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) February 17, 2009
Citigroup Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 1-9924 | | 52-1568099 |
| (State or other | | (Commission | | (IRS Employer |
| jurisdiction of | | File Number) | | Identification No.) |
| incorporation) | | | | |
399 Park Avenue, New York, New York 10043
(Address of principal executive offices) (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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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. |
(b) On February 17, 2009, Roberto Hernández Ramirez, a member of Citi’s Board of Directors, announced that he would not stand for re-election at Citi’s next Annual Meeting of Stockholders in April 2009. Attached as Exhibits 99.1 and 99.2 are two letters from Mr. Hernández Ramirez to Vikram Pandit and Richard D. Parsons, in which Mr. Hernández Ramirez indicates that he will maintain his responsibilities as Chairman of the Board of Banco Nacional de México and as a director of Grupo Financiero Banamex.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Letter from Roberto Hernández Ramirez to Vikram Pandit, dated February 17, 2009. |
| 99.2 | Letter from Roberto Hernández Ramirez to Richard D. Parsons, dated February 17, 2009. |
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.
| Dated: February 18, 2009 | CITIGROUP INC. | |
| | | | |
| | By: | /s/ Michael S. Helfer | |
| | Name: | Michael S. Helfer | |
| | Title: | General Counsel and Corporate Secretary | |
| | | | |
