UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 21, 2020
Citigroup Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 1-9924 | 52-1568099 |
(State or other jurisdiction | (Commission | (IRS Employer |
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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))
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 5.07 Submission of Matters to a Vote of Security Holders.
** We are filing an amendment to the 8-K to restate Item 5.07 to change the description of Proposal 6 on page 3 to accurately reflect the proposal description from Citi’s 2020 Proxy Statement. **
Citigroup's 2020 Annual Meeting of Stockholders was held on April 21, 2020. At the meeting:
(1) 16 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 2020 was ratified;
(3) an advisory vote on Citigroup’s 2019 executive compensation was approved;
(4) a proposal to amend to the Citigroup 2019 Stock Incentive Plan to authorize additional shares was approved;
(5) a stockholder proposal requesting an amendment to Citi’s proxy access by-law provisions pertaining to the aggregation limit was not approved;
(6) a stockholder proposal requesting that the Board review Citi’s governance documents and make recommendations to shareholders on how the “Purpose of a Corporation” signed by Citi’s CEO can be fully implemented was not approved; and
(7) a stockholder proposal requesting a report disclosing information regarding Citi's lobbying policies and activities 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.
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| | FOR | AGAINST | ABSTAINED | BROKER NON-VOTES |
(1) Election of Directors Nominees | | | | | |
| | | | | |
Michael L. Corbat | | 1,563,638,895 | 4,432,725 | 3,424,595 | 202,456,857 |
Ellen M. Costello | | 1,563,438,559 | 4,645,970 | 3,411,684 | 202,456,859 |
Grace E. Dailey | | 1,563,547,719 | 4,464,746 | 3,483,747 | 202,456,860 |
Barbara J. Desoer | | 1,553,141,218 | 14,905,378 | 3,449,619 | 202,456,857 |
John C. Dugan | | 1,541,906,184 | 26,042,239 | 3,547,794 | 202,456,855 |
Duncan P. Hennes | | 1,534,288,541 | 33,687,402 | 3,520,276 | 202,456,853 |
Peter B. Henry | | 1,561,946,191 | 4,987,202 | 4,562,820 | 202,456,859 |
S. Leslie Ireland | | 1,563,325,735 | 4,663,595 | 3,506,886 | 202,456,856 |
Lew W. (Jay) Jacobs | | 1,541,909,064 | 26,070,015 | 3,517,136 | 202,456,857 |
Renée J. James | | 1,531,388,844 | 36,651,635 | 3,455,734 | 202,456,859 |
Gary M. Reiner | | 1,541,985,579 | 26,011,547 | 3,499,092 | 202,456,854 |
Diana L. Taylor | | 1,530,728,190 | 37,370,160 | 3,397,866 | 202,456,856 |
James S. Turley | | 1,535,681,167 | 32,330,570 | 3,484,477 | 202,456,858 |
Deborah C. Wright | | 1,563,349,993 | 4,770,120 | 3,376,103 | 202,456,856 |
Alexander R. Wynaendts | | 1,494,330,695 | 73,642,629 | 3,522,903 | 202,456,845 |
Ernesto Zedillo Ponce de Leon | | 1,561,957,621 | 6,044,322 | 3,494,261 | 202,456,868 |
| | | | | |
(2) Ratification of Independent Registered Public Accounting Firm for 2020 | | 1,673,464,208 | 98,350,751 | 2,138,113 | N/A |
| | | | | |
(3) Advisory approval of Citi’s 2019 Executive Compensation | | 1,438,825,917 | 128,732,483 | 3,937,815 | 202,456,857 |
| | | | | |
(4) Proposal to amend the Citigroup 2019 Stock Incentive Plans to authorize additional shares | | 1,511,411,995 | 57,536,478 | 2,547,743 | 202,456,856 |
| | | | | |
(5) Stockholder proposal requesting an amendment to Citi’s proxy access by-law provisions pertaining to the aggregation limit | | 581,494,780 | 985,425,478 | 4,575,948 | 202,456,866 |
| | | | | |
(6) Stockholder proposal requesting that the Board review Citi’s governance documents and make recommendations to shareholders on how the “Purpose of a Corporation” signed by Citi’s CEO can be fully implemented | | 108,587,871 | 1,442,520,601 | 20,387,704 | 202,456,896 |
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(7) Stockholder proposal requesting a report disclosing information regarding Citi's lobbying policies and activities | | 236,052,150 | 1,325,970,535 | 9,473,521 | 202,456,866 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit | | |
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99.01 | | |
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.
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| | CITIGROUP INC. |
Dated: April 27, 2020 | | |
| By: | /s/ Rohan Weerasinghe |
| | Rohan Weerasinghe |
| | General Counsel and Corporate Secretary |