8-KLeadership ChangesShareholder MattersExhibits & Filings

CITIGROUP INC 8-K Report, Executive Changes (May 21, 2026)

Filed May 21, 2026For Securities:CC-PNC-PR

Summary

Citigroup Inc. (C) filed an 8-K report on May 21, 2026, detailing key outcomes from its 2026 Annual Meeting of Stockholders held on May 20, 2026. The most significant development for investors is the stockholder approval of an amendment to the Citigroup 2019 Stock Incentive Plan (the 2019 Plan). This amendment authorizes an additional 20 million shares for issuance under the plan, indicating a continued strategy to utilize equity-based compensation to incentivize and retain key personnel. Beyond compensation plans, the meeting also saw the election of 13 directors to the Board, the ratification of KPMG LLP as the independent registered public accounting firm for 2026, and an advisory vote on the company's 2025 executive compensation, which was approved. The approval of the additional shares for the stock incentive plan suggests management's focus on aligning employee incentives with long-term shareholder value.

Key Highlights

  • 1Stockholders approved an amendment to the 2019 Stock Incentive Plan, authorizing an additional 20 million shares for grants.
  • 213 directors were elected to serve on Citigroup's Board.
  • 3KPMG LLP was ratified as Citigroup's independent registered public accounting firm for 2026.
  • 4An advisory vote to approve Citigroup's 2025 Executive Compensation received approval.
  • 5The 2019 Stock Incentive Plan amendment is designed to provide additional equity awards to employees.
  • 6The filing confirms the results of the 2026 Annual Meeting of Stockholders, which took place on May 20, 2026.

Frequently Asked Questions

The primary purpose of the amendment is to increase the number of shares available for awards under the plan by 20 million shares. This allows Citigroup to continue offering equity-based compensation to its officers and employees, which is a common tool for incentivizing performance and retaining talent.

The advisory vote to approve Citigroup's 2025 Executive Compensation was approved by stockholders. This indicates general support for the company's compensation practices for its top executives.

KPMG LLP was ratified by the stockholders to serve as Citigroup's independent registered public accounting firm for the fiscal year 2026.

A total of 13 individuals were elected to serve as directors of Citigroup Inc. at the 2026 Annual Meeting of Stockholders.