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) February 14, 2011
Citigroup
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-9924
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52-1568099
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(State
or other
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(Commission
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(IRS
Employer
|
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jurisdiction
of
|
File
Number)
|
Identification
No.)
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incorporation)
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399 Park
Avenue, New York, New York 10043
(Address
of principal executive offices) (Zip Code)
(212)
559-1000
(Registrant's
telephone number, including area code)
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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Citigroup
Inc.
Current
Report on Form 8-K
Item
5.02 (e). Compensatory Arrangements of Certain
Officers.
On February 14, 2011, the Personnel and
Compensation Committee (the “Committee”) of the Board of Directors of Citigroup
Inc. (“Citi”) approved grants of awards under the 2011 Key Employee Profit
Sharing Plan (the “KEPSP”) to John Gerspach, Citi’s Chief Financial Officer;
John Havens, President and Chief Operating Officer of Citi and CEO,
Institutional Clients Group; Manuel Medina-Mora, CEO, Consumer Banking for the
Americas, Chairman of the Global Consumer Council and Chairman and CEO of Latin
America and Mexico; and Alberto Verme, CEO of EMEA, and other
executives.
The Committee made the awards in
furtherance of the goal of preserving and incenting Citigroup’s key executive
team. As discussed below, the value, if any, that the executives realize with
the respect to the awards will depend on Citi’s performance over a
forward-looking multi-year period. As such, the awards are intended to sharpen
the executives’ focus on the long-term performance of Citi in a manner that
appropriately balances incentives and risk, thereby aligning the executives’
interests with those of Citi’s stockholders and other stakeholders.
The KEPSP awards provide the executives
with the opportunity to receive payments based on specified percentages of the
cumulative pre-tax income of Citicorp for 2011 and 2012. “Cumulative pre-tax
income” is defined as the income (loss) from continuing operations before taxes
of Citigroup Inc. minus the income (loss) from continuing operations before
taxes of Citi Holdings. The executives will not be entitled to any payments
unless cumulative pre-tax income for this period is at least $12 billion. The
following table sets forth the percentage of cumulative pre-tax income for each
executive and the amount that each would receive if threshold performance is
attained (there is no target performance goal under the terms of the
KEPSP):
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Executive
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Percentage
of
Cumulative
Pre-Tax
Income
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Amount
Paid if
Threshold
Performance
Is
Attained
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Mr.
Gerspach
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0.0144172%
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$1,730,064
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Mr.
Havens
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0.0432516%
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$5,190,192
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Mr.
Medina-Mora
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0.0221803%
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$2,661,636
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Mr.
Verme
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0.0189162%
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$2,269,944
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Under the general terms of the KEPSP,
the initial two-thirds of each amount will be payable on January 20, 2013 and
the remaining one-third of each amount (the “holdback payment”) will be payable
on January 20, 2014. The holdback payment will be reduced by the amount of any
pre-tax losses for 2013 and will also be credited for 2013 with notional
interest equal to the 90-day, U.S. dollar-based London Interbank Offered Rate
(90-day LIBOR). Both the initial payment and holdback payment generally will be
paid in cash.
Each payment is subject to specified
conditions, including but not limited to the following:
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·
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In
general, the executive must remain employed through the applicable payment
date (see below for accelerated vesting and payment provisions in limited
circumstances).
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·
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The
Committee, in consultation with Citi’s Chief Risk Officer, must determine
that there has not been a material adverse change in the risk profile of
Citi or Citibank, N.A. during the applicable performance
period.
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·
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The
executive will not be entitled to any unpaid amount if the Committee
determines that he:
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o
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received
a payment under the plan based on materially inaccurate financial
statements or any other materially inaccurate performance metric
criteria;
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o
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knowingly
engaged in providing inaccurate information relating to financial
statements or performance metrics;
or
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o
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materially
violated any risk limits established by senior management, a business head
and/or risk management, or any balance sheet or working capital guidance
provided by a business head.
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These amounts are subject to
accelerated vesting and payment on the executive’s death, disability or
“qualifying termination” or the occurrence of a “qualifying transaction” with
respect to the executive’s Citi employer (as such terms are defined below), and
accelerated vesting on the executive’s retirement. To receive payments following
retirement, the executive must comply with specified restrictions against
competition and solicitation. None of the executives currently is eligible for
retirement under KEPSP terms.
A “qualifying termination” means the
termination of the executive’s employment in connection with a sale or other
disposition of assets of the business unit to which the executive provides
substantial services or the outsourcing of the executive’s job. The executive’s
Citi employer undergoes a “qualifying transaction” if, in connection with the
sale or other disposition of the stock or other equity interest in the employer,
Citi ceases to control or own a significant equity interest in the
employer.
SIGNATURE
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.
| Dated: February 18, 2011 | CITIGROUP INC. | ||
| By: /s/ Michael S.
Helfer
Name: Michael
S. Helfer
Title: General
Counsel and Corporate Secretary
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