DEFA14A 1 d722073ddefa14a.htm DEFA14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☐ |  | Soliciting Material Pursuant to § 240.14a-12

CITIZENS FINANCIAL GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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*** Exercise Your Right to Vote ***Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on <mtgdate>. April 25, 2019Meeting InformationCITIZENS FINANCIAL GROUP, INC. Meeting Type: Annual <mtgtype> MeetingFor holders as of: February <recdate> 28, 2019 BDate: April 25, 2019 Time: 9:00 <mtgtime> AM EDT ALocation: Citizens Financial Group, Inc. R One Citizens Plaza CBROKER Providence, RI 02903LOGO O HERE DEYou are receiving this communication because you hold Return Address Line 1 shares in the above named company.Return Address Line 2 Return Address Line 351 MERCEDES WAY This is not a ballot. You cannot use this notice to vote EDGEWOOD NY 11717 these shares. This communication presents only an Investor Address Line 1 overview of the more complete proxy materials that are Investor Address Line 2 1 available to you on the Internet. You may view the proxy Investor Address Line 3 materials online at www.proxyvote.com or easily request a Investor Address Line 4 15 12 OF paper copy (see reverse side).Investor Address Line 5 R1.0.1.18 John Sample 2 We encourage you to access and review all of the important 1234 ANYWHERE STREET information contained in the proxy materials before voting.1 ANY CITY, ON A1A 1A1_ See the reverse side of this notice to obtain proxy materials and voting instructions.0000400316 Broadridge Internal Use Only Job # Envelope # Sequence # # of # Sequence #

Before You VoteHow to Access the Proxy MaterialsProxy Materials Available to VIEW or RECEIVE:1. Annual Report 2. Notice & Proxy StatementHow to View Online:Have the information that is printed in the box marked by the arrow ï§ (located on the following page) and visit: www.proxyvote.com.How to Request and Receive a PAPER or E-MAIL Copy:If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:1) BY INTERNET: www.proxyvote.com2) BY TELEPHONE: 1-800-579-16393) BY E-MAIL*: sendmaterial@proxyvote.com* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ï§ (located on the following page) in the subject line.Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 11, 2019 to facilitate timely delivery.How To VotePlease Choose One of the Following Voting MethodsVote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do R1.0.1.18 so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the_ 2possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.0000400316 Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions. Internal Use ï§ OnlyVote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

Voting itemsThe Board of Directors recommends you vote FOR the following The Board of Directors recommends proposal(s): you vote FOR the following proposal(s): 1. Election of Directors2. Advisory vote on executive Nominees compensation.1A Bruce Van Saun 3. Ratification of the appointment of Deloitte & Touche LLP as our B independent registered public1B Mark Casady accounting firm for 2019. AR1C Christine M. Cumming C1D William P. Hankowsky OD1E Howard W. Hanna III E1F Leo I. (Lee) Higdon1G Edward J.(Ned)KellyIII1H Charles J. (Bud) Koch18 1I Terrance J. Lillis1 . 0 . R1 .1J Shivan Subramaniam3 _1K Wendy A. WatsonBroadridge Internal Use Only1L Marita Zuraitis xxxxxxxxxx0000400316 xxxxxxxxxx Cusip Job # Envelope # Sequence # # of # Sequence #

Voting items Continued Reserved for Broadridge Internal Control InformationNOTE: Such other business as may properly come before the meeting or any adjournment thereof. Voting InstructionsTHIS SPACE RESERVED FOR LANGUAGE PERTAINING TO BANKS AND BROKERS18 . AS REQUIRED BY THE NEW YORK STOCK EXCHANGE. 1 . 0 R1 _ 40000400316 Broadridge Internal Use Only P99999-01012 Job #THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE Envelope #Sequence 15 # # of # Sequence # OF##