8-KLeadership ChangesShareholder MattersExhibits & Filings

CITIGROUP INC 8-K Report, Executive Changes (Apr 26, 2013)

Filed April 26, 2013For Securities:CC-PNC-PR

Summary

Citigroup Inc. (C) filed an 8-K on April 26, 2013, reporting on its 2013 Annual Stockholders' Meeting held on April 24, 2013. The primary focus for investors is the approval of an amendment to the Citigroup 2009 Stock Incentive Plan. This amendment allows for performance-based awards to accrue dividend equivalents, payable only if and when the performance conditions are met and the underlying shares vest. Additionally, the filing details the voting outcomes on various proposals presented to shareholders. Key results include the election of eleven directors, the ratification of KPMG LLP as the independent registered public accounting firm, and advisory approval of the company's 2012 executive compensation. Several stockholder proposals, concerning executive stock retention, lobbying reports, and director indemnification, were not approved.

Key Highlights

  • 1Citigroup's 2013 Annual Stockholders' Meeting was held on April 24, 2013.
  • 2Shareholders approved an amendment to the Citigroup 2009 Stock Incentive Plan.
  • 3The amendment allows performance-based awards to accrue dividend equivalents, contingent on meeting performance conditions.
  • 4Eleven directors were elected to the Board.
  • 5KPMG LLP was ratified as Citigroup's independent registered public accounting firm for 2013.
  • 6Shareholders provided advisory approval for Citigroup's 2012 executive compensation.
  • 7Several stockholder proposals, including those on executive stock retention and lobbying, did not pass.

Frequently Asked Questions

The amendment allows performance-based awards to accrue dividend equivalents. These dividend equivalents will only be paid out if and to the extent that the specified performance conditions are satisfied and the underlying shares vest.

Shareholders provided advisory approval for Citigroup's 2012 executive compensation. This means the vote was a non-binding indication of shareholder sentiment regarding executive pay.

No, all stockholder proposals presented at the meeting were not approved. These included proposals related to executive stock retention, lobbying contributions, and director indemnification policies.

Eleven individuals were elected as directors of Citigroup Inc. The filing lists their names and the vote counts for their election.