Citizens Financial Group, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 06/21/2019   Download
SEC Document
SEC Filing

Effective June 20, 2019, the Board of Directors of Citizens Financial Group, Inc. (the “Company”) approved and adopted an amendment and restatement of the Company’s Bylaws (as so amended and restated, the “Bylaws”) to implement proxy access.

Section 2.10(c) has been added to Article II of the Bylaws to permit a shareholder, or a group of up to 20 shareholders, owning 3% or more of the Company’s outstanding common stock continuously for at least 3 years, to nominate and include in the Company’s annual meeting proxy materials director nominees constituting up to 20% of the Board of Directors. Such nominations are subject to disclosure, eligibility and procedural requirements as set forth in Section 2.10(c), including the requirement that the Company receive notice of such nominations not less than 120 days nor more than 150 days prior to the first anniversary of the filing of the Company’s definitive proxy statement for the preceding year’s annual meeting with the Securities and Exchange Commission. The Bylaws also include other changes to the provisions of Section 2.10 to account for the implementation of proxy access.