CFG DEF 14A DEF-14A Report May 5, 2015 | Alphaminr
CITIZENS FINANCIAL GROUP INC/RI

CFG DEF 14A Report ended May 5, 2015

CITIZENS FINANCIAL GROUP INC/RI
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TABLE OF CONTENTS
Citizens Financial Group, Inc.s 2015 Annual Meeting InformationItems of BusinessBoard StructureElection of DirectorsRatification of the Appointment of the Independent Registered Public Accounting FirmAdvisory Vote to Approve Executive CompensationAdvisory Vote on the Frequency of Future Advisory Votes on Executive CompensationApproval of the Material Terms of the Citizens Financial Group, Inc. Performance Formula and Incentive Plan for purposes of Section 162(m) of the Internal Revenue CodeApproval of the Material Terms of the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code, including the Performance Goals and Individual Award Limitations2016 Annual MeetingQUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETINGDIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCENomineesBackground and Experience of DirectorsSelecting Nominees for DirectorDirector IndependenceExecutive Sessions of Our Non-Management DirectorsBoard Leadership StructureBoards Role in Risk OversightCorporate Governance Guidelines, Committee Charters and Code of Business Conduct and EthicsCommittees of the BoardCompensation Committee Interlocks and Insider ParticipationMeetings of the Board of Directors and Attendance at the Annual MeetingPlurality Voting for DirectorsSuccession Planning and Management DevelopmentExecutive OfficersPolicies and Procedures for Related Person TransactionsRelated Person TransactionsCommunications with the BoardSECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCECOMPENSATION DISCUSSION AND ANALYSISCOMPENSATION COMMITTEE REPORTCOMPENSATION OF EXECUTIVES AND DIRECTORS2014 Summary Compensation Table2014 Grants of Plan-Based AwardsOutstanding CFG Equity Awards at 2014 Fiscal Year-EndOutstanding RBS Equity Awards at 2014 Fiscal Year-EndCFG Stock Vested in 2014RBS Options Exercised and Stock Vested in 20142014 Pension Benefits2014 Nonqualified Deferred CompensationPotential Payments upon Termination or Change in Control