Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 26, 2022, the stockholders of Citigroup Inc. (Citigroup, Citi, or the Company), upon recommendation of Citigroup's Board of Directors (Board), approved an amendment to the Citigroup 2019 Stock Incentive Plan (the 2019 Plan) which was first approved by stockholders on April 16, 2019. The amendment to the 2019 Plan increases the number of shares available for grant under the 2019 Plan by 36 million.

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 Securities and Exchange Commission on March 15, 2022. The descriptions of the 2019 Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2019 Plan set forth in Exhibit 10.1 to this Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Citigroup's 2022 Annual Meeting of Stockholders was held on April 26, 2022. At the meeting:

(1) 12 persons were elected to serve as directors of Citigroup;

(2) the selection of KPMG LLP to serve as the independent registered public accountants of Citigroup for 2022 was ratified;

(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.



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                                                                           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 of KPMG 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


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Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit
Number

 10.1       Citigroup 2019 Stock Incentive Plan (as amended and restated as of
          April 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.


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