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 2022 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 2022 Annual Meeting of Stockholders was held on
(1) 12 persons were elected to serve as directors of Citigroup;
(2) the selection of
(3) an advisory vote to approve our 2021 Executive Compensation was approved;
(4) a proposal to approve additional shares for the Citigroup 2019 Stock Incentive Plan was approved;
(5) a stockholder proposal requesting a Management Pay Clawback policy was not approved;
(6) a stockholder proposal requesting an Independent Board Chairman was not approved;
(7) a stockholder proposal requesting a report on the effectiveness of Citi's policies and practices in respecting Indigenous Peoples' rights in Citi's existing and proposed financing was not approved;
(8) a stockholder proposal requesting that the Board adopt a policy to end new fossil fuel financing was not approved; and
(9) a stockholder proposal requesting a non-discrimination audit analyzing the Company's impacts on civil rights and non-discrimination for all Americans 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.
2 BROKER FOR AGAINST ABSTAINED NON-VOTES (1) Election of Directors Nominees Ellen M. Costello 1,296,583,557 49,364,020 2,377,255 218,280,587 Grace E. Dailey 1,313,409,925 32,483,232 2,431,675 218,280,587 Barbara J. Desoer 1,316,750,665 29,215,233 2,358,934 218,280,587 John C. Dugan 1,261,789,418 83,051,073 3,484,341 218,280,587 Jane N. Fraser 1,331,037,287 14,936,672 2,350,873 218,280,587 Duncan P. Hennes 1,282,425,905 63,299,619 2,599,308 218,280,587 Peter B. Henry 1,277,506,575 68,129,727 2,688,530 218,280,587 S. Leslie Ireland 1,296,573,574 49,244,203 2,507,055 218,280,587 Renée J. James 1,257,397,728 88,379,069 2,548,035 218,280,587 Gary M. Reiner 1,270,708,583 75,080,995 2,535,254 218,280,587 Diana L. Taylor 1,241,076,323 104,846,245 2,402,264 218,280,587 James S. Turley 1,189,543,551 156,275,752 2,505,529 218,280,587 (2) Ratification ofKPMG LLP as Citi's Independent 1,447,724,389 116,279,852 2,601,178 N/A Registered Public Accountants for 2022 (3) Advisory vote to approve our 2021 Executive 1,083,235,189 259,687,013 5,402,630 218,280,587 Compensation (4) Proposal to approve additional shares for the 1,273,159,234 72,091,143 3,074,455 218,280,587 Citigroup 2019 Stock Incentive Plan
(5) Stockholder proposal requesting a Management Pay 122,881,793 1,207,157,988 18,285,051 218,280,587 Clawback policy
(6) Stockholder proposal requesting an Independent 277,480,591 1,063,648,754 7,195,487 218,280,587 Board Chairman
(7) Stockholder proposal requesting a report on the effectiveness of Citi's policies and practices in 446,566,014 866,959,229 34,799,589 218,280,587 respecting Indigenous Peoples' rights in Citi's existing and proposed financing (8) Stockholder proposal requesting that the Board 172,898,221 1,154,291,786 21,134,825 218,280,587 adopt a policy to end new fossil fuel financing (9) Stockholder proposal requesting a non-discrimination audit analyzing the Company's 39,108,715 1,290,461,537 18,754,580 218,280,587 impacts on civil rights and non-discrimination for all Americans 3 Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number 10.1 Citigroup 2019 Stock Incentive Plan (as amended and restated as ofApril 26, 2022 ). 99.1 Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 as of the filing date. 104 See the cover page of this Current Report on Form 8-K, formatted in Inline XBRL. 4
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