Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - CITIGROUP INC | v349517_ex99-1.htm |
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) July 4, 2013
Citigroup Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-9924 | 52-1568099 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
399 Park Avenue, New York, (Address of principal executive offices) |
10022 (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:
| ¨ | 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)) |
CITIGROUP INC.
Current Report on Form 8-K
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 4, 2013, the Board of Directors (the “Board”) of Citigroup Inc. (“Citigroup”) increased the number of directors of the Board from 11 to 13 and elected the following outside directors, effective July 4, 2013:
| · | Gary M. Reiner, Operating Partner of General Atlantic LLC, a private equity firm; and |
| · | James S. Turley, former Chairman and CEO of Ernest & Young LLC. |
The Board determined that Messrs. Reiner and Turley are independent in accordance with the director independence standards established under Citigroup’s Corporate Governance Guidelines, which are intended to comply with the New York Stock Exchange corporate governance rules, and all other applicable laws, rules and regulations. In addition, both Mr. Reiner and Mr. Turley will join the Board of Directors of Citibank, N.A. The Board also appointed Mr. Turley to its Audit Committee, effective July 4, 2013.
Messrs. Reiner and Turley will receive compensation as non-employee directors in accordance with Citigroup’s non-employee director compensation practices described in “Proposal 1: Election of Directors – Directors’ Compensation” of Citigroup’s Annual Proxy Statement filed with the Securities and Exchange Commission on March 14, 2013.
There are no family relationships between Messrs. Reiner or Turley and any officer or other director of Citigroup or any related party transactions involving Messrs. Reiner or Turley and Citigroup. There is no arrangement or understanding between Messrs. Reiner or Turley and any other person pursuant to which either of them was selected as a director.
A copy of Citigroup’s press release relating to the appointments of Messrs. Reiner and Turley as directors is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is furnished as part of this Current Report on Form 8-K:
|
Exhibit Number |
|
| 99.1 | Citigroup’s Press Release dated July 8, 2013. |
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.
| CITIGROUP INC. | ||
| Dated: July 8, 2013 | ||
| By: |
/s/ Rohan Weerasinghe | |
| Name: Rohan Weerasinghe | ||
| Title: General Counsel and Corporate Secretary |
EXHIBIT INDEX
|
Exhibit Number |
|
| 99.1 | Citigroup’s Press Release dated July 8, 2013. |