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 26, 2022, the stockholders of Citigroup Inc. (Citigroup, Citi, or the Company), 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 increases the number of shares available for grant under the 2019 Plan by 36 million.
The 2019 Plan is described in greater detail in proposal 4 in Citigroup’s Proxy Statement for the 2022 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 15, 2022. 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 2022 Annual Meeting of Stockholders was held on April 26, 2022. At the meeting:
(1) 12 persons were elected to serve as directors of Citigroup;
(2) the selection of KPMG LLP to serve as the independent registered public accountants of Citigroup for 2022 was ratified;
(3) an advisory vote to approve our 2021 Executive Compensation was approved;
(4) a proposal to approve additional shares for the Citigroup 2019 Stock Incentive Plan was approved;
(5) a stockholder proposal requesting a Management Pay Clawback policy was not approved;
(6) a stockholder proposal requesting an Independent Board Chairman was not approved;
(7) a stockholder proposal requesting a report on the effectiveness of Citi's policies and practices in respecting Indigenous Peoples' rights in Citi's existing and proposed financing was not approved;
(8) a stockholder proposal requesting that the Board adopt a policy to end new fossil fuel financing was not approved; and
(9) a stockholder proposal requesting a non-discrimination audit analyzing the Company’s impacts on civil rights and non-discrimination for all Americans 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.
