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20172019		Citigroup Inc. Notice of Annual Meeting and Proxy Statement
		April 25, 201716, 2019 The Great Hall of The Cooper UnionAnnual Meeting Location: 7 East 7thCiti’s Headquarters 388 Greenwich Street New York, New York 1000310013

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Citigroup Inc. 388 Greenwich Street New York, New York 10013     March 15, 20176, 2019   Dear Stockholder:Shareholder: We cordially invite you to attend Citi’s 20172019 Annual Stockholders’ Meeting. The Annual Meeting will be held on Tuesday, April 25, 2017,16, 2019, at 9:00 a.m. at The Great Hall of The Cooper Union inCiti’s Headquarters, 388 Greenwich Street, New York, New York.York 10013. Directions to the Annual Meeting location are provided on page 119 of thisin the Proxy Statement. At the Annual Meeting, stockholdersshareholders will vote on a number of important matters. Please take the time to carefully read each of the proposals described in the attached Proxy Statement. Although I have served as a Citi Director for over a year, and represented the Board as independent counsel for the two prior years, the 2019 Annual Meeting will be my first as your Chair. I am deeply honored to assume this new role, and deeply grateful that my predecessor, Mike O’Neill, provided such a sterling example for me to emulate in the years ahead. Thank you for your support of Citi.

Sincerely,

Michael E. O’NeillJohn C. Dugan ChairmanChair of the Board

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		Letter from the Board of Directors to our Stockholders Shareholders
“The Board and our Risk Committee engage deeply in the oversight of risk management practices ….always recognizing that, while Citi is in the business of taking risk, these risks must be understood, measured, monitored, and controlled.”	By most financial measures, 2018 for Citi was a year captured best by the phrase “steady progress.” Consistent with the goals set forth in our Investor Day presentation almost two years ago, and adjusting for the one-time impact of U.S. Tax Reform, the firm increased its net income by 14 percent; increased its earnings per share by 25 percent; reduced operating expenses by one percent, driving down the operating efficiency ratio to 57 percent; generated continued growth in loans and deposits; and perhaps most important, increased its return on tangible common equity (RoTCE) to 10.9 percent. While the lower effective tax rate resulting from U.S. Tax Reform contributed substantially to these results, Citi’s pre-tax earnings also increased modestly from the prior year. Despite this positive operating performance, Citi’s Total Shareholder Return (TSR) for 2018 disappointed, both absolutely and relative to peers. This was partly due to a general decline in bank share prices, exacerbated by an especially sharp decrease in December for banks with substantial market-making operations. While Citi’s share price and relative TSR rebounded in the first part of this year, your Board remains very focused on Citi improving its TSR in 2019 and the years ahead – and we believe the best way for the firm to do this is to continue its steady progress, especially through improvement of its return on tangible common equity. Management also made progress on the regulatory front last year, which we believe is critical to the firm’s success. Citi again achieved a successful result in the Federal Reserve’s annual Comprehensive Capital Analysis and Review (CCAR) stress test, enabling the return of over $18 billion of capital to common shareholders during the calendar year, while maintaining levels of regulatory capital well in excess of minimum requirements. In addition, Citi made headway on a range of heightened regulatory requirements that all large banks have faced in the wake of the financial crisis. Nevertheless, your Board will continue to pay close attention to – and expect management to make continued progress on – regulatory matters in 2019 and beyond. As it should be for a global firm like Citi, prudent risk management was top of mind for both management and the Board in 2018. Our three lines of defense – the business lines, the control functions, and internal audit – dove deeply and, where necessary, took proactive steps in critical risk areas such as Brexit, the potential fall-out from trade wars, evolving industry underwriting standards in leveraged lending, and the potential turn of the credit cycle. Cyber risk remains a crucial priority, and the firm has invested heavily to maintain state-of-the-art defenses and cyber resilience. The Board and our Risk Committee engage deeply in the oversight of risk management practices in these and other areas, always recognizing that, while Citi is in the business of taking risk, these risks must be understood, measured, monitored, and controlled. Much has been written about the ethical lapses that have damaged the reputation of the banking industry, including Citi, both during and after the financial crisis. We continue to believe that strong ethical standards and practices are critically important, which is why Citi, alone in the banking industry, maintains an Ethics and Culture Committee of the Board as one means to keep management striving to achieve best practices – not just at senior levels but throughout the organization.

Citi 2019 Proxy Statement

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Citi also took firm stands in 2018 on several issues of real importance. On diversity and inclusion, we became the first financial services company to voluntarily disclose adjusted pay gaps between women and men in the United States, the U.K., and Germany, and between minorities and non-minorities in the U.S. – and then took concrete steps to eliminate those gaps. In response to the epidemic of gun violence in the U.S., we were the first bank to announce a Commercial Firearms Policy, which requires our retail sector clients to establish such best practices as background checks and age restrictions. And in our Sustainable Progress Initiative, the firm recorded $38.4 billion in transactions toward our 10-year, $100 billion Environmental Finance goal. The Board fully supported each of these measures. EngagingFinally, at our annual review of strategy, which we conduct each year at our July meeting, we will examine closely management’s plans to continue Citi’s path forward to achieve increased sustainable returns; address challenges from potential disruptors; improve our operations and technology; increase our efficiency; and continue to prudently manage risk. Our focus: continued steady progress toward Citi’s longer-term goal of a 16% RoTCE. Thank you for your ongoing support of Citi. Dialogue with our stockholdersshareholders is a critical elementfundamental feature of good governance,a well governed organization, and we will continue to make it a priority.

Much was accomplished by our management team in 2016, but there is still work left to do to properly reward you, our investors, for your trust and patience. Since the financial crisis our management team has shed over $800 billion in non-core assets while also improving and investing in the businesses we believe will provide solid risk-adjusted returns into the future. Over the past several years, the focus of management’s efforts has progressively moved to the latter task as the assets in Citi Holdings have been systematically wound down in an economically rational manner. At year-end 2016, Holdings’ assets were $54 billion and represented only about 3% of Citigroup’s total assets. As a result, beginning in 2017, Citi Holdings will no longer be separately reported, marking the end of what has arguably been the largest bank restructuring ever. In April we received feedback on our 2015 Resolution and Recovery Plan and we commend management for the successful outcome. Among the plans submitted by the largest U.S. banks, Citi’s was the only one deemed to have no deficiencies by both the Federal Reserve Board and Federal Deposit Insurance Corporation. We are also pleased Please write with the progress made in resolving legacy issues and management’s continued strong emphasis on Risk Management, Controls, and Conduct. Our 2016 Comprehensive Capital Analysis and Review (CCAR) results also demonstrated tangible progress. Not only did Citi pass, but the $12.2 billion in capital return approved by the Federal Reserve in this CCAR cycle was by far the largest amount approved for Citi to date. And even with the increase in our dividend and our stepped-up stock buyback activity, our Common Equity Tier 1 Ratio ended the year at 12.6%, 50 basis points higher than it was at the end of last year. Despite the progress made on a number of important fronts, Citi’s operating performance in 2016 fell short of our expectations. Net income, at just under $15 billion, was more than 10% below 2015’s. The three traditional measures we and others in our industry use to gauge financial performance – Efficiency Ratio, Return on Assets (ROA), and Return on Tangible Common Equity (ROTCE) – all worsened. Our operating performance was constrained by the tepid global economic environment, particularly at the beginning of the year, and much of the profit shortfall in 2016 is explained by investments we continued to make throughout the year, as well as the absence of material gains contributed in 2015 by the shrinking Citi Holdings, and the costs associated with the acquisition of the large Costco card portfolio.

Citi 2017 Proxy Statement

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Management has recently announced updated financial targets, including a ROTCE of 10% in 2019, and has also indicated their belief that Citi is capable of generating a 14% ROTCE in the longer term. Accomplishing those objectives will require a combination of improved operating performance and optimized capital management. Investing in areas we believe to be crucial to Citi’s future performance is a vital component of management’s plan to achieve its financial objectives. Areas of focus are our Cards, Treasury and Trade Solutions, Equities and Citibanamex businesses, as well as continued productivity-enhancing investments in technology. Engaging with our stockholders is a critical element of good governance, and we will continue to make it a priority. You are encouraged to write your thoughts,any concerns or suggestions toto: Citigroup Inc. Board of Directors, c/o Rohan Weerasinghe, General Counsel and Corporate Secretary, 388 Greenwich Street, New York, NY 10013.10013.
Michael L. Corbat Ellen M. Costello John C. Dugan Duncan P. Hennes Peter B. Henry Franz B. Humer Renée J. James		S. Leslie Ireland Lew W. (Jay) Jacobs, IV Renée J. James Eugene M. McQuade Michael E. O’Neill Gary M. Reiner Judith Rodin Anthony M. Santomero Joan E. Spero		Diana L. Taylor William S. Thompson, Jr. James S. Turley Deborah C. Wright Ernesto Zedillo Ponce de Leon
A WORD OF APPRECIATION

We would like to thank Judith RodinMike O’Neill, who retired in January, was a director for 10 years and Joan Spero, who are retiring fromChairman of our Board havingfor seven years. He was an outstanding leader who provided wise and effective oversight, and he assembled a diverse and talented Board. In addition, Franz Humer and Tony Santomero have reached theour mandatory retirement age. We will miss their commitmentage; each provided many important contributions to the Board. Thank you – from all of us – for your valuable perspectives and valuable perspectives.years of service to Citi.

www.citigroup.com

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Notice of Annual Meeting of Stockholders

Citigroup Inc.
388 Greenwich Street
New York, New York 10013

Dear Stockholder:

Citi’s Annual Stockholders’ Meeting will be held on Tuesday, April 25, 2017,16, 2019, at 9:00 a.m. at The Great Hall of The Cooper Union inCiti’s Headquarters, 388 Greenwich Street, New York, New York. Directions to the 20172019 Annual Meeting location are provided on page 119 126of this Proxy Statement. You will need an admission ticket or proof of ownership of Citi stock to enter the meeting. Live audio of the Annual Meeting will be webcast at www.citigroup.com.

At the meeting, stockholders will be asked to:

1.	elect the directors listed in this proxy statement,
2.	ratify the selection of Citi’s independent registered public accounting firm for 2017,2019,
3.	consider an advisory vote to approve Citi’s 20162018 executive compensation,
4.	consider an advisory vote to approve the frequency of future advisory votes on executive compensation,Citigroup 2019 Stock Incentive Plan,
5.	act on certain stockholder proposals, and
6.	consider any other business properly brought before the meeting, or any adjournment or postponement thereof, by or at the direction of the Board of Directors.

Citi has utilized the Securities and Exchange Commission rule allowing companies to furnish proxy materials to its stockholders over the Internet. This process allows us to expedite our stockholders’ receipt of proxy materials, lower the costs of distribution, and reduce the environmental impact of our 20172019 Annual Meeting.

In accordance with this rule, on or about March 15, 2017,6, 2019, we sent to those current stockholders who were stockholders at the close of business on February 27, 2017,19, 2019, a notice of the 20172019 Annual Meeting containing aNotice of Internet Availability of Proxy Materials(Notice). The Notice contains instructions on how to access our Proxy Statement and Annual Report and vote online. If you received a Notice and would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the Notice.

By order of the Board of Directors,

Rohan Weerasinghe
Corporate Secretary
March 15, 20176, 2019

www.citigroup.com

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Contents

PROXY STATEMENT HIGHLIGHTS	10
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) HIGHLIGHTS	913
ABOUT THE 2019 ANNUAL MEETING		1216
How We Have Done		17
Annual Report		17
CORPORATE GOVERNANCE		1822
Corporate Governance Materials Available on Citi’s Website	23
Annual Report	1923
Corporate Governance Guidelines		1923
Director Independence		2125
Meetings of the Board of Directors and Committees		2429
Meetings of Non-Management Directors		2429
Board Leadership Structure		2429
Board Diversity	30
Director Education Program	2530
Board Self-Assessment Process	31
Board’s Role in Risk Oversight		2531
Committees of the Board of Directors		2632
Involvement in Certain Legal Proceedings		3238
Certain Transactions and Relationships, Compensation Committee Interlocks, and Insider Participation		3238
Indebtedness		3440
Business Practices Committees		3440
ConductEthics and Culture		3540
Code of Ethics for Financial Professionals		3641
Ethics Hotline		3741
Code of Conduct		3742
Communications with the Board		3742
STOCK OWNERSHIP		3843
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		4045
PROPOSAL 1: ELECTION OF DIRECTORS		4045
Director Criteria and Nomination Process		4045
Director Qualifications		4146
The Nominees		4450
Directors’ Compensation		5965
AUDIT COMMITTEE REPORT		6269

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		6370
PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 20162018 EXECUTIVE COMPENSATION		6672
Compensation Discussion and Analysis		6672
The Personnel and Compensation Committee Report		9498
20162018 Summary Compensation Table and Compensation Information		9599
Management Analysis of Potential Adverse Effects of Compensation Plans	107
CEO Pay Ratio	105108
PROPOSAL 4: ADVISORY VOTE TO APPROVE THE FREQUENCYAPPROVAL OF FUTURE ADVISORYTHE VOTES ON EXECUTIVE COMPENSATIONCITIGROUP 2019 STOCK INCENTIVE PLAN		106110
STOCKHOLDER PROPOSALS		107119
Submission of Future Stockholder Proposals		118125
Cost of Annual Meeting and Proxy Solicitation		118125
Householding		118125
Directions to 2019 Annual Meeting Location		119126
ANNEX A		120127
Annex A – Additional Information Regarding Proposal 3		120127
Glossary		120127
Citigroup – Financial— Quantitative Scorecard Metric Details and Adjusted Results Detail and Reconciliations		121128
ANNEX B	130
The Citigroup 2019 Stock Incentive Plan	130

Citi 2017 Proxy Statementwww.citigroup.com

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Proxy Statement Highlights

Voting Items

		Proposal 1: Election of Directors (Page 40)(Pages 45-64) The Board recommends you voteFOR voteFOReach nominee
		Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm(Page 63)Pages 70-71) The Board recommends you voteFORthis proposal
		Proposal 3: Advisory Vote to Approve Citi’s 20162018 Executive Compensation (Page 66)(Pages 72-109) The Board recommends you voteFORthis proposal
		Proposal 4: Advisory Vote to Approve the Frequency of Future Advisory Votes on Executive CompensationCitigroup 2019 Stock Incentive Plan(Page 106)Pages 110-118) The Board recommends you voteFOR an ANNUAL advisory vote on executive compensationthis proposal
		Stockholder Proposals 5-95-7(Pages 107-117)119-124) The Board recommends you voteAGAINSTthe stockholder proposals

Meeting and Voting Information

		Date and Time April 25, 2017,16, 2019, 9:00 a.m.
	Place The Great Hall of The Cooper Union 7 East 7thCiti’s Headquarters 388 Greenwich Street New York, New York 10003NY 10013
	Record Date February 27, 201719, 2019
	Voting Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each Director nominee and one vote for each of the other proposals to be voted on.
	Admission *New Procedures* An admission ticket or proof of ownership of Citi’s stock is required to enter Citi’s Annual Meeting. To attend Citi’s 2019 Annual Meeting, go to the “Register for Meeting” link at www.proxyvote.com.

Board and Corporate Governance Highlights

Summary of Director Nominees
The nominees for the Board of Directors each have the qualifications and experience to approve and guide Citi’s strategy. The Board also oversees management’s execution of that strategic vision. Citi’s Board of Directors consists of individuals with the skills and backgrounds necessary to oversee Citi’s efforts on delivering sustainable, client-led revenue growth while operating within a complex financial and regulatory environment.

Board and Corporate Governance Highlights Summary of Director Nominees The nominees for the Board of Directors each have the qualifications and experience to approve and guide Citi’s strategy and to oversee management’s execution of that strategic vision. Citi’s Board of Directors consists of individuals with the skills and backgrounds necessary to oversee Citi’s efforts toward becoming a simpler, smaller, safer, and stronger financial institution, while mitigating risk and operating within a complex financial and regulatory environment. Independence
Independence		85%87%of our Board Nominees areIndependent.Independent
Tenure
Board Refreshment
	The average board tenure of our sitting nominees is3.95 yearsand no sitting nominee has served formore than 10 years.There have been8 new Directorselected within the last5 yearsand this year’s slate includes a new nominee.
Diversity
Diversity
	Citi’s Board is committed to ensuring that it is composed of individuals whose backgrounds reflect thediversity represented by our employees, customers, and stakeholders.

www.citigroup.com

Citi 2019 Proxy Statement

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PROXY STATEMENT HIGHLIGHTS

Director Nominees

Citi Committee Memberships

Name and Primary Qualifications

Age

Director Since

Principal Occupation and Other Current Public Company Directorships

A

EC

E

NGP

OT

PC

RM

Michael L. Corbat

56

2012

Chief Executive Officer, Citigroup Inc.

Ellen M. Costello

62

2016

Former President and CEO, BMO Financial Corporation, and Former U.S. Country Head, BMO Financial Group Board:DH Corporation

•

•

Duncan P. Hennes

60

2013

Co-Founder and Partner, Atrevida Partners, LLC

•

•

Peter B. Henry

47

2015

Dean, New York University, Leonard N. Stern School of Business Board: General Electric Company

•

•

Franz B. Humer

70

2012

Former Chairman, Roche Holdings Ltd. Boards: Chugai Pharmaceuticals Ltd., Kite Pharmaceuticals, WISeKey SA

•

•

•

Renée J. James

52

2016

Operating Executive, The Carlyle Group Boards: Oracle Corporation, Sabre Corporation, Vodafone Group Plc

•

•

Eugene M. McQuade

68

2015

Former Vice Chairman, Citigroup Inc. and Former CEO, Citibank, N.A. Board: XL Group, Ltd. (Chairman)

•

Michael E. O’Neill

70

2009

Chairman, Citigroup Inc.

•

•

•

•

•

Gary M. Reiner

62

2013

Operating Partner, General Atlantic LLC Boards: Hewlett Packard Enterprise Company, Box Inc.

•

•

Anthony M. Santomero

70

2009

Former President, Federal Reserve Bank of Philadelphia Boards: RenaissanceRe Holdings, Ltd., Penn Mutual Life Insurance Company

•

•

•

Diana L. Taylor

62

2009

Vice Chair, Solera Capital LLC Boards: Brookfield Asset Management, Sotheby’s

•

•

•

William S. Thompson, Jr.

71

2009

Former CEO, Pacific Investment Management Company (PIMCO)

•

•

•

James S. Turley

61

2013

Former Chairman and CEO, Ernst & Young Boards: Emerson Electric Co., Intrexon Corporation, Northrop Grumman Corporation

•

•

•

Deborah C. Wright

59

2017

Former Chairman Carver Bancorp, Inc. Boards: Time Warner Inc., Voya Financial, Inc.

•

•

Ernesto Zedillo Ponce de Leon

65

2010

Director, Center for the Study of Globalization and Professor in the Field of International Economics and Politics, Yale University Boards: Alcoa Corp., Procter & Gamble Company, Grupo Prisa

•

•

•

Qualifications				• committee member
				• committee chair
	Compensation		International Business or Economics	A	Audit
	Consumer Business and Financial Services		Legal Matters	EC E	Ethics and Culture Executive
	Corporate Affairs		Operations and Technology	NGP	Nomination, Governance and Public Affairs
	Corporate Governance		Regulatory and Compliance	OT PC	Operations and Technology Personnel and Compensation
	Financial Reporting		Risk Management	RM	Risk Management
	Institutional Business

Citi 2017 Proxy Statement

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PROXY STATEMENT HIGHLIGHTS

11

Director Nominees

Citi Committee Memberships*

Name and Primary Qualifications

Age

Director Since

Principal Occupation and Other Current Public Company Directorships

A

EC

E

NGP

OT

PC

RM

Michael L. Corbat

58

2012

Chief Executive Officer, Citigroup Inc.

Ellen M. Costello

64

2016

Former President and CEO, BMO Financial Corporation, and Former U. S. Country Head, BMO Financial Group Board: Diebold Nixdorf, Inc.

⚫

⚫

Barbara J. Desoer

66

CEO, Citibank, N. A.** Board: DaVita Inc.

John C. Dugan

63

2017

Chair, Citigroup Inc.

⚫

⚫

⚫

⚫

⚫

Duncan P. Hennes

62

2013

Co-Founder and Partner, Atrevida Partners, LLC Board: RenaissanceRe Holdings Ltd.

⚫

⚫

⚫

Peter B. Henry

49

2015

Dean Emeritus and W. R. Berkley Professor of Economics and Finance, New York University, Leonard N. Stern School of Business Board: Nike, Inc.

⚫

⚫

⚫

S. Leslie Ireland

59

2017

Former Assistant Secretary for Intelligence and Analysis, U.S. Department of the Treasury, and National Intelligence Manager for Threat Finance, Office of the Director of National Intelligence

⚫

Lew W. (Jay) Jacobs, IV

48

2018

Former President and Managing Director, Pacific Investment Management Company LLC (PIMCO)

⚫

⚫

⚫

Renée J. James

54

2016

Chair and CEO, Ampere Computing, and Operating Executive, The Carlyle Group Boards: Oracle Corporation, Sabre Corporation, and Vodafone Group Plc

⚫

⚫

Eugene M. McQuade

70

2015

Former Vice Chairman, Citigroup Inc. and Former CEO, Citibank, N. A.

⚫

Gary M. Reiner

64

2013

Operating Partner, General Atlantic LLC Boards: Hewlett Packard Enterprise Company and Box Inc.

⚫

⚫

⚫

Diana L. Taylor

64

2009

Former Superintendent of Banks, State of New York Boards: Brookfield Asset Management and Sotheby’s

⚫

⚫

⚫

James S. Turley

63

2013

Former Chairman and CEO, Ernst & Young Boards: Emerson Electric Co., Intrexon Corporation, and Northrop Grumman Corporation

⚫

⚫

⚫

Deborah C. Wright

61

2017

Managing Director of U.S. Jobs and Economic Opportunity, Rockefeller Foundation

⚫

⚫

Ernesto Zedillo   Ponce de Leon

67

2010

Director, Center for the Study of Globalization and Professor in the Field of International Economics and Politics, Yale University Boards: Alcoa Corp. and Procter & Gamble Company

⚫

⚫

⚫

*

Mr. Santomero will be retiring from the Board on April 1, 2019 and Mr. Humer will be retiring from the Board on April 16, 2019, both having reached the mandatory retirement age. Mr. Humer currently serves as the Chair of the Ethics and Culture Committee and Mr. Santomero serves as the Chair of the Risk Management Committee. The Board will appoint new Chairs for these Committees effective upon their retirements.

**

Ms. Desoer will retire as CEO of Citibank, N.A. before the Annual Meeting.

Qualifications

	Compensation		International Business or Economics
	Consumer Business and Financial Services		Legal Matters
	Corporate Affairs		Operations and Technology
	Corporate Governance		Regulatory and Compliance
	Financial Reporting		Risk Management
	Institutional Business

⚫committee member
⚫committee chair

A	Audit
EC	Ethics and Culture
E	Executive
NGP	Nomination, Governance and Public Affairs
OT	Operations and Technology
PC	Personnel and Compensation
RM	Risk Management

www.citigroup.com

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) HIGHLIGHTS

13

Our Investor Engagement ProgramProgram*

Summer Members of the Board and senior management conduct follow-up calls with investors regarding votes at the Annual Meeting and other governance issues.

Fall Management reviews the vote and feedback received from investors and analyzes governance and compensation trends.

Winter Members of the Board and senior management conduct calls with investors for input on a variety of governance, compensation, and environmental and social matters, including climate risk.

Winter Senior management continues to conduct engagement calls with investors regarding governance, compensation, matters under consideration.and environmental and social matters. The Board reviews shareholder feedback from these conversations.

Spring Members of the Board and senior management conduct conversations with our institutional investors in advance of the Annual Meeting to provide an opportunity for discussion of compensation, management and stockholder proposals, and other governance and annual meeting issues.matters.
Annual Stockholders’ Meeting

*

In the period following the 2018 Annual Meeting and prior to the issuance of the 2019 Proxy Statement, Citi engaged with investors regarding, among other topics, the following: executive compensation, climate change risk and disclosure including our work in response to the Taskforce on Climate-related Financial Disclosures (TCFD) Recommendations, gender pay equity, human and indigenous peoples’ rights, diversity and inclusion, board refreshment and governance, and certain stockholder proposals. For information about our engagement efforts in advance of the 2019 Annual Meeting, please see page 75 in this Proxy Statement.

Environmental, Social and
Governance (ESG) Highlights

Citizenship and Sustainability Governance at Citi

Three Board-level committees have oversight responsibility for citizenship and sustainability-related activities and report to the full Board on these topics. Management organizations provide strategic guidance and senior-level review on citizenship and sustainability topics.

Board of Directors						Senior Management
Nomination, Governance and Public Affairs Committee		Ethics and Culture  Committee		Risk Management Committee		●Environmental and Social Advisory Council ●Citizenship, Corporate Sustainability, and Environmental and Social Risk Management teams ●Business Practices Committees
Oversees citizenship and sustainability programs and company policies and procedures that impact citizenship and sustainability, including climate change, human rights and other issues; reviews engagement with major external stakeholders; and provides oversight of business practices		Oversees senior management’s efforts to reinforce and enhance a culture of ethics throughout the firm		Reviews Citi’s risk appetite framework, including reputational risk appetite, and reviews and approves key risk policies, including those focused on environmental and social risk

www.citigroup.com

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14	ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) HIGHLIGHTS

Sustainability Framework

Our Sustainable Progress Strategy focuses on Climate Change, Sustainable Cities, and People and Communities, with our sustainability activities organized under three primary pillars:

Environmental Finance			Environmental & Social Risk Management (ESRM)			Operations & Supply Chain
$100 Billion Environmental Finance Goal focused on financing environmental and climate solutions			Collaborating with our clients to manage environmental and social risks and impacts associated with financed client activities			Managing our global facilities and supply chain to minimize direct impact, reduce costs, and reflect best practices

Sustainable Progress Performance Highlights — 2018

Financed and facilitated $38.4B toward our$100 BILLION ENVIRONMENTAL FINANCE GOAL($95.3B from 2014-2018)		Formalized a newCOAL-FIRED POWER POLICYto restrict financing for the construction or expansion of coal-fired power plants*		Reached62%of our goal of100% RENEWABLE ENERGYfor our global facilities by 2020
IssuedINAUGURAL GREEN BOND, a€1 BILLION 3-year fixed rate notes offering (2019)		InstitutedU.S. COMMERCIAL FIREARMS POLICYrequiring retail sector clients and partners to adhere to responsible sales practices*		Achieved2020 OPERATIONAL FOOTPRINT GOALSforENERGY, WASTEandWATERreduction

Implementing the TCFD Recommendations Citi continues to support the Paris Agreement and was an early supporter of the Task Force on Climate-related Financial Disclosures (TCFD), which promotes greater understanding of climate-related risks and opportunities through better climate disclosures. Our adoption of the TCFD Recommendations builds on over two decades of work promoting sustainability. Climate change is a central focus of Citi’s Sustainable Progress Strategy and we take action through strong governance, environmental financing, integration of climate risks into environmental and social risk management, and transparent reporting on climate-related metrics and targets. To pilot climate scenario analysis, Citi worked jointly with 15 other banks and the UN Environment Finance Initiative to develop new methodologies and tools for the assessment of transition and physical risks and opportunities within banks’ lending portfolios. Citi piloted the transition risk methodology on our North American oil and gas exploration and production portfolio and the transition and physical risk methodologies on our U.S. utilities portfolio. We shared our process and findings in our first climate disclosure report,Finance for a Climate-Resilient Future, published in November 2018. By voluntarily adopting the TCFD framework, Citi is working to better understand our own climate risks and help navigate the transition to a low-carbon economy.

ESG Ratings
●	CDP Climate score of A- (Leadership Band), Supply Chain score of A
●	Sustainalytics overall score of 69 (79th percentile), Environmental score 87 (Leader)
●	MSCI score of BB
●	Inclusion in DJSI World and North America indices since 2001

*	For more information about our environmental and social policies, please see Citi’s Environmental and Social Policy Framework at https://www.citigroup.com/citi/sustainability/data/Environmental-and-Social-Policy-Framework.pdf.

Citi 2019 Proxy Statement

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) HIGHLIGHTS

15

Citizenship Approach

Executing a business model that adds value to society

Taking a stand on issues that matter and driving solutions

Reporting transparently and learning through dialogue

Maintaining a focus on ethical decision making and responsible business practices

Catalyzing innovation through strategic philanthropy and employee engagement

Citizenship Performance Highlights – 2018

Provided more than $6 BILLIONin loans for AFFORDABLE HOUSING PROJECTSin the U.S.		CitiCHARITABLE GIVING TOTALS $76 MILLION in support of local communities around the globe		First in the industry to DISCLOSE A GENDER PAY GAPamong global workforce; see page 76 of this Proxy Statement for further information
Engaged100,000 CITI VOLUNTEERSin projects in more than 450 cities across 90 countries as part of annual day of service,GLOBAL COMMUNITY DAY		Citi Foundation invested $78 MILLION, including $49 MILLIONglobally to tackle youth unemployment throughPATHWAYS TO PROGRESSinitiative		SetREPRESENTATION GOALSfor Black talent in the U.S. and female talent globally to increase representation ACROSS ALL LEVELS OF THE FIRMby 2021

Recognition
●	World’s Best Bank for Corporate Responsibility - Euromoney Awards for Excellence 2018
●	Most Innovative Investment Bank for CSR - The Banker Investment Banking Awards 2018
●	Civic 50 - Recognized as one of the most community-minded companies in the U.S.
●	2018 Organizational Climate Leadership Award - Climate Leadership Conference
●	100% Score: Corporate Equality Index - Human Rights Campaign
●	2018 Bloomberg Gender-Equality Index

The UN Sustainable Development Goals: Citi Priorities

The United Nations Sustainable Development Goals (SDGs) are a set of 17 global development goals for 2030. While our activities have an impact on all of the goals, Citi is focused on seven SDGs where our core business and key initiatives can have the greatest impact. We highlight those efforts in our external reporting, including in our annual Global Citizenship Report and in a standalone report, entitledBanking on 2030: Citi & the Sustainable Development Goals.

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About the 20172019 Annual Meeting

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Vote by Internet Go to www.proxyvote.com. You will need the 16-digit number included in your proxy card, voter instruction form, or Notice.

Vote by QR code You can scan this QR code to vote your proxy card. You will need the 16-digit numberincludednumber included in your proxy card, voter instruction form, or Notice.

Vote by Phone Call the number on your proxy card or the number on your voter instruction form. You will need the 16-digit number included in your proxy card, voterinstructionvoter instruction form, or Notice.

Vote by Mail Send the completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.

Vote in Person See the instructions below regarding attendance at the Annual Meeting.

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Citi 20172019 Proxy Statement

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Citi 20172019 Proxy Statement

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How We Have Done

Annual Report

If you received these materials by mail, you should have also received Citi’s Annual Report to Stockholders for 2016 with them. The 2016 Annual Report is also available on Citi’s website at www.citigroup.com. We urge you to read these documents carefully. In accordance with the SEC’s rules, the Five-Year Performance Graph appears in the 2016 Annual Report on Form 10-K.

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Corporate Governance

Citigroup Inc. (Citigroup, Citi, or the Company) continually strives to maintain the highest standards of ethical conduct: reporting results with accuracy and transparency and maintaining full compliance with the laws, rules, and regulations that govern Citi’s businesses. Citi is active in ensuring its governance practices are at the leading edge of best practices. Below is a compilation of Citi’s Corporate Governance initiatives:

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Corporate Governance Materials Available on Citi’s Website

In addition to our Corporate Governance Guidelines, other information relating to corporate governance at Citi is available onin the Corporate Governance section of our website at www.citigroup.com. Click on “About Us” and then “Corporate Governance.”

www.citigroup.com/citi/ investor/corporate_ governance.html	●	●Audit Committee Charter
●	Ethics and Culture Committee Charter
●	Nomination, Governance and Public Affairs Committee Charter
●	Operations and Technology Committee Charter
	●	Personnel and Compensation Committee Charter
	●	Risk Management Committee Charter
	●	Code of Conduct
	●	Code of Ethics for Financial Professionals
	●	Citi’s Compensation Philosophy
	●	By-laws and Restated Certificate of Incorporation
	●	Corporate Political Activities Statement
	●	Global Citizenship Report
	●	Banking on 2030: Citi & the Sustainable Development Goals ●Environmental and Social Policy Framework ●Finance for a Climate-Resilient Future: Citi’s TCFD Report ●Statement on Human Rights ●Citi’s U.K. Modern Slavery Act Statement ●A list of our 20162018 Political Contributions and the names of Citi’s significant trade and business associations

Citi stockholders may obtain printed copies of these documents by writing to Citigroup Inc., Corporate Governance, 601 Lexington Avenue, 19th388 Greenwich Street, 17th Floor, New York, New York 10022.10013.

Annual Report

If you received these materials by mail, you should have also received Citi’s Annual Report to Stockholders for 2018 with them. The 2018 Annual Report is also available on Citi’s website at www.citigroup.com. We urge you to read these documents carefully. In accordance with the SEC’s rules, the Five-Year Performance Graph appears in the 2018 Annual Report on Form 10-K, which is included in Citi’s Annual Report to Stockholders for 2018.

Corporate Governance Guidelines

Citi’s Corporate Governance Guidelines (the Guidelines) embody many of our long-standing practices, policies, and procedures, which are the foundation of our commitment to best practices. The Guidelines are reviewed at least annually, and revised as necessary, to continue to reflect best practices. The full text of the Guidelines, as approved by the Board, is set forth on Citi’s website at www.citigroup.com. Click on “About Us,” then “Corporate Governance,” and then “Corporate Governance Guidelines.” The Guidelines outline the responsibilities, operations, qualifications, and composition of the Board.

Director Independence

Our goal is that at least two-thirds of the members of the Board be independent. A descriptionDescriptions of our independence criteria and the results of the Board’s independence determinations are set forth below.

Board Committees

The Guidelines require that all members of the requiredfollowing committees of the Board (Audit;Board: Audit; Nomination, Governance and Public Affairs; and Personnel and Compensation)Compensation be independent. Committee members are appointed by the Board upon the recommendation of the Nomination, Governance and Public Affairs Committee. Committee membership and Chairs are rotated periodically. The Board and each Committee have the power to hire and fire independent legal, financial, or other advisors, as they may deem necessary, without consulting or obtaining the approval of management. Meetings

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Additional Board meeting and are presided over by the independent Chairman.Service

The number of other for-profit public or non-public company boards on which a Director may serve is subject to a case-by-case review by the Nomination, Governance and Public Affairs Committee, in order to ensure that each Director is able to devote sufficient time to performing his or her duties as a Director. Interlocking directorates are prohibited (inside Directors and executive officers of Citi may not sit on boards of companies where a Citi outside Director is an executive officer).

Change in Status or Responsibilities

If a Director has a substantial change in professional responsibilities, occupation, or business association, he or she is required to notify the Nomination, Governance and Public Affairs Committee and to offer his or her resignation from the Board. The Nomination, Governance and Public Affairs Committee will evaluate the facts and

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circumstances and make a recommendation to the Board whether to accept the resignation or request that the Director continue to serve on the Board. If a Director assumes a significant role in a not-for-profit entity, he or she is asked to notify the Nomination, Governance and Public Affairs Committee.

Attendance at Meetings

Directors are expected to attend Board meetings and meetings of the Committees on which they serve and the Annual Meeting of stockholders. All of the Directors then in office attended Citi’s 20162018 Annual Meeting (either in person or via audioconference), except for William S. Thompson, Jr. who was unable to attend due to a personal matter.Meeting.

Evaluation of Board Performance

The Nomination, Governance and Public Affairs Committee nominates one of the members of the Board to serve as ChairmanChair of the Board on an annual basis. The Nomination, Governance and Public Affairs Committee also conducts an annual review of Board performance in which the full Board participates, and each requiredstanding committee (except for the Executive Committee) conducts its own self-evaluation. As part of the self-evaluation, the Board engages in an examination of its own performance of its obligations onwith regards to such matters as regulatory requirements, strategic and financial oversight, oversight of risk management, executive compensation, succession planning, and governance matters, among many othertopics. The committees evaluate their performance against the requirements of their charters and other aspects of their responsibilities. The full Board and each committee then discuss the results of their respective self-evaluations in executive session, highlighting actions to be taken in response to the discussion. SeeBoard Self-Assessment Processon page 31 for further information.

Directors Access to Senior Management and Director Orientation

Directors have full and free access to senior management and other employees of Citi. New Directors are provided with an orientation program to familiarize themwith Citi’s businesses, regions, and functions as well as its legal, compliance, regulatory, and risk profile. Citi provides educational sessions on a variety of topics throughout the year for all members of the Board. These sessions are designed to allow Directors to, for example, develop a deeper understanding of a business issue or a complex financial product.

Succession Planning

The Board reviews the Personnel and Compensation Committee’s report on the performance of senior executives in order to ensure that they are providing the highest quality leadership for Citi. The Board also works with the Nomination, Governance and Public Affairs Committee and the Personnel and Compensation Committee to evaluate potential successors to the Chief Executive Officer (CEO). With respect to regular succession of the CEO and senior management, Citi’s Board evaluates internal, and, when appropriate, external candidates. To find external candidates, Citi seeks input from the members of the Board and senior management and/or from recruiting firms. To develop internal candidates, Citi engages in

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a number of practices, formal and informal, designed to familiarize the Board with Citi’s talent pool. The formal process involves an annual talent review conducted by senior management at which the Board studies the most promising members of senior management. The Board learns about each person’s experience, skills, areas of expertise, accomplishments, and goals. This review is conducted at a regularly scheduled Board meeting on an annual basis. In addition, members of senior management are periodically asked to make presentations to the Board at Board meetings and at the Board strategy sessions. These presentations are made by senior managers atof the various business units as well as those who serve in corporate functions. The purpose of the formal review and other interaction is to ensure that Board members are familiar with the talent pool inside and outside Citi from which the Board would be able to choose successors to the CEO and evaluate succession for other senior managers as necessary from time to time.

Charitable Contributions

If a Director, or an immediate family member who shares the Director’s household, serves as a director, trustee, or executive officer of a foundation, university, or other not-for-profit organization, and such entity receives contributions from Citi and/or the Citi Foundation, such contributions must be reported to the Nomination, Governance and Public Affairs Committee at least annually.

Insider Investments and Transactions

Members of Citi’s Board of Directors and Citi’s executive officers (i.e., Section 16 Insiders) are not permitted to hedge their Citi securities or to pledge their Citi securities as collateral for a loan. The Guidelines restrict certain financial transactions between Citi and its subsidiaries on the one hand and Directors, senior management, and their immediate family members on the other. Personal loans from Citi or its subsidiaries to Citi’s Directors and its most senior executives, or immediate family members who share any such person’s household, are prohibited, except for mortgage loans, home equity loans, consumer loans, credit cards, overdraft checking privileges and margin loans to employees of a broker-dealer subsidiary of Citi, mortgage loans, home equity loans, consumer loans, credit cards, and overdraft checking privileges, all made on market terms in the ordinary course of business. SeeCertain Transactions and Relationships, Compensation Committee Interlocks, and Insider Participationon pages 32-3438-39 of this Proxy Statement.

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The Guidelines prohibit investments or transactions by Citi or its executive officers and those immediate family members who share an executive officer’s household in a partnership or other privately held entity in which an outside Director is a principal, or in a publicly traded company in which an outside Director owns or controls more than a 10% interest. Directors and those immediate family members who share the Director’s household are not permitted to receive initial public offering allocations. Directors and their immediate family members may participate in Citi-sponsored investment activities, provided they are offered on the same terms as those offered to similarly situated non-affiliated persons. Under certain circumstances, or with the approval of the appropriate committee, members of senior management may participate in certain Citi-sponsored investment opportunities. Finally, there is a prohibition on certain investments by Directors and executive officers in third-party entities when the opportunity comes solely as a result of their position with Citi.

Director Independence

The Board has adopted categorical standards to assist the Board in evaluating the independence of each of its Directors. The categorical standards, which are set forth below, describe various types of relationships that could potentially exist between a Director or an immediate family member of a Director and Citi, and set thresholds at which such relationships would be deemed to be material. Provided that no relationship or transaction exists that would disqualify a Director under the categorical standards and no other relationships or transactions exist of a type not specifically mentioned in the categorical standards that, in the Board’s opinion, taking into account all facts and circumstances, would impair a Director’s ability to exercise his or her independent judgment, the Board will deem such person to be independent.

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The Board and the Nomination, Governance and Public Affairs Committee reviewed certain information obtained from Directors’ responses to a questionnaire asking about their relationships with Citi, and those of their immediate family members and primary business or charitable affiliations and other potential conflicts of interest, as well as certain data collected by Citi’s businesses related to transactions, relationships, or arrangements between Citi on the one hand and a Director, immediate family member of a Director, oraor a primary business or charitable affiliation of a Director, on the other. The Board reviewed certain relationships or transactions between the Directors or immediate family members of the Directors or their primary business or charitable affiliations and Citi and determined that the relationships or transactions complied with the Corporate Governance Guidelines and the related categorical standards. The Board also determined that, applying the Guidelines and standards, which are intended to comply with the NYSE corporate governance rules, and all other applicable laws, rules, and regulations, each of the following Director nominees standing for re-election and current board members areis independent:

The Board has determined that Mr. McQuade is independent because he retired from employment in May 2015, over three years ago. The Board has determined that Michael L. Corbat and Eugene M. McQuadeBarbara Desoer are not independent. Mr. Corbat is our Chief Executive Officer and Mr. McQuade previously served asMs. Desoer is the Chief Executive Officer of Citibank, N.A., our largest banking subsidiary. Ms. Desoer is scheduled to retire as the Chief Executive Officer of Citibank, N.A. before Citi’s 2019 Annual Meeting.

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Independence Standards

To be considered independent, a Director must meet the following categorical standards as adopted by our Board and reflected in our Corporate Governance Guidelines. In addition, there are other independence standards under NYSE corporate governance rules that apply to all directors and certain independence standards under SEC, Internal Revenue Code (IRC), and Federal Deposit Insurance Corporation (FDIC) rules that apply to specific committees.

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Annual contributions in any of the last three calendar years from the Company and/or the Citi Foundation to a charitable organization of which a Director, or an immediate family member who shares the Director’s household, serves as a Director, trustee, or executive officer (other than the Citi Foundation and other charitable organizations sponsored by the Company) may not exceed the greater of $250,000 or 10% of the charitable organization’s annual consolidated gross revenue.

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Employment/Affiliations