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 22, 2014
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, (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 22, 2014, the stockholders of Citigroup Inc. (“Citigroup”), upon recommendation of the Citigroup Board of Directors (“Board”), approved the Citigroup 2014 Stock Incentive Plan (the “2014 Plan”). The 2014 Plan was approved with an initial share authorization which would equal the number of shares of Citigroup common stock, par value $.01 per share ("Common Stock") remaining available for grant under the Citigroup 2009 Stock Incentive Plan ("2009 Plan") upon its expiration, but not to exceed 52 million shares. The 2009 Plan expired on April 21, 2014, with 52.05 million shares of Common Stock remaining available for grant, so 52 million shares are authorized for grant under the 2014 Plan.
The 2014 Plan is described in greater detail in proposal 4 in Citigroup’s Proxy Statement for the 2014 Annual Meeting of Stockholders (“Proxy Statement”). The Proxy Statement, which includes a summary description of the 2014 Plan, was filed with the Securities and Exchange Commission on March 12, 2014. 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 of the date hereof, no awards under the 2014 Plan have been made to the principal executive officer, the principal financial officer, nor any named executive officer of Citigroup, and no awards previously granted under the 2009 Plan, nor under any other compensatory plan, contract or arrangement covering any such person, will be affected by approval by stockholders of the 2014 Plan.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Citigroup's 2014 Annual Meeting of Stockholders was held on April 22, 2014. 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 2014 was ratified;
(3) a proposal for advisory approval of Citigroup’s 2013 executive compensation was approved;
(4) a proposal to approve the Citigroup 2014 Stock Incentive Plan was approved;
(5) a stockholder proposal requesting that executives retain a significant portion of their stock until reaching normal retirement age was not approved;
(6) a stockholder proposal requesting a report on lobbying and grassroots lobbying contributions was not approved;
(7) a stockholder proposal requesting that the Board institute a policy to make it more practical to deny indemnification for Directors was not approved; and
(8) a stockholder proposal requesting proxy access for shareholders 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 | 1,983,859,107 | 31,981,545 | 5,746,452 | 362,498,255 | ||||||||||||
| Duncan P. Hennes | 1,994,124,941 | 21,374,113 | 6,088,046 | 362,498,259 | ||||||||||||
| Franz B. Humer | 1,979,155,153 | 36,378,610 | 6,053,335 | 362,498,261 | ||||||||||||
| Michael E. O’Neill | 1,970,829,790 | 44,951,480 | 5,805,595 | 362,498,494 | ||||||||||||
| Gary M. Reiner | 1,994,302,673 | 21,304,907 | 5,979,517 | 362,498,262 | ||||||||||||
| Judith Rodin | 1,801,203,352 | 214,456,487 | 5,927,263 | 362,498,257 | ||||||||||||
| Robert L. Ryan | 1,975,523,344 | 40,063,282 | 6,000,530 | 362,498,203 | ||||||||||||
| Anthony M. Santomero | 1,952,874,389 | 62,753,351 | 5,960,366 | 362,497,253 | ||||||||||||
| Joan E. Spero | 1,978,758,139 | 36,760,592 | 6,068,371 | 362,498,257 | ||||||||||||
| Diana L. Taylor | 1,951,922,265 | 61,500,869 | 8,163,672 | 362,498,553 | ||||||||||||
| William S. Thompson, Jr. | 1,973,650,132 | 41,852,879 | 6,084,091 | 362,498,257 | ||||||||||||
| James S. Turley | 1,991,933,802 | 23,619,714 | 6,033,590 | 362,498,253 | ||||||||||||
| Ernesto Zedillo Ponce de Leon | 1,970,908,125 | 43,364,370 | 8,312,791 | 361,500,073 |
| (2) Ratification of Independent Registered Public Accounting Firm | 2,337,420,247 | 39,881,988 | 6,783,124 | 0 |
| (3) Advisory approval of Citi’s 2013 Executive Compensation | 1,710,504,312 | 300,824,256 | 9,632,583 | 363,124,208 |
| (4) Proposal to approve the Citigroup 2014 Stock Incentive Plan | 1,948,047,842 | 63,483,525 | 9,429,787 | 363,124,205 |
| (5) Stockholder proposal requesting that executives retain a significant portion of their stock until reaching normal retirement age | 87,306,480 | 1,928,706,588 | 9,240,105 | 358,832,186 |
| (6) Stockholder proposal requesting a report on lobbying and grassroots lobbying contributions | 435,877,183 | 1,255,013,406 | 330,074,657 | 363,120,113 |
| (7) Stockholder proposal requesting that the Board institute a policy to make it more practical to deny indemnification for Directors | 48,290,310 | 1,965,154,353 | 7,516,413 | 363,124,283 |
| (8) Stockholder proposal requesting Proxy Access for shareholders | 110,899,025 | 1,893,815,251 | 16,244,045 | 363,127,038 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | ||||
| 10.1* | Citigroup 2014 Stock Incentive Plan | |||
_____________________
*Filed herewith
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: April 25, 2014 | /s/ Rohan Weerasinghe | |
| By: | Name: Rohan Weerasinghe Title: General Counsel and Corporate Secretary |
EXHIBIT INDEX
| Exhibit Number | ||||
| 10.1 | Citigroup 2014 Stock Incentive Plan | |||