Item 5.07 Submission of Matters to a Vote of Security Holders

On November 19, 2021, Investors Bancorp, Inc. ("Investors") held a special meeting of stockholders, at which the stockholders of Investors approved the Agreement and Plan of Merger, dated as of July 28, 2021 (the "Merger Agreement"), by and between Citizens Financial Group, Inc., a Delaware corporation and Investors Bancorp, Inc., a Delaware corporation, and the transactions contemplated by the Merger Agreement (the "Merger," with such proposal the "Investors Merger Proposal"). In addition, the stockholders voted on a non-binding, advisory proposal to approve the compensation payable to the named executive officers of Investors in connection with the Merger (the "Investors Compensation Proposal").

The final voting results were as follows:

Proposal 1: The Investors Merger Proposal:


                        Votes For        Votes Against        Abstain
                       189,141,544         2,066,861          397,789


Proposal 2: The Investors Compensation Proposal:


                        Votes For        Votes Against        Abstain
                        58,532,167        129,994,521        3,079,506




Item 8.01   Other Events.

On November 19, 2021, Investors issued a press release announcing that the Investors Merger Proposal was approved by its stockholders. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits



(a)         Not Applicable.

(b)         Not Applicable.

(c)         Not Applicable

(d)         Exhibits.


           Exhibit No.          Description

             99.1                 Press Release dated November 19, 2021.

           104                  Cover Page Interactive Data File (embedded in the cover page
                                formatted in Inline XBRL)







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