Citigroup Inc 8-K, filed Jun 19, 2020
Citigroup Inc (C)
About this 8-K
Citigroup Inc filed this 8-K on June 19, 2020, reporting on events of June 18, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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).
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 18, 2020, the Personnel and Compensation Committee (the Committee) of the Board of Directors of Citigroup Inc. (Citigroup or the Company) approved, effective for 2020, a new annual base salary of £1,000,000, up from £850,000, and a new annual fixed role-based allowance of £5,500,000, up from £4,478,000, for Paco Ybarra, the Chief Executive Officer of the Institutional Clients Group of the Company (the CEO of ICG).
Mr. Ybarra’s role-based allowance is based on certain guidelines related to the significance of his role and responsibilities within the Company and is designed to comply with U.K. and E.U. regulatory guidance. In accordance with that guidance, Mr. Ybarra’s annual incentive award must not exceed two times his fixed compensation (i.e., his base salary and role-based allowance) and Mr. Ybarra’s entire incentive award is deferred (with no immediate bonus component). Consistent with Citigroup’s executive compensation program as described in Citigroup’s Annual Proxy Statement filed with the U.S. Securities and Exchange Commission on March 11, 2020, the Committee will determine Mr. Ybarra’s 2020 annual incentive award (and, therefore, total compensation for 2020) after year-end, based on financial and non-financial factors.
The changes in base salary and role-based allowance were made after consultation with the Committee’s independent compensation consultant and are intended in part to allow for total annual compensation in line with the market median for his current role as CEO of the ICG, considering compensation at U.S.-based global banks, while complying with applicable regulatory guidance. The changes are not reflective of, or dependent upon, 2020 Company or individual performance, and relate solely to Mr. Ybarra’s role and responsibilities with the Company. The changes in base salary and role-based allowance do not imply an intent to compensate Mr. Ybarra at the maximum level permitted under the U.K. and E.U. regulatory limits. Mr. Ybarra’s annual incentive will reflect performance.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit | | |
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99.01 | | |
104 | | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
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.
| CITIGROUP INC. | |
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Dated: June 19, 2020 | | |
| By: | /s/ Rohan Weerasinghe |
| | Rohan Weerasinghe |
| | General Counsel and Corporate Secretary |
| | | Exhibit 99.01 |
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Citi Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: | |||
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Title of each class | Ticker Symbol(s) | Title for iXBRL | Name of each exchange on which registered |
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Common Stock, par value $.01 per share | |||
Depositary Shares, each representing 1/1,000th interest in a share of 7.125% Fixed/Floating Rate Noncumulative Preferred Stock, Series J | |||
Depositary Shares, each representing 1/1,000th interest in a share of 6.875% Fixed/Floating Rate Noncumulative Preferred Stock, Series K | |||
Depositary Shares, each representing 1/1,000th interest in a share of 6.300% Noncumulative Preferred Stock, Series S | |||
7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty with respect thereto) | |||
7.875% Fixed Rate / Floating Rate Trust Preferred Securities (TruPS®) of Citigroup Capital XIII (and registrant’s guaranty with respect thereto) | |||
6.829% Fixed Rate / Floating Rate Enhanced Trust Preferred Securities (Enhanced TruPS®) of Citigroup Capital XVIII (and registrant’s guaranty with respect thereto) | |||
C-Tracks Exchange-Traded Notes Based on the Performance of the Miller/Howard MLP Fundamental Index Due September 28, 2023 | |||
C-Tracks Exchange-Traded Notes Miller/Howard Strategic Dividend Reinvestor Due September 16, 2024 | |||
C-Tracks Exchange-Traded Notes on the Miller/Howard MLP Fundamental Index, Series B, Due July 13, 2026 of Citigroup Global Markets Holdings Inc. (“CGMHI”) (and registrant’s guaranty with respect thereto) | |||
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. JPY Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | |||
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. GBP Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | |||
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. EUR Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | |||
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. CHF Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | |||
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. AUD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | |||
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long JPY vs. USD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | |||
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long EUR vs. USD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | |||
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long GBP vs. USD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | |||
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long CHF vs. USD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) |
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long AUD vs. USD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | |||
Medium-Term Senior Notes, Series N, Callable Step-Up Coupon Notes Due March 31, 2036 of CGMHI (and registrant’s guaranty with respect thereto) | |||
Medium-Term Senior Notes, Series G, Callable Fixed Rate Notes Due January 13, 2027 |