Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
The 2019 Plan is described in greater detail in proposal 4 in Citigroup's Proxy
Statement for the 2020 Annual Meeting of Stockholders (Proxy Statement). The
Proxy Statement, which includes an appendix with a full copy of the 2019 Plan,
was filed with the
Item 5.07 Submission of Matters to a Vote of Security Holders.
Citigroup's 2020 Annual Meeting of Stockholders was held on
(1) 16 persons were elected to serve as directors of Citigroup;
(2) the selection of
(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 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 1,561,957,621 6,044,322 3,494,261 202,456,868 de Leon (2) Ratification of Independent Registered 1,673,464,208 98,350,751 2,138,113 N/A Public Accounting Firm for 2020 (3) Advisory approval of Citi's 2019 1,438,825,917 128,732,483 3,937,815 202,456,857 Executive Compensation (4) Proposal to amend the Citigroup 2019 Stock Incentive Plans 1,511,411,995 57,536,478 2,547,743 202,456,856 to authorize additional shares (5) Stockholder proposal requesting an amendment to Citi's proxy access by-law 581,494,780 985,425,478 4,575,948 202,456,866 provisions pertaining to the aggregation limit (6) Stockholder proposal requesting that the Board adopt a policy prohibiting the vesting of equity-based 108,587,871 1,442,520,601 20,387,704 202,456,896 awards for senior executives due to a voluntary resignation to enter government service (7) Stockholder proposal requesting a report disclosing 236,052,150 1,325,970,535 9,473,521 202,456,866 information regarding Citi's lobbying policies and activities
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number 10.1 Citigroup 2019 Stock Incentive Plan (as amended and restated as ofApril 21, 2020 ) 99.01Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 as of the filing date. 104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
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