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C > SEC Filings for C > Form 8-K on 25-Apr-2014All Recent SEC Filings

Show all filings for CITIGROUP INC

Form 8-K for CITIGROUP INC


25-Apr-2014

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 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

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