CitigroupInc. (NYSE:C) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
-
0

CitigroupInc. (NYSE:C) Files An 8-K Submission of Matters to a Vote of Security Holders

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

Citigroup’s 2017 Annual Meeting of Stockholders was held on
April 25, 2017. At the meeting:

(1) 15 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 2017 was
ratified;

(3) an advisory vote on Citigroups 2016 executive compensation
was approved;

(4) an advisory vote on the frequency of future advisory votes on
executive compensation was held and the option to hold annual
advisory votes was approved. Based on resolutions adopted by
Citigroups Board and in accordance with the results of the vote,
the Company will conduct an annual advisory vote on executive
compensation until the next required vote on the frequency of
such votes;

(5) a stockholder proposal requesting a report on the Companys
policies and goals to reduce the gender pay gap was not approved;

(6) a stockholder proposal requesting that the Board appoint a
Stockholder Value Committee to address whether the divestiture of
all non-core banking business segments would enhance shareholder
value was not approved;

(7) a stockholder proposal requesting a report on lobbying and
grassroots lobbying contributions was not approved;

(8) a stockholder proposal requesting an amendment to the General
Clawback Policy to provide that a substantial portion of annual
total compensation of Executive Officers shall be deferred and
forfeited, in part or whole, at the discretion of the Board, to
help satisfy any monetary penalty associated with a violation of
law was not approved; and

(9) a stockholder proposal requesting that the Board adopt a
policy prohibiting the vesting of equity-based awards for senior
executives due to a voluntary resignation to enter government
service 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 2,030,711,899 17,522,990 1,957,877 257,584,148
Ellen M. Costello 2,033,818,850 14,417,545 1,956,126 257,584,393
Duncan P. Hennes 2,024,925,243 23,032,205 2,235,068 257,584,398
Peter B. Henry 2,033,137,723 14,823,467 2,231,323 257,584,401
Franz B. Humer 2,026,630,424 21,431,804 2,130,279 257,584,407
Rene J. James 2,017,198,148 30,889,851 2,104,513 257,584,402
Eugene M. McQuade 2,031,210,277 16,950,433 2,031,807 257,584,397
Michael E. O’Neill 2,019,290,085 28,765,163 2,137,264 257,584,402
Gary M. Reiner 2,024,346,483 23,502,549 2,343,471 257,584,411
Anthony M. Santomero 2,030,495,244 17,509,158 2,188,114 257,584,398
Diana L. Taylor 2,022,604,994 25,571,777 2,015,742 257,584,401
William S. Thompson, Jr. 2,016,403,080 31,698,945 2,090,491 257,584,398
James S. Turley 2,014,106,006 33,902,989 2,183,520 257,584,399
Deborah C. Wright 2,032,315,185 15,778,647 2,098,686 257,584,396
Ernesto Zedillo Ponce de Leon 2,016,218,860 31,873,234 2,100,422 257,584,398
(2)Ratification of Independent Registered Public Accounting
Firm for 2017 		2,244,507,066 60,669,694 2,600,154
(3)Advisory approval of Citis 2016 Executive Compensation 1,966,683,384 68,568,814 14,924,758 257,599,958
1 Year 2 Years 3 Years
(4)Advisory approval of the Frequency of Future Advisory
Votes on Executive Compensation 		1,828,852,996 4,171,150 214,535,766 2,667,646 257,549,356
(5)Stockholder proposal requesting report on Company’s
policies and goals to reduce the gender pay gap 		293,583,837 1,651,274,858 105,333,666 257,584,553
(6)Stockholder proposal requesting the Board appoint a
Stockholder Value Committee to address whether the
divestiture of all non-core banking business segments would
enhance shareholder value 		52,448,247 1,977,708,753 20,035,362 257,584,552
(7)Stockholder proposal requesting a report on lobbying and
grassroots lobbying contributions 		621,674,911 1,388,487,273 39,998,118 257,616,612
(8)Stockholder proposal requesting an amendment to the
General Clawback policy to provide that a substantial portion
of annual total compensation of Executive Officers shall be
deferred and forfeited, in part or whole, at the discretion
of the Board, to help satisfy any monetary penalty associated
with a violation of law 		60,579,354 1,975,569,538 14,043,469 257,584,553
(9) Stockholder proposal requesting that the Board adopt a
policy prohibiting the vesting of equity-based awards for
senior executives due to a voluntary resignation to enter
government service 		724,812,051 1,319,566,127 5,818,124 257,580,612


About Citigroup Inc. (NYSE:C)

Citigroup Inc. (Citi) is a financial services holding company. The Company’s whose businesses provide consumers, corporations, governments and institutions with a range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, trade and securities services and wealth management. The Company operates through two segments: Citicorp and Citi Holdings. Citicorp is the Company’s global bank for consumers and businesses and represents its core franchises. Citicorp is focused on providing products and services to customers and leveraging the Company’s global network, including various economies. As of December 31, 2016, Citicorp was present in 97 countries and jurisdictions, and offered services in over 160 countries and jurisdictions. Global Consumer Banking (GCB) provides traditional banking services to retail customers through retail banking, including Citi-branded cards and Citi retail services.

Citigroup Inc. (NYSE:C) Recent Trading Information

Citigroup Inc. (NYSE:C) closed its last trading session down -0.27 at 59.12 with 14,025,915 shares trading hands.