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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported) April 25, 2023

Citigroup Inc.

(Exact name of registrant as specified in its charter)

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(212) 559-1000

(Registrant's telephone number,
including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 formatted in Inline XBRL:  See Exhibit 99.1

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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CITIGROUP INC.

Current Report on Form 8-K

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

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On April 25, 2023, 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 of Citigroup Inc. common stock available for grant under the 2019 Plan by 28 million shares.

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The 2019 Plan is described in greater detail in proposal 4 in Citigroup’s Proxy Statement for the 2023 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, 2023. 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.

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

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Citigroup's 2023 Annual Meeting of Stockholders was held on April 25, 2023. At the meeting:

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(1) 13 persons were elected to serve as directors of Citigroup;

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(2) the selection of KPMG LLP to serve as the independent registered public accountants of Citigroup for 2023 was ratified;

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(3) an advisory vote to approve our 2022 Executive Compensation was approved;

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(4) a proposal to approve additional shares for the Citigroup 2019 Stock Incentive Plan was approved;

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(5) 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;

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(6) a stockholder proposal requesting shareholders ratify the termination pay of any senior manager was not approved;

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(7) a stockholder proposal requesting an Independent Board Chairman was not approved;

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(8) 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; and

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(9) a stockholder proposal requesting that the Board adopt a policy to phase out new fossil fuel financing was not approved.

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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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Item 9.01 Financial Statements and Exhibits.

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(d) Exhibits.

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SIGNATURE

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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