYSE:CFG) closed its last trading session down -0.06 at 36.71 with 7,425,976 shares trading hands.

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