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C > SEC Filings for C > Form 8-K on 26-Apr-2013All Recent SEC Filings

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Form 8-K for CITIGROUP INC


26-Apr-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of Secur


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 24, 2013, the stockholders of Citigroup Inc. ("Citigroup"), upon recommendation of the Citigroup Board of Directors (the "Board"), approved an amendment to the Citigroup 2009 Stock Incentive Plan (the "2009 Plan"), which was first approved by stockholders on April 21, 2009. This amendment to the 2009 Plan allows the Personnel and Compensation Committee of the Board to provide for awards with performance vesting conditions (including awards granted on February 19, 2013) to accrue dividend equivalents that will be paid only if and when, and only to the extent that, the applicable performance conditions are satisfied and the underlying shares vest.

The amendment to the 2009 Plan is described in greater detail in proposal 4 in Citigroup's Proxy Statement for the 2013 Annual Meeting of Stockholders ("Proxy Statement"). The Proxy Statement, which also includes a summary description of the 2009 Plan, as proposed to be amended, was filed with the Securities and Exchange Commission on March 14, 2013. The descriptions of the 2009 Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2009 Plan (as amended and restated effective April 24, 2013).



Item 5.07 Submission of Matters to a Vote of Security Holders.

Citigroup's 2013 Annual Meeting of Stockholders was held on April 24, 2013. At the meeting:

(1) 11 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 2013 was ratified;

(3) a proposal for advisory approval of Citigroup's 2012 executive compensation was approved;

(4) a proposal to approve an amendment to the Citigroup 2009 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; and

(7) a stockholder proposal requesting that the Board institute a policy to make it more practical to deny indemnification for Directors 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            1,917,962,243     7,813,133   16,732,450      415,096,491
Franz B. Humer               1,916,068,749    20,630,365    5,808,709      415,096,494
Robert L. Joss               1,701,955,826   234,816,253    5,735,745      415,096,493
Michael E. O'Neill           1,898,202,591    38,984,465    5,320,771      415,096,490
Judith Rodin                 1,786,514,110   150,458,825    5,534,891      415,096,490
Robert L. Ryan               1,927,888,213     8,920,920    5,698,694      415,096,490
Anthony M. Santomero         1,928,814,063     8,109,233    5,584,529      415,096,491
Joan E. Spero                1,897,757,948    39,100,011    5,649,868      415,096,490
Diana L. Taylor              1,889,022,742    46,678,250    6,806,832      415,096,493
William S. Thompson, Jr.     1,891,832,610    45,027,212    5,647,998      415,096,496
Ernesto Zedillo Ponce de     1,872,442,350    63,270,849    6,794,626      415,096,492
Leon

(2) Ratification of
Independent Registered       2,303,147,863    42,133,637   12,322,817                0
Public Accounting Firm

(3) Advisory approval of
Citi's 2012 Executive        1,762,498,221   160,534,686   19,463,213      415,108,197
Compensation

(4) Proposal to approve an
amendment to the Citigroup   1,780,280,090   154,514,082    7,701,919      415,108,226
2009 Plan

(5) Stockholder proposal
requesting that executives
retain a significant           448,372,217 1,481,961,340   12,162,707      415,108,053
portion of their stock
until reaching normal
retirement age

(6) Stockholder proposal
requesting a report on         485,343,116 1,113,593,806  343,559,175      415,108,220
lobbying and grassroots
lobbying contributions

(7) Stockholder proposal
requesting that the Board
institute a policy to make      63,347,442 1,868,314,906   10,833,727      415,108,242
it more practical to deny
indemnification for
Directors



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number
10.1* Citigroup 2009 Stock Incentive Plan (as amended and restated effective April 24, 2013)


*Filed herewith

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