Summary
Citigroup Inc. filed an amendment to its Form 8-K to correct the description of Proposal 6 from its 2020 Annual Meeting of Stockholders. The meeting, held on April 21, 2020, saw the election of 16 directors, ratification of KPMG LLP as the independent auditor, and approval of executive compensation and the 2019 Stock Incentive Plan amendment to authorize additional shares. However, three significant stockholder proposals did not pass: a proposal to amend proxy access by-laws, a proposal for the Board to review governance documents for implementation of the "Purpose of a Corporation," and a proposal requesting a report on lobbying policies and activities. The strong majority of votes in favor of director elections and auditor ratification indicates continued shareholder confidence in these areas.
Key Highlights
- 116 directors were elected to the Citigroup Board.
- 2KPMG LLP was ratified as the independent registered public accounting firm for 2020 with overwhelming support.
- 3Shareholders approved an advisory vote on 2019 executive compensation.
- 4An amendment to the Citigroup 2019 Stock Incentive Plan to authorize additional shares was approved.
- 5A stockholder proposal regarding amendments to proxy access by-law provisions pertaining to the aggregation limit was not approved.
- 6A stockholder proposal requesting a review of governance documents for implementing the 'Purpose of a Corporation' was not approved.
- 7A stockholder proposal requesting disclosure on lobbying policies and activities was not approved.