--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-056383" form_type: "8-K" ticker: "C" cik: "0000831001" company_name: "CITIGROUP INC" filed_at: "2024-05-02T23:59:59+00:00" generated_at: "2026-06-03T01:18:16.740170+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.35 calibrated_materiality_score: 0.35 confidence: "high" source: SEC EDGAR --- # Citigroup shareholders approve 30M share increase in 2019 Stock Incentive Plan, extend term to 2029 ## Summary - Shareholders approved amending the 2019 Stock Incentive Plan: authorized shares increased by 30M, term extended to 2029 annual meeting. - All 13 director nominees elected with majority support; CEO Jane Fraser received over 1.35B votes for. - KPMG ratified as independent auditor for 2024 with ~1.49B votes for. - Advisory vote to approve 2023 executive compensation passed with ~1.27B votes for (93% of votes cast excluding broker non-votes). - All five shareholder proposals (independent board chair, indigenous rights, DEI risks, de-banking risks, animal welfare) were voted down. ## SEC filing metadata - accession: 0001104659-24-056383 - form_type: 8-K - ticker: C - cik: 0000831001 - company_name: CITIGROUP INC - filed_at: 2024-05-02T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.35 - calibrated_materiality_score: 0.35 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/831001/000110465924056383/0001104659-24-056383-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/831001/000110465924056383/c-20240430x8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-056383 - JSON: https://secwatch.observer/filing/0001104659-24-056383.json - Plain text: https://secwatch.observer/filing/0001104659-24-056383.txt ## Key facts - Shareholder Votes CITIGROUP INC shareholders approved Ratification of KPMG as Citi's Independent Registered Public Accountants for 2024 at the 2024-04-30 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-04-30 source text: (2) the selection of KPMG LLP to serve as the independent registered public accounting firm of Citigroup for 2024 was ratified evidence_url: https://www.sec.gov/Archives/edgar/data/831001/000110465924056383/0001104659-24-056383-index.htm - Shareholder Votes CITIGROUP INC shareholders rejected Stockholder proposal requesting a report on risks of politicized de-banking at the 2024-04-30 meeting. - Outcome: failed - Meeting: 2024-04-30 source text: (9) a stockholder proposal requesting a report on risks of politicized de-banking was not approved evidence_url: https://www.sec.gov/Archives/edgar/data/831001/000110465924056383/0001104659-24-056383-index.htm - Shareholder Votes CITIGROUP INC shareholders rejected Stockholder proposal requesting a report disclosing the Board's oversight regarding the material risks associated with animal welfare at the 2024-04-30 meeting. - Outcome: failed - Meeting: 2024-04-30 source text: (10) a stockholder proposal requesting a report disclosing the Board’s oversight regarding the material risks associated with animal welfare was not approved evidence_url: https://www.sec.gov/Archives/edgar/data/831001/000110465924056383/0001104659-24-056383-index.htm - Shareholder Votes CITIGROUP INC shareholders rejected Stockholder proposal requesting an Independent Board Chairman policy at the 2024-04-30 meeting. - Outcome: failed - Meeting: 2024-04-30 source text: (5) a stockholder proposal requesting an Independent Board Chairman policy was not approved evidence_url: https://www.sec.gov/Archives/edgar/data/831001/000110465924056383/0001104659-24-056383-index.htm - Shareholder Votes CITIGROUP INC shareholders approved Proposal to approve additional shares for, and a term extension and restatement of, the Citigroup 2019 Stock Incentive Plan at the 2024-04-30 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2024-04-30 source text: (4) a proposal to approve additional shares for, and a term extension and restatement of, the Citigroup 2019 Stock Incentive Plan was approved evidence_url: https://www.sec.gov/Archives/edgar/data/831001/000110465924056383/0001104659-24-056383-index.htm - Shareholder Votes CITIGROUP INC shareholders approved Election of Directors at the 2024-04-30 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-04-30 source text: (1) 13 persons were elected to serve as directors of Citigroup evidence_url: https://www.sec.gov/Archives/edgar/data/831001/000110465924056383/0001104659-24-056383-index.htm - Shareholder Votes CITIGROUP INC shareholders rejected Stockholder proposal requesting a report to shareholders on the risks created by the Company's diversity, equity, and inclusion efforts at the 2024-04-30 meeting. - Outcome: failed - Meeting: 2024-04-30 source text: (8) a stockholder proposal requesting a report to shareholders on the risks created by the Company’s diversity, equity, and inclusion efforts was not approved evidence_url: https://www.sec.gov/Archives/edgar/data/831001/000110465924056383/0001104659-24-056383-index.htm - Shareholder Votes CITIGROUP INC shareholders approved Advisory vote to approve our 2023 Executive Compensation at the 2024-04-30 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-04-30 source text: (3) an advisory vote to approve our 2023 Executive Compensation was approved evidence_url: https://www.sec.gov/Archives/edgar/data/831001/000110465924056383/0001104659-24-056383-index.htm - Shareholder Votes 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 2024-04-30 meeting. - Outcome: failed - Meeting: 2024-04-30 source text: (6) 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 evidence_url: https://www.sec.gov/Archives/edgar/data/831001/000110465924056383/0001104659-24-056383-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.