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 25, 2017

Citigroup Inc.

(Exact name of registrant as specified in its charter)

(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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (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.  ¨

CITIGROUP INC.

Current Report on Form 8-K

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

Citigroup's 2017 Annual Meeting of Stockholders was held on April 25, 2017. At the meeting:

(1) 15 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 2017 was ratified;

(3) an advisory vote on Citigroup’s 2016 executive compensation was approved;

(4) an advisory vote on the frequency of future advisory votes on executive compensation was held and the option to hold annual advisory votes was approved. Based on resolutions adopted by Citigroup’s Board and in accordance with the results of the vote, the Company will conduct an annual advisory vote on executive compensation until the next required vote on the frequency of such votes;

(5) a stockholder proposal requesting a report on the Company’s policies and goals to reduce the gender pay gap was not approved;

(6) a stockholder proposal requesting that the Board appoint a Stockholder Value Committee to address whether the divestiture of all non-core banking business segments would enhance shareholder value was not approved;

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

(8) a stockholder proposal requesting an amendment to the General Clawback Policy to provide that a substantial portion of annual total compensation of Executive Officers shall be deferred and forfeited, in part or whole, at the discretion of the Board, to help satisfy any monetary penalty associated with a violation of law was not approved; and

(9) a stockholder proposal requesting that the Board adopt a policy prohibiting 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.

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.