8-K
filed April 26, 2023, 7:59 PM ET
ticker C
CIK 0000831001
other material
confidence high
sentiment positive
materiality 0.55
Citigroup stockholders approve 28M share increase to 2019 Stock Incentive Plan; all director nominees elected
CITIGROUP INC
- Stockholders approved an amendment to the 2019 Stock Incentive Plan, increasing shares available by 28 million.
- All 13 director nominees were elected with strong support; Jane Fraser received over 1.28B votes for.
- Ratification of KPMG as independent auditor for 2023 approved (1.44B for, 75M against).
- Advisory vote to approve 2022 executive compensation passed (1.20B for, 94.8M against).
- Shareholder proposals on fossil fuel phase-out, independent chairman, and termination pay ratification all defeated.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
CITIGROUP INC shareholders rejected Stockholder proposal requesting an Independent Board Chairman at the 2023-04-25 meeting.
- Outcome
- failed
- Meeting
- 2023-04-25
Exact text from the filing
(7) Stockholder proposal requesting an Independent Board Chairman 235,047,567 1,057,240,751 5,093,560 220,401,106
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
CITIGROUP INC shareholders rejected Stockholder proposal requesting shareholders ratify the termination pay of any senior manager at the 2023-04-25 meeting.
- Proposal
- auditor ratification
- Outcome
- failed
- Meeting
- 2023-04-25
Exact text from the filing
(6) Stockholder proposal requesting shareholders ratify the termination pay of any senior manager 360,123,548 932,043,736 5,214,594 220,401,106
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
CITIGROUP INC shareholders approved Advisory approval of the Frequency of Future Advisory Votes on Executive Compensation at the 2023-04-25 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-04-25
Exact text from the filing
(5) Advisory approval of the Frequency of Future Advisory Votes on Executive Compensation 1 Year 1,271,244,539 2 Years 1,954,480 3 Years 21,096,640 3,086,220 220,401,106
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
CITIGROUP INC shareholders approved Advisory vote to approve our 2022 Executive Compensation at the 2023-04-25 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-04-25
Exact text from the filing
(3) Advisory vote to approve our 2022 Executive Compensation 1,197,425,378 94,840,972 5,115,528 220,401,106
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
CITIGROUP INC shareholders approved Election of Directors at the 2023-04-25 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-04-25
Exact text from the filing
(1) Election of Directors Nominees Ellen M. Costello 1,270,054,074 24,206,938 3,120,866 220,401,106 Grace E. Dailey 1,270,772,001 23,494,034 3,115,843 220,401,106 Barbara J. Desoer 1,272,702,772 21,567,762 3,111,344 220,401,106 John C. Dugan 1,227,350,606 66,820,084 3,211,188 220,401,106 Jane N. Fraser 1,282,145,198 12,505,560 2,731,120 220,401,106 Duncan P. Hennes 1,258,754,509 35,380,965 3,246,404 220,401,106 Peter B. Henry 1,249,042,087 45,021,050 3,318,741 220,401,106 S. Leslie Ireland 1,280,087,614 14,029,301 3,264,963 220,401,106 Renée J. James 1,250,959,655 43,274,699 3,147,525 220,401,106 Gary M. Reiner 1,248,005,534 45,983,301 3,393,044 220,401,106 Diana L. Taylor 1,225,784,494 68,527,206 3,070,178 220,401,106 James S. Turley 1,224,234,197 70,136,473 3,011,208 220,401,106 Casper W. von Koskull 1,272,750,209 21,349,933 3,281,737 220,401,106
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
CITIGROUP INC shareholders approved Ratification of KPMG as Citi’s Independent Registered Public Accountants for 2023 at the 2023-04-25 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-04-25
Exact text from the filing
(2) Ratification of KPMG as Citi’s Independent Registered Public Accountants for 2023 1,437,706,985 75,222,948 4,853,051 N/A
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
CITIGROUP INC shareholders rejected Stockholder proposal requesting that the Board adopt a policy to phase out new fossil fuel financing at the 2023-04-25 meeting.
- Outcome
- failed
- Meeting
- 2023-04-25
Exact text from the filing
(9) Stockholder proposal requesting that the Board adopt a policy to end new fossil fuel financing 128,925,888 1,143,202,510 25,253,480 220,401,106
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
CITIGROUP INC shareholders approved Proposal to approve additional shares for the Citigroup 2019 Stock Incentive Plan at the 2023-04-25 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-04-25
Exact text from the filing
(4) Proposal to approve additional shares for the Citigroup 2019 Stock Incentive Plan 1,206,196,340 87,254,508 3,931,031 220,401,106
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
CITIGROUP INC shareholders rejected 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 at the 2023-04-25 meeting.
- Outcome
- failed
- Meeting
- 2023-04-25
Exact text from the filing
(8) 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 402,974,154 878,173,432 16,234,292 220,401,106
View on SEC.gov
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