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 27, 2021, the stockholders of Citigroup Inc. (Citigroup), upon recommendation of Citigroup’s Board of Directors (Board), approved an amendment to the Citigroup 2019 Stock Incentive Plan (the 2019 Plan) which was first approved by stockholders on April 16, 2019. The amendment to the 2019 Plan increased the authorized number of shares available for grant under the 2019 Plan by 20 million.
The 2019 Plan is described in greater detail in proposal 4 in Citigroup’s Proxy Statement for the 2021 Annual Meeting of Stockholders (Proxy Statement). The Proxy Statement, which includes an appendix with a full copy of the 2019 Plan, was filed with the Securities and Exchange Commission on March 17, 2021. The descriptions of the 2019 Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2019 Plan set forth in Exhibit 10.1 to this Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Citigroup's 2021 Annual Meeting of Stockholders was held on April 27, 2021. At the meeting:
(1) 16 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 2021 was ratified;
(3) an advisory vote on Citigroup’s 2020 executive compensation was approved;
(4) a proposal to amend the Citigroup 2019 Stock Incentive Plan to authorize additional shares was approved;
(5) a stockholder proposal requesting an amendment to Citi’s proxy access by-law provisions pertaining to the aggregation limit was not approved;
(6) a stockholder proposal requesting an Independent Board Chairman was not approved;
(7) a stockholder proposal requesting non-management employees on director nominee candidate lists was not approved;
(8) a stockholder proposal requesting a report disclosing information regarding Citi's lobbying payments, policies and activities was not approved;
(9) a stockholder proposal requesting a racial equity audit analyzing Citi's adverse impacts on nonwhite stakeholders and communities of color was not approved; and
(10) a stockholder proposal requesting that the Board approve an amendment to Citi's Certificate of Incorporation to become a Public Benefit Corporation and to submit the proposed amendment to stockholders for approval 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.
