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) April 28, 2015

 

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,
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 April 28, 2015, the Board of Directors of Citigroup Inc. (Citigroup) appointed Peter B. Henry to the Audit Committees of each of Citigroup and Citibank, N.A., effective July 1, 2015. In addition, Mr. Henry will join the Board of Directors of Citibank, N.A. on July 1, 2015.

 

On April 28, 2015, Citigroup’s Board of Directors approved the appointment of James Forese, 52, as President of Citigroup, effective June 1, 2015, in addition to his role as Chief Executive Officer (CEO) of Institutional Clients Group (ICG). Mr. Forese currently serves as Co-President of Citigroup and CEO of ICG, having been appointed to such positions on January 7, 2013. Previously, he was CEO of Citigroup’s legacy Securities and Banking business in ICG from January 2011 to January 2013, co-head of Global Markets from August 2008 to January 2011, and has served in numerous other roles at Citigroup since joining Salomon Brothers in 1985. Mr. Forese is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K, other than employee fund distributions disclosed in “Certain Transactions and Relationships, Compensation Committee Interlocks, and Insider Participation” in Citigroup’s 2015 annual meeting of stockholders proxy statement filed with the U.S. Securities and Exchange Commission (SEC) on March 18, 2015 (Proxy Statement), which disclosure is incorporated by reference herein.

 

On April 28, 2015, the stockholders of Citigroup, upon recommendation of Citigroup’s Board of Directors, approved an amendment to the Citigroup 2014 Stock Incentive Plan (the 2014 Plan), which was first approved by stockholders on April 22, 2014. The amendment to the 2014 Plan increases the authorized number of shares available for grant under the 2014 Plan by 20 million.

 

The amendment to the 2014 Plan is described in proposal 4 in the Proxy Statement. The Proxy Statement also includes a summary description of the 2014 Plan, as proposed to be amended. The descriptions of the 2014 Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2014 Plan (as amended and restated effective April 28, 2015), incorporated by reference herein to Exhibit 4.1 to Citigroup’s Registration Statement on Form S-8 filed with the SEC on May 1, 2015 (File No. 333-203791).

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

Citigroup's 2015 Annual Meeting of Stockholders was held on April 28, 2015. At the meeting:

 

(1) 13 persons were elected to serve as directors of Citigroup;

 

(2) the selection of KPMG LLP to serve as the independent registered public accounting firm of Citigroup for 2015 was ratified;

 

(3) a proposal for advisory approval of Citi’s 2014 executive compensation was approved;

 

(4) a proposal to approve an amendment to the Citigroup 2014 Stock Incentive Plan authorizing additional shares was approved;

 

(5) a stockholder proposal requesting proxy access for shareholders was approved;

 

(6) a stockholder proposal requesting a report on lobbying and grassroots lobbying contributions was not approved;

 

(7) a stockholder proposal requesting an amendment to the General Clawback Policy was not approved;

 

 
 

  

(8) a stockholder proposal requesting a by-law amendment to exclude from the Board of Directors’ Audit Committee any director who was a director at a public company while that company filed for reorganization under Chapter 11 was not approved; and

 

(9) a stockholder proposal requesting a report regarding the vesting of equity-based awards for senior executives due to a voluntary resignation to enter government service was not approved.

 

Set forth below, with respect to each such matter, are the number of votes cast for or against, the number of abstentions and the number of broker non-votes.

 

   FOR  AGAINST  ABSTAINED  BROKER NON-VOTES
(1) Election of Directors       

 

Nominees

 

Michael L. Corbat   2,110,160,388    9,545,839    2,034,207    303,563,906 
Duncan P. Hennes   2,110,103,639    9,422,933    2,213,911    303,563,857 
Peter B. Henry   2,106,703,260    12,819,646    2,217,579    303,563,855 
Franz B. Humer   2,085,667,024    33,281,524    2,791,934    303,563,858 
Michael E. O’Neill   2,072,584,938    47,091,785    2,063,710    303,563,907 
Gary M. Reiner   2,110,004,565    9,585,340    2,150,577    303,563,858 
Judith Rodin   2,064,506,240    55,047,291    2,186,940    303,563,869 
Anthony M. Santomero   2,106,716,949    12,924,145    2,099,389    303,563,857 
Joan E. Spero   2,102,189,043    17,452,232    2,099,210    303,563,855 
Diana L. Taylor   2,062,223,009    57,368,508    2,148,972    303,563,851 
William S. Thompson, Jr.   2,077,960,990    41,615,198    2,164,296    303,563,856 
James S. Turley   2,104,285,573    15,297,432    2,157,484    303,563,851 
Ernesto Zedillo Ponce de Leon   2,106,620,032    13,069,994    2,050,461    303,563,853 

 

(2)  Ratification of Independent Registered Public Accounting Firm for 2015   2,392,519,264    29,774,626    3,010,450 

 

(3)  Advisory approval of Citi’s 2014 Executive Compensation   1,792,521,891    317,849,489    11,364,822    303,568,138 

 

(4)  Proposal to approve an  amendment to the Citigroup 2014 Stock Incentive Plan   2,057,423,410    62,021,130    2,291,667    303,568,133 

 

(5)  Stockholder proposal requesting proxy access for shareholders   1,841,236,940    278,485,508    2,017,952    303,563,940 

 

(6)  Stockholder proposal requesting a report on lobbying and grassroots lobbying contributions   612,095,470    1,178,756,226    330,888,669    303,563,975 

 

(7)  Stockholder proposal requesting an amendment to the General Clawback Policy   104,349,177    1,998,899,558    18,483,408    303,572,197 

 

 
 

 

(8) Stockholder proposal requesting a by-law amendment to exclude from the Board of Directors’ Audit Committee any director who was a director at a public company while that company filed for reorganization under Chapter 11   22,428,792    2,085,453,794    13,849,566    303,572,188 

 

(9)  Stockholder proposal requesting a report regarding the vesting of equity-based awards for senior executives due to a voluntary resignation to enter government service   559,604,340    1,555,551,681    6,573,246    303,572,188 

 

 

 

 

  

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number
   
10.1   Citigroup 2014 Stock Incentive Plan (as amended and restated effective April 28, 2015), incorporated by reference to Exhibit 4.1 to Citigroup’s Registration Statement on Form S-8 filed on May 1, 2015 (File No. 333-203791).

 

 
 

 

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: May 4, 2015 By: /s/ Rohan Weerasinghe
    Rohan Weerasinghe
    General Counsel and Corporate Secretary

 

 
 

 

EXHIBIT INDEX

 

Exhibit
Number
   
10.1   Citigroup 2014 Stock Incentive Plan (as amended and restated effective April 28, 2015), incorporated by reference to Exhibit 4.1 to Citigroup’s Registration Statement on Form S-8 filed on May 1, 2015 (File No. 333-203791).