Citigroup Inc 8-K/A, filed Apr 27, 2020
Citigroup Inc (C)
About this 8-K/A
Citigroup Inc filed this 8-K/A on April 27, 2020, reporting on events of April 21, 2020.
Items reported
- Item 5.07: Shareholder vote results
- 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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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:
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.
** We are filing an amendment to the 8-K to restate Item 5.07 to change the description of Proposal 6 on page 3 to accurately reflect the proposal description from Citi’s 2020 Proxy Statement. **
Citigroup's 2020 Annual Meeting of Stockholders was held on April 21, 2020. At the meeting:
(1) 16 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 2020 was ratified;
(3) an advisory vote on Citigroup’s 2019 executive compensation was approved;
(4) a proposal to amend to the Citigroup 2019 Stock Incentive Plan to authorize additional shares was approved;
(5) a stockholder proposal requesting an amendment to Citi’s proxy access by-law provisions pertaining to the aggregation limit was not approved;
(6) a stockholder proposal requesting that the Board review Citi’s governance documents and make recommendations to shareholders on how the “Purpose of a Corporation” signed by Citi’s CEO can be fully implemented was not approved; and
(7) a stockholder proposal requesting a report disclosing information regarding Citi's lobbying policies and activities 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.
| | FOR | AGAINST | ABSTAINED | BROKER NON-VOTES |
(1) Election of Directors Nominees | | | | | |
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Michael L. Corbat | | 1,563,638,895 | 4,432,725 | 3,424,595 | 202,456,857 |
Ellen M. Costello | | 1,563,438,559 | 4,645,970 | 3,411,684 | 202,456,859 |
Grace E. Dailey | | 1,563,547,719 | 4,464,746 | 3,483,747 | 202,456,860 |
Barbara J. Desoer | | 1,553,141,218 | 14,905,378 | 3,449,619 | 202,456,857 |
John C. Dugan | | 1,541,906,184 | 26,042,239 | 3,547,794 | 202,456,855 |
Duncan P. Hennes | | 1,534,288,541 | 33,687,402 | 3,520,276 | 202,456,853 |
Peter B. Henry | | 1,561,946,191 | 4,987,202 | 4,562,820 | 202,456,859 |
S. Leslie Ireland | | 1,563,325,735 | 4,663,595 | 3,506,886 | 202,456,856 |
Lew W. (Jay) Jacobs | | 1,541,909,064 | 26,070,015 | 3,517,136 | 202,456,857 |
Renée J. James | | 1,531,388,844 | 36,651,635 | 3,455,734 | 202,456,859 |
Gary M. Reiner | | 1,541,985,579 | 26,011,547 | 3,499,092 | 202,456,854 |
Diana L. Taylor | | 1,530,728,190 | 37,370,160 | 3,397,866 | 202,456,856 |
James S. Turley | | 1,535,681,167 | 32,330,570 | 3,484,477 | 202,456,858 |
Deborah C. Wright | | 1,563,349,993 | 4,770,120 | 3,376,103 | 202,456,856 |
Alexander R. Wynaendts | | 1,494,330,695 | 73,642,629 | 3,522,903 | 202,456,845 |
Ernesto Zedillo Ponce de Leon | | 1,561,957,621 | 6,044,322 | 3,494,261 | 202,456,868 |
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(2) Ratification of Independent Registered Public Accounting Firm for 2020 | | 1,673,464,208 | 98,350,751 | 2,138,113 | N/A |
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(3) Advisory approval of Citi’s 2019 Executive Compensation | | 1,438,825,917 | 128,732,483 | 3,937,815 | 202,456,857 |
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(4) Proposal to amend the Citigroup 2019 Stock Incentive Plans to authorize additional shares | | 1,511,411,995 | 57,536,478 | 2,547,743 | 202,456,856 |
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(5) Stockholder proposal requesting an amendment to Citi’s proxy access by-law provisions pertaining to the aggregation limit | | 581,494,780 | 985,425,478 | 4,575,948 | 202,456,866 |
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(6) Stockholder proposal requesting that the Board review Citi’s governance documents and make recommendations to shareholders on how the “Purpose of a Corporation” signed by Citi’s CEO can be fully implemented | | 108,587,871 | 1,442,520,601 | 20,387,704 | 202,456,896 |
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(7) Stockholder proposal requesting a report disclosing information regarding Citi's lobbying policies and activities | | 236,052,150 | 1,325,970,535 | 9,473,521 | 202,456,866 |
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. |
Dated: April 27, 2020 | | |
| By: | /s/ Rohan Weerasinghe |
| | Rohan Weerasinghe |
| | General Counsel and Corporate Secretary |
Exhibit 99.01
Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class | Ticker Symbol(s) | Title for iXBRL | Name of each exchange on |
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Common Stock, par value $.01 per share | |||
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Depositary Shares, each representing 1/1,000th interest in a share of 7.125% Fixed/Floating Rate Noncumulative Preferred Stock, Series J | |||
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Depositary Shares, each representing 1/1,000th interest in a share of 6.875% Fixed/Floating Rate Noncumulative Preferred Stock, Series K | |||
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Depositary Shares, each representing 1/1,000th interest in a share of 6.300% Noncumulative Preferred Stock, Series S | |||
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7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty with respect thereto) | |||
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7.875% Fixed Rate / Floating Rate Trust Preferred Securities (TruPS®) of Citigroup Capital XIII (and registrant’s guaranty with respect thereto) | |||
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6.829% Fixed Rate / Floating Rate Enhanced Trust Preferred Securities (Enhanced TruPS®) of Citigroup Capital XVIII (and registrant’s guaranty with respect thereto) | |||
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C-Tracks Exchange-Traded Notes Based on the Performance of the Miller/Howard MLP Fundamental Index Due September 28, 2023 | |||
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C-Tracks Exchange-Traded Notes Miller/Howard Strategic Dividend Reinvestor Due September 16, 2024 | |||
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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) | |||
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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) | |||
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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) | |||
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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) | |||
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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) | |||
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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) | |||
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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) | |||
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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)
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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)
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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) | |||
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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) | |||
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Medium-Term Senior Notes, Series N,Callable Step-Up Coupon Notes Due March 31, 2036 of CGMHI (and registrant’s guaranty with respect thereto) | |||
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Medium-Term Senior Notes, Series G, Callable Fixed Rate Notes Due January 13, 2027 |