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
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission | (IRS Employer |
(Address of principal executive offices) |
|
(
(Registrant's telephone number,
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:
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 formatted in Inline XBRL: See Exhibit 99.1
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 13, 2025, Nicole Giles was appointed Chief Accounting Officer of Citigroup Inc. (Citi), effective as of February 21, 2025, and Controller of Citi, effective immediately.
Ms. Giles, 53, has held various positions at J.P.Morgan Chase & Co., since 1996, including Controller & Chief Accounting Officer from 2017 through 2020, and more recently Chief Financial Officer, Commercial & Investment Banking since March 2024, and Chief Financial Officer, Corporate & Investment Banking, from 2021 through March 2024.
Ms. Giles will be paid a base salary at the rate of $500,000 per year and will receive replacement deferred equity and cash awards in connection with her joining Citi in the aggregate amount of approximately $13.7 million, which awards will vest over the period through January 2029. For 2025 and future years, Ms. Giles will be eligible for discretionary incentive compensation and benefits in accordance with Citi’s plans and policies as described in Citi’s Proxy Statement for its Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on March 19, 2024.
Ms. Giles will replace Robert Walsh, who will step down as Citi’s interim Chief Accounting Officer, effective as of February 21, 2025.
Item 8.01. Other Events.
Ms. Giles replaced Patrick Scally, who served as Citi’s interim Controller.
2
3
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: February 18, 2025 | ||
By: | /s/ Brent J. McIntosh | |
Brent J. McIntosh | ||
Chief Legal Officer and Corporate Secretary |
4
Exhibit 99.1 | |||
Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: | |||
Title of each class | Ticker | Title for iXBRL | Name of each |
Common Stock, par value $.01 per share | |||
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) | |||
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 N, Callable Step- Up Coupon Notes Due February 26, 2036 of CGMHI (and registrant’s guaranty with respect thereto) | |||
Medium-Term Senior Notes, Series N, Callable Fixed Rate Notes Due December 18, 2035 of CGMHI (and registrant’s guaranty with respect thereto) | |||
Medium-Term Senior Notes, Series N, Floating Rate Notes Due April 26, 2028 of CGMHI (and registrant’s guaranty with respect thereto) | |||
Medium-Term Senior Notes, Series N, Floating Rate Notes Due September 17, 2026 of CGMHI (and registrant’s guaranty with respect thereto) | |||
Medium-Term Senior Notes, Series N, Floating Rate Notes Due September 15, 2028 of CGMHI (and registrant’s guaranty with respect thereto) | |||
Medium-Term Senior Notes, Series N, Floating Rate Notes Due October 6, 2028 of CGMHI (and registrant’s guaranty with respect thereto) | |||
Medium-Term Senior Notes, Series N, Floating Rate Notes Due March 21, 2029 of CGMHI (and registrant’s guaranty with respect thereto) | |||