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) January 11, 2023
Citigroup Inc.
(Exact name of registrant as specified in its charter)
| | |
Delaware | 1-9924 | 52-1568099 |
(State or other jurisdiction | (Commission | (IRS Employer |
| | |
388 Greenwich Street, New York, (Address of principal executive offices) | | 10013 |
(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))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 formatted in Inline XBRL: See Exhibit 99.2
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 January 11, 2023, the Board of Directors (the Board) of Citigroup Inc. (Citigroup) elected Casper W. von Koskull as a Director of Citigroup. Mr. von Koskull is the former President and Group Chief Executive Officer of Nordea Bank Abp. Also on January 11, 2023, the Board appointed Mr. von Koskull to the following Committees of the Board: Compensation, Performance Management, and Culture Committee; Nomination, Governance and Public Affairs Committee; Risk Management Committee; and Transformation Oversight Committee.
The Board determined that Mr. von Koskull is independent in accordance with the director independence standards established under Citigroup’s Corporate Governance Guidelines, which are intended to comply with the New York Stock Exchange corporate governance rules, and other applicable laws, rules, and regulations. There are no family relationships between Mr. von Koskull and any officer or other director of Citigroup or any related party transactions involving Mr. von Koskull and Citigroup. There is no arrangement or understanding between Mr. von Koskull and any other person pursuant to which he was selected as a director. Mr. von Koskull was employed by a predecessor firm of Citigroup from October 1984 to June 1994. Mr. von Koskull will receive compensation as a non-employee director in accordance with Citigroup’s non-employee director compensation practices described in “Proposal 1: Election of Directors – Directors’ Compensation” of Citigroup’s Annual Proxy Statement filed with the U.S. Securities and Exchange Commission on March 15, 2022.
A copy of Citigroup’s press release relating to the election of Mr. von Koskull as a director is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
| |
| | |
99.1 | | |
| | |
99.2 | | |
| | |
104 | | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
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: January 13, 2023 | | |
| By: | /s/ Brent J. McIntosh |
| | Brent J. McIntosh |
| | General Counsel and Corporate Secretary |