UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 4, 2018
CITIZENS FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36636 | 05-0412693 | ||
| (State or other jurisdiction of incorporation ) |
(Commission File No.) |
(IRS Employer Identification No.) | ||
| One Citizens Plaza Providence, RI |
02903 | |||
| (Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code: (401) 456-7000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On June 4, 2018, Citizens Financial Group, Inc. (“Citizens”) entered into an amendment to the trademark license agreement (the “Amended Agreement”) with The Royal Bank of Scotland Group plc (“RBS”), which extends the term of Citizens’ license to use the RBS daisywheel trademark and designs (the “License”) through September 2034; provided that, beginning on May 16, 2021 (i) either party may terminate the Amended Agreement by providing at least three years advanced written notice to the other party and (ii) Citizens may terminate the Amended Agreement by providing prior written notice to RBS that Citizens has ceased all use of the trademarks and designs under the License.
Citizens entered into the original trademark license agreement (the “Original Agreement”) in September 2014 in connection with Citizens’ initial public offering. The Original Agreement had an initial term through September 2019, with Citizens having the option to extend through September 2024.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CITIZENS FINANCIAL GROUP, INC. | ||
| By: | /s/ Stephen T. Gannon | |
| Stephen T. Gannon | ||
| Executive Vice President, General Counsel and Chief Legal Officer | ||
Date: June 8, 2018