Current Report Filing (8-k)
May 04 2015 - 4:39PM
Edgar (US Regulatory)
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)
April 28, 2015
Citigroup Inc.
(Exact name of registrant as specified in
its charter)
Delaware |
1-9924 |
52-1568099 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
|
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399 Park Avenue, New York,
New York
(Address of principal executive offices) |
|
10022
(Zip Code) |
(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) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 28, 2015, the Board of Directors of Citigroup Inc.
(Citigroup) appointed Peter B. Henry to the Audit Committees of each of Citigroup and Citibank, N.A., effective July 1, 2015. In
addition, Mr. Henry will join the Board of Directors of Citibank, N.A. on July 1, 2015.
On April 28, 2015, Citigroup’s Board of Directors approved
the appointment of James Forese, 52, as President of Citigroup, effective June 1, 2015, in addition to his role as Chief Executive
Officer (CEO) of Institutional Clients Group (ICG). Mr. Forese currently serves as Co-President of Citigroup and
CEO of ICG, having been appointed to such positions on January 7, 2013. Previously, he was CEO of Citigroup’s legacy
Securities and Banking business in ICG from January 2011 to January 2013, co-head of Global Markets from August
2008 to January 2011, and has served in numerous other roles at Citigroup since joining Salomon Brothers in 1985. Mr. Forese is
not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K,
other than employee fund distributions disclosed in “Certain Transactions and Relationships, Compensation Committee Interlocks,
and Insider Participation” in Citigroup’s 2015 annual meeting of stockholders proxy statement filed with the U.S.
Securities and Exchange Commission (SEC) on March 18, 2015 (Proxy Statement), which disclosure is incorporated by reference herein.
On April 28, 2015, the stockholders of Citigroup, upon recommendation
of Citigroup’s Board of Directors, approved an amendment to the Citigroup 2014 Stock Incentive Plan (the 2014 Plan), which
was first approved by stockholders on April 22, 2014. The amendment to the 2014 Plan increases the authorized number of shares
available for grant under the 2014 Plan by 20 million.
The amendment to the 2014 Plan is described in proposal 4 in
the Proxy Statement. The Proxy Statement also includes a summary description of the 2014 Plan, as proposed to be amended. 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 amended and restated effective April 28, 2015), incorporated by reference herein to Exhibit 4.1 to Citigroup’s
Registration Statement on Form S-8 filed with the SEC on May 1, 2015 (File No. 333-203791).
Item 5.07 Submission of Matters to a Vote of Security Holders.
Citigroup's 2015 Annual Meeting of Stockholders was held on
April 28, 2015. 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 2015 was ratified;
(3) a proposal for advisory approval of
Citi’s 2014 executive compensation was approved;
(4) a proposal to approve an amendment to
the Citigroup 2014 Stock Incentive Plan authorizing additional shares was approved;
(5) a stockholder proposal requesting proxy
access for shareholders was approved;
(6) a stockholder proposal requesting a
report on lobbying and grassroots lobbying contributions was not approved;
(7) a stockholder proposal requesting an
amendment to the General Clawback Policy was not approved;
(8) a stockholder proposal requesting a
by-law amendment to exclude from the Board of Directors’ Audit Committee any director who was a director at a public company
while that company filed for reorganization under Chapter 11 was not approved; and
(9) a stockholder proposal requesting a
report regarding the vesting of equity-based awards for senior executives due to a voluntary resignation to enter government service
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 | |
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Nominees
Michael L. Corbat | |
| 2,110,160,388 | | |
| 9,545,839 | | |
| 2,034,207 | | |
| 303,563,906 | |
Duncan P. Hennes | |
| 2,110,103,639 | | |
| 9,422,933 | | |
| 2,213,911 | | |
| 303,563,857 | |
Peter B. Henry | |
| 2,106,703,260 | | |
| 12,819,646 | | |
| 2,217,579 | | |
| 303,563,855 | |
Franz B. Humer | |
| 2,085,667,024 | | |
| 33,281,524 | | |
| 2,791,934 | | |
| 303,563,858 | |
Michael E. O’Neill | |
| 2,072,584,938 | | |
| 47,091,785 | | |
| 2,063,710 | | |
| 303,563,907 | |
Gary M. Reiner | |
| 2,110,004,565 | | |
| 9,585,340 | | |
| 2,150,577 | | |
| 303,563,858 | |
Judith Rodin | |
| 2,064,506,240 | | |
| 55,047,291 | | |
| 2,186,940 | | |
| 303,563,869 | |
Anthony M. Santomero | |
| 2,106,716,949 | | |
| 12,924,145 | | |
| 2,099,389 | | |
| 303,563,857 | |
Joan E. Spero | |
| 2,102,189,043 | | |
| 17,452,232 | | |
| 2,099,210 | | |
| 303,563,855 | |
Diana L. Taylor | |
| 2,062,223,009 | | |
| 57,368,508 | | |
| 2,148,972 | | |
| 303,563,851 | |
William S. Thompson, Jr. | |
| 2,077,960,990 | | |
| 41,615,198 | | |
| 2,164,296 | | |
| 303,563,856 | |
James S. Turley | |
| 2,104,285,573 | | |
| 15,297,432 | | |
| 2,157,484 | | |
| 303,563,851 | |
Ernesto Zedillo Ponce de Leon | |
| 2,106,620,032 | | |
| 13,069,994 | | |
| 2,050,461 | | |
| 303,563,853 | |
(2) Ratification of Independent Registered Public Accounting Firm for 2015 | |
| 2,392,519,264 | | |
| 29,774,626 | | |
| 3,010,450 | |
(3) Advisory approval of Citi’s 2014 Executive Compensation | |
| 1,792,521,891 | | |
| 317,849,489 | | |
| 11,364,822 | | |
| 303,568,138 | |
(4) Proposal to approve an amendment to the Citigroup 2014 Stock Incentive Plan | |
| 2,057,423,410 | | |
| 62,021,130 | | |
| 2,291,667 | | |
| 303,568,133 | |
(5) Stockholder proposal requesting proxy access for shareholders | |
| 1,841,236,940 | | |
| 278,485,508 | | |
| 2,017,952 | | |
| 303,563,940 | |
(6) Stockholder proposal requesting a report on lobbying and grassroots lobbying contributions | |
| 612,095,470 | | |
| 1,178,756,226 | | |
| 330,888,669 | | |
| 303,563,975 | |
(7) Stockholder proposal requesting an amendment to the General Clawback Policy | |
| 104,349,177 | | |
| 1,998,899,558 | | |
| 18,483,408 | | |
| 303,572,197 | |
(8) Stockholder proposal requesting a by-law amendment to exclude
from the Board of Directors’ Audit Committee any director who was a director at a public company while that company filed
for reorganization under Chapter 11 | |
| 22,428,792 | | |
| 2,085,453,794 | | |
| 13,849,566 | | |
| 303,572,188 | |
(9) Stockholder proposal requesting a report regarding the vesting of equity-based awards for senior executives due to a voluntary resignation to enter government service | |
| 559,604,340 | | |
| 1,555,551,681 | | |
| 6,573,246 | | |
| 303,572,188 | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
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10.1 |
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Citigroup 2014 Stock Incentive Plan (as amended and restated effective April 28, 2015), incorporated by reference to Exhibit 4.1 to Citigroup’s Registration Statement on Form S-8 filed on May 1, 2015 (File No. 333-203791). |
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. |
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Dated: May 4, 2015 |
By: |
/s/ Rohan Weerasinghe |
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Rohan Weerasinghe |
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General Counsel and Corporate Secretary |
EXHIBIT INDEX
Exhibit
Number |
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10.1 |
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Citigroup 2014 Stock Incentive Plan (as amended and restated effective April 28, 2015), incorporated by reference to Exhibit 4.1 to Citigroup’s Registration Statement on Form S-8 filed on May 1, 2015 (File No. 333-203791). |
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