CITIZENS FINANCIAL GROUP INC/RI

The proposal asks the Board to amend the company’s charter and bylaws so that any voting requirement that currently calls for greater-than-simple-majority approval be replaced with a requirement for a majority of votes cast for and against the proposal, or the closest legal equivalent. It requests an explicit statement in the governing documents that the company will have no supermajority voting standards, including default supermajority provisions that arise under law. The proponent argues that supermajority requirements can entrench management and cites academic research and examples of prior shareholder votes at other companies where similar proposals received strong support. The proposal is intended to strengthen shareholder rights by ensuring that corporate actions require approval by a majority of shares actually voting rather than a higher threshold.