Current Report Filing (8-k)
April 28 2017 - 4:47PM
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 25, 2017
Citigroup Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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1-9924
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52-1568099
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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388 Greenwich Street, New York,
New York
(Address of principal executive offices)
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10013
(Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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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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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
Citigroup's 2017 Annual Meeting of Stockholders was held on
April 25, 2017. At the meeting:
(1) 15 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 2017 was ratified;
(3) an advisory vote on Citigroup’s
2016 executive compensation was approved;
(4) an advisory vote on the frequency of
future advisory votes on executive compensation was held and the option to hold annual advisory votes was approved. Based on resolutions
adopted by Citigroup’s Board and in accordance with the results of the vote, the Company will conduct an annual advisory
vote on executive compensation until the next required vote on the frequency of such votes;
(5) a stockholder proposal requesting a
report on the Company’s policies and goals to reduce the gender pay gap was not approved;
(6) a stockholder proposal requesting that
the Board appoint a Stockholder Value Committee to address whether the divestiture of all non-core banking business segments would
enhance shareholder value was not approved;
(7) a stockholder proposal requesting a
report on lobbying and grassroots lobbying contributions was not approved;
(8) a stockholder proposal requesting an
amendment to the General Clawback Policy to provide that a substantial portion of annual total compensation of Executive Officers
shall be deferred and forfeited, in part or whole, at the discretion of the Board, to help satisfy any monetary penalty associated
with a violation of law was not approved; and
(9) a stockholder proposal requesting that
the Board adopt a policy prohibiting 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.
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FOR
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AGAINST
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ABSTAINED
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BROKER
NON-VOTES
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(1) Election of Directors
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Nominees
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Michael L. Corbat
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2,030,711,899
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17,522,990
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1,957,877
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257,584,148
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Ellen M. Costello
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2,033,818,850
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14,417,545
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1,956,126
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257,584,393
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Duncan P. Hennes
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2,024,925,243
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23,032,205
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2,235,068
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257,584,398
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Peter B. Henry
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2,033,137,723
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14,823,467
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2,231,323
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257,584,401
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Franz B. Humer
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2,026,630,424
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21,431,804
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2,130,279
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257,584,407
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Renée J. James
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2,017,198,148
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30,889,851
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2,104,513
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257,584,402
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Eugene M. McQuade
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2,031,210,277
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16,950,433
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2,031,807
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257,584,397
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Michael E. O'Neill
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2,019,290,085
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28,765,163
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2,137,264
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257,584,402
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Gary M. Reiner
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2,024,346,483
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23,502,549
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2,343,471
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257,584,411
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Anthony M. Santomero
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2,030,495,244
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17,509,158
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2,188,114
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257,584,398
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Diana L. Taylor
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2,022,604,994
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25,571,777
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2,015,742
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257,584,401
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William S. Thompson, Jr.
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2,016,403,080
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31,698,945
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2,090,491
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257,584,398
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James S. Turley
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2,014,106,006
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33,902,989
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2,183,520
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257,584,399
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Deborah C. Wright
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2,032,315,185
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15,778,647
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2,098,686
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257,584,396
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Ernesto Zedillo Ponce de Leon
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2,016,218,860
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31,873,234
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2,100,422
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257,584,398
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(2) Ratification of Independent Registered Public Accounting Firm for 2017
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2,244,507,066
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60,669,694
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2,600,154
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(3) Advisory approval of Citi’s 2016 Executive Compensation
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1,966,683,384
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68,568,814
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14,924,758
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257,599,958
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1 Year
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2 Years
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3 Years
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(4) Advisory approval of the Frequency of Future Advisory Votes on Executive Compensation
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1,828,852,996
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4,171,150
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214,535,766
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2,667,646
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257,549,356
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(5) Stockholder proposal requesting report on Company's policies and goals to reduce the gender pay gap
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293,583,837
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1,651,274,858
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105,333,666
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257,584,553
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(6) Stockholder proposal requesting the Board appoint a Stockholder Value Committee to address whether the divestiture of all non-core banking business segments would enhance shareholder value
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52,448,247
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1,977,708,753
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20,035,362
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257,584,552
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(7) Stockholder proposal requesting a report on lobbying and grassroots lobbying contributions
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621,674,911
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1,388,487,273
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39,998,118
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257,616,612
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(8) Stockholder proposal requesting an amendment to the General Clawback policy to provide that a substantial portion of annual total compensation of Executive Officers shall be deferred and forfeited, in part or whole, at the discretion of the Board, to help satisfy any monetary penalty associated with a violation of law
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60,579,354
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1,975,569,538
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14,043,469
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257,584,553
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(9) Stockholder proposal requesting that the Board adopt a policy prohibiting the vesting of equity-based awards for senior executives due to a voluntary resignation to enter government service
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724,812,051
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1,319,566,127
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5,818,124
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257,580,612
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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: April 28, 2017
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By:
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/s/ Rohan Weerasinghe
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Rohan Weerasinghe
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General Counsel and Corporate Secretary
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