Citigroup (NYSE: C) stockholders back more shares for 2019 incentive plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Citigroup Inc. reported results of its 2026 annual meeting of stockholders and an update to its equity compensation plan. Stockholders approved an amendment to the Citigroup 2019 Stock Incentive Plan, increasing the authorized number of shares available for grant under the plan by 20 million shares.

All director nominees received strong support, with most receiving over 1.2 billion votes "for." Stockholders ratified the selection of KPMG LLP as Citigroup’s independent registered public accounting firm for 2026, with 1,329,245,593 votes for and 101,802,338 against.

In the advisory vote on 2025 executive compensation, 763,510,695 votes were cast in favor, 500,692,745 against and 4,275,457 abstained, alongside 162,993,405 broker non-votes. Stockholders also approved additional shares for the 2019 Stock Incentive Plan, with 879,545,713 votes for and 385,218,178 against.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Additional plan shares: 20 million shares Auditor ratification for votes: 1,329,245,593 votes Auditor ratification against votes: 101,802,338 votes +5 more

8 metrics

Additional plan shares 20 million shares Increase in authorized shares under Citigroup 2019 Stock Incentive Plan

Auditor ratification for votes 1,329,245,593 votes Votes for ratifying KPMG LLP as 2026 auditor

Auditor ratification against votes 101,802,338 votes Votes against ratifying KPMG LLP as 2026 auditor

Say-on-pay for votes 763,510,695 votes Votes for 2025 executive compensation advisory proposal

Say-on-pay against votes 500,692,745 votes Votes against 2025 executive compensation advisory proposal

Equity plan approval for votes 879,545,713 votes Votes for additional shares for 2019 Stock Incentive Plan

Equity plan approval against votes 385,218,178 votes Votes against additional shares for 2019 Stock Incentive Plan

Broker non-votes on key items 162,993,405 votes Broker non-votes on director, say-on-pay and plan proposals

Key Terms

Citigroup 2019 Stock Incentive Plan, broker non-votes, independent registered public accounting firm, advisory vote, +1 more

5 terms

Citigroup 2019 Stock Incentive Plan financial

"The amendment to the 2019 Plan increases the authorized number of shares available for grant under the 2019 Plan by 20 million shares."

broker non-votes financial

"are the number of abstentions and the number of broker non-votes."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"Proposal to ratify the selection of KPMG LLP as Citi’s independent registered public accounting firm for 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote financial

"Advisory vote to approve our 2025 Executive Compensation."

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/21/2026 - 04:15 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) May 20, 2026

Citigroup Inc.

(Exact name of registrant as specified in its charter)


Delaware	1-9924	52-1568099
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

388 Greenwich Street, New York, New York (Address of principal executive offices)		10013 (Zip Code)

(212) 559-1000

(Registrant’s telephone number,
including area code)

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:

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

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

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

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

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

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).

Emerging growth company ☐

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. ☐

CITIGROUP INC.

Current Report on Form 8-K

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

On May 20, 2026, the stockholders of Citigroup Inc. (Citigroup or Citi), 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 authorized number of shares available for grant under the 2019 Plan by 20 million shares.

The 2019 Plan is described in greater detail in proposal 4 in Citigroup’s Proxy Statement for the 2026 Annual Meeting of Stockholders (Proxy Statement). The Proxy Statement, which includes a description of the 2019 Plan, was filed with the U.S. Securities and Exchange Commission on April 2, 2026. 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 Current Report on Form 8-K.

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

Citigroup’s 2026 Annual Meeting of Stockholders was held on May 20, 2026. At the meeting:

(1)

13 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 2026 was ratified;

(3)

an advisory vote on our 2025 Executive Compensation was approved; and

(4)

a proposal requesting additional shares for the Citigroup 2019 Stock Incentive Plan was 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.


(1) Election of Directors Nominees		FOR		AGAINST		ABSTAINED		BROKER NON-VOTES

Titi Cole		1,244,689,777		20,880,382		2,908,737		162,993,405
Ellen M. Costello		1,247,268,629		18,471,266		2,739,002		162,993,405
Grace E. Dailey		1,260,540,857		5,142,049		2,795,991		162,993,405
John C. Dugan		1,252,706,419		13,086,262		2,686,217		162,993,405
Jane N. Fraser		1,186,460,459		78,909,225		3,109,213		162,993,405
Duncan P. Hennes		1,173,073,530		92,554,748		2,850,619		162,993,405
Peter B. Henry		1,225,424,069		39,310,970		3,743,858		162,993,405
Renée J. James		1,204,590,910		60,918,728		2,969,259		162,993,405
Jonathan P. Moulds		1,261,662,049		3,984,164		2,832,684		162,993,405
Gary M. Reiner		1,205,605,003		59,982,667		2,891,227		162,993,405
Diana L. Taylor		1,189,174,504		76,619,340		2,685,054		162,993,405
James S. Turley		1,188,544,100		77,044,062		2,890,736		162,993,405
Casper W. von Koskull		1,239,929,931		25,606,073		2,942,893		162,993,405

(2) Proposal to ratify the selection of KPMG LLP as Citi’s independent registered public accounting firm for 2026.		1,329,245,593		101,802,338		2,830,523
(3) Advisory vote to approve our 2025 Executive Compensation.		763,510,695		500,692,745		4,275,457		162,993,405
(4) Approval of additional shares for the Citigroup 2019 Stock Incentive Plan.		879,545,713		385,218,178		3,715,006		162,993,405

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number
10.1		Citigroup 2019 Stock Incentive Plan (as amended and restated, effective as of May 20, 2026).
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.

SIGNATURE

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.

		CITIGROUP INC.

Dated: May 21, 2026
	By:	/s/ Brent J. McIntosh
		Brent J. McIntosh
		Chief Legal Officer & Corporate Secretary



			Exhibit 99.1

Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Ticker Symbol(s)	Title for iXBRL	Name of each exchange on which registered
Common Stock, par value $.01 per share	C	Common Stock, par value $.01 per share	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 6.250% Noncumulative Preferred Stock, Series II	C PR R	Dep Shs, represent 1/1,000th interest in a share of 6.250% Noncum Pref Stk, Ser II	New York Stock Exchange
7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty with respect thereto)	C/36Y	7.625% TRUPs of Cap III (and registrant’s guaranty)	New York Stock Exchange
7.875% Fixed Rate / Floating Rate Trust Preferred Securities (TruPS^®) of Citigroup Capital XIII (and registrant’s guaranty with respect thereto)	C N	7.875% FXD / FRN TruPS of Cap XIII (and registrant’s guaranty)	New York Stock Exchange
Medium-Term Senior Notes, Series N, Floating Rate Notes Due April 26, 2028 of CGMHI (and registrant’s guaranty with respect thereto)	C/28	MTN, Series N, Floating Rate Notes Due Apr 26, 2028 of CGMHI (and registrant’s guaranty)	New York Stock Exchange
Medium-Term Senior Notes, Series N, Floating Rate Notes Due September 17, 2026 of CGMHI (and registrant’s guaranty with respect thereto)	C/26	MTN, Series N, Floating Rate Notes Due Sept 2026 of CGMHI (and registrant’s guaranty)	New York Stock Exchange
Medium-Term Senior Notes, Series N, Floating Rate Notes Due September 15, 2028 of CGMHI (and registrant’s guaranty with respect thereto)	C/28A	MTN, Series N, Floating Rate Notes Due Sept 2028 of CGMHI (and registrant’s guaranty)	New York Stock Exchange
Medium-Term Senior Notes, Series N, Floating Rate Notes Due October 6, 2028 of CGMHI (and registrant’s guaranty with respect thereto)	C/28B	MTN, Series N, Floating Rate Notes Due Oct 2028 of CGMHI (and registrant’s guaranty)	New York Stock Exchange
Medium-Term Senior Notes, Series N, Floating Rate Notes Due March 21, 2029 of CGMHI (and registrant’s guaranty with respect thereto)	C/29A	MTN, Series N, Floating Rate Notes Due Mar 2029 of CGMHI (and registrant’s guaranty)	New York Stock Exchange

Source: View Original Filing on SEC EDGAR

FAQ

What equity plan change did Citigroup (C) stockholders approve in 2026?

Citigroup stockholders approved an amendment to the 2019 Stock Incentive Plan, increasing the authorized shares available for grant by 20 million. This expansion supports future stock-based compensation for employees and executives under the existing plan framework.

How did Citigroup (C) stockholders vote on the 2025 executive compensation advisory proposal?

Stockholders cast 763,510,695 votes for and 500,692,745 against the 2025 executive compensation advisory proposal, with 4,275,457 abstentions and 162,993,405 broker non-votes. The proposal passed but with a sizable portion of shares voting against the compensation program.

Were all Citigroup (C) director nominees elected at the 2026 annual meeting?

All listed Citigroup director nominees received enough votes to be elected, each securing over 1.17 billion votes for. Broker non-votes totaled 162,993,405 for each nominee, but these did not affect the outcome of the uncontested elections.

Did Citigroup (C) stockholders ratify KPMG LLP as the 2026 auditor?

Yes. Stockholders ratified KPMG LLP as Citigroup’s independent registered public accounting firm for 2026 with 1,329,245,593 votes for, 101,802,338 votes against, and 2,830,523 abstentions. Auditor ratification is a standard annual governance item for large public companies.

How did Citigroup (C) stockholders vote on adding shares to the 2019 Stock Incentive Plan?

Citigroup stockholders approved additional shares for the 2019 Stock Incentive Plan, with 879,545,713 votes for, 385,218,178 against and 3,715,006 abstaining, plus 162,993,405 broker non-votes. This authorization expands capacity for future equity awards under the plan.

When was the amendment to Citigroup’s 2019 Stock Incentive Plan approved?

The amendment to Citigroup’s 2019 Stock Incentive Plan was approved by stockholders on May 20, 2026, during the company’s 2026 Annual Meeting of Stockholders. The plan, originally approved on April 16, 2019, was amended to increase available shares for future grants.

Filing Exhibits & Attachments

6 documents

Press Releases

EX-99.1 EX-99.1 37.7 KB

Agreements & Contracts

EX-10.1 EX-10.1 104.9 KB