Attached files
| file | filename |
|---|---|
| EX-1.1 - CITIGROUP INC | v182072_ex1-1.htm |
U.S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported) April 20, 2010
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.)
|
|
399
Park Avenue, New York,
New
York
(Address
of principal executive offices)
|
10043
(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))
CITIGROUP INC.
Current
Report on Form 8-K
Item 5.02(e) Compensatory
Arrangements of Certain Officers.
On
April 20, 2010, Citigroup’s stockholders, upon recommendation of the Board
of Directors, approved amendments to the Citigroup 2009 Stock Incentive Plan
(the “2009 Plan”), which was first approved by stockholders on April 21, 2009.
The amendments to the 2009 Plan (i) increase by a total of 1.15 billion shares
the number of shares of Citigroup Inc. common stock, par value $.01 per share,
that may be issued pursuant to awards under the 2009 Plan, and (ii) change the
manner of counting available shares.
The
increase in the shares authorized for grant resulted from approval of two
separate amendments. The first amendment increased the number of
shares authorized for grant by 800 million shares. This amendment also changed
the method of counting available shares by removing a provision in the 2009 Plan
that counted each share subject to an award other than a stock option or stock
appreciation right as 2.3 shares.
The
second amendment related to a specific authorization to immediately issue up to
850 million shares in settlement of approximately $1.7 billion common stock
equivalent awards (“CSE Awards”) granted to more than 5,500 employees on January
19, 2010 and February 26, 2010. The CSE Awards were denominated in U.S. dollars
and provided for settlement in stock in April 2010, subject to stockholder
approval. As authorized by the second amendment, no more than 346.24
million shares were issued in settlement of the CSE Awards, based on the average
of the high and low prices of Citigroup common stock on the New York Stock
Exchange on April 21, 2010 ($4.93 per share). Because the shares
issued in settlement of the CSE Awards were immediately vested, this second
amendment also exempted these stock payments from the three-year minimum vesting
requirement generally applicable to awards under the 2009 Plan.
Neither
the principal executive officer, the principal financial officer, nor any named
executive officer of Citigroup Inc. received a CSE Award, and no award
previously made to any such person under the 2009 Plan, nor under any other
compensatory plan, contract or arrangement covering any such person, will be
affected by the amendments to the 2009 Plan approved by stockholders on April
20, 2010.
The
amendments referred to above are described in greater detail in proposal 3 and
proposal 4 in Citigroup’s Proxy Statement for the 2010 Annual Meeting of
Stockholders (“Proxy Statement”). The Proxy Statement, which also includes a
summary description of the 2009 Plan, as proposed to be amended, was filed with
the Securities and Exchange Commission on March 12, 2010. The descriptions
of the 2009 Plan contained herein and in the Proxy Statement are qualified in
their entirety by reference to the full text of the 2009 Plan (as amended and
restated effective April 20, 2010).
Item
5.07 Submission of Matters to a Vote of Security
Holders.
Citigroup's
Annual Meeting of Stockholders was held on April 20, 2010. 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 2010 was ratified;
(3) a
proposal to approve amendments to the Citigroup 2009 Stock Incentive Plan (to
increase authorized shares) was approved;
(4) a
proposal to approve the TARP repayment shares (and related amendments to the
Citigroup 2009 Stock Incentive Plan) was approved;
(5) a
proposal to approve Citigroup’s 2009 Executive Compensation was
approved;
(6) a
proposal to ratify the Tax Benefits Preservation Plan was approved;
(7) a
proposal to approve the reverse stock split extension was approved;
(8) a
stockholder proposal requesting that Citigroup affirm its political
non-partisanship was defeated;
(9) a
stockholder proposal requesting that Citigroup provide a semi-annual report
disclosing political contributions was defeated;
(10) a
stockholder proposal requesting a report concerning over-the-counter derivatives
trades was defeated;
(11) a
stockholder proposal requesting that stockholders holding 10% or more of
Citigroup’s common stock have the right to call special shareholder meetings was
defeated;
(12) a
stockholder proposal requesting that executive officers retain 75% of the shares
acquired through compensation plans for two years following termination of
employment was defeated; and
(13) a
stockholder proposal requesting reimbursement of expenses incurred by a
stockholder in a contested election of directors was defeated.
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:
|
||||||||||||||||
|
NOMINEE
|
||||||||||||||||
|
Alain
J.P. Belda
|
17,113,919,759 | 995,750,227 | 43,435,296 | 4,089,313,660 | ||||||||||||
|
Timothy
C. Collins
|
17,943,946,874 | 162,492,494 | 46,663,796 | 4,089,315,777 | ||||||||||||
|
Jerry
A. Grundhofer
|
17,978,858,675 | 129,586,582 | 44,660,018 | 4,089,313,666 | ||||||||||||
|
Robert
L. Joss
|
17,533,167,662 | 574,412,592 | 45,525,108 | 4,089,313,579 | ||||||||||||
|
Andrew
N. Liveris
|
17,407,100,051 | 699,729,613 | 46,275,610 | 4,089,313,667 | ||||||||||||
|
Michael
E. O’Neill
|
17,975,884,146 | 132,746,926 | 44,477,111 | 4,089,310,759 | ||||||||||||
|
Vikram
S. Pandit
|
17,960,784,958 | 155,548,601 | 36,778,097 | 4,089,307,285 | ||||||||||||
|
Richard
D. Parsons
|
16,806,451,466 | 1,305,016,011 | 41,635,225 | 4,089,316,240 | ||||||||||||
|
Lawrence
R. Ricciardi
|
17,971,994,452 | 135,620,249 | 45,495,327 | 4,089,308,913 | ||||||||||||
|
Judith
Rodin
|
17,431,837,970 | 677,395,570 | 43,876,485 | 4,089,308,916 | ||||||||||||
|
Robert
L. Ryan
|
17,866,391,561 | 241,035,305 | 45,683,157 | 4,089,308,918 | ||||||||||||
|
Anthony
M. Santomero
|
17,975,676,530 | 133,459,408 | 43,974,420 | 4,089,308,583 | ||||||||||||
|
Diana
L. Taylor
|
17,983,999,025 | 123,839,334 | 45,271,580 | 4,089,309,002 | ||||||||||||
|
William
S. Thompson, Jr.
|
17,914,124,333 | 196,214,489 | 42,771,210 | 4,089,308,909 | ||||||||||||
|
Ernesto
Zedillo
|
17,979,864,589 | 130,332,011 | 42,913,357 | 4,089,308,984 | ||||||||||||
|
(2)
Ratification of
|
21,747,347,944 | 399,872,276 | 95,198,721 | 0 | ||||||||||||
|
Independent Registered Public
|
||||||||||||||||
|
Accounting Firm.
|
||||||||||||||||
|
(3)
Proposal to approve
|
14,885,566,901 | 3,197,493,257 | 70,034,015 | 4,089,324,767 | ||||||||||||
|
amendments to the Citigroup 2009
|
||||||||||||||||
|
Stock Incentive Plan.
|
||||||||||||||||
|
(4)
Proposal to approve
|
17,647,169,929 | 477,122,225 | 28,804,783 | 4,089,322,005 | ||||||||||||
|
TARP Repayment Shares.
|
||||||||||||||||
|
(5)
Proposal to approve
|
19,852,973,244 | 2,131,126,383 | 258,317,291 | 2,023 | ||||||||||||
|
Citi’s 2009 Executive Compensation.
|
||||||||||||||||
|
(6)
Proposal to ratify the
|
16,881,949,120 | 1,157,061,416 | 114,085,988 | 4,089,322,417 | ||||||||||||
|
Tax Benefits Preservation Plan
|
||||||||||||||||
|
(7)
Proposal to approve the
|
21,648,289,848 | 511,595,050 | 82,533,735 | 308 | ||||||||||||
|
Reverse Stock Split Extension.
|
||||||||||||||||
|
(8)
Stockholder Proposal
|
930,756,081 | 13,807,191,443 | 3,415,144,237 | 4,089,327,180 | ||||||||||||
|
requesting that Citi affirm its
|
||||||||||||||||
|
political non-partisanship.
|
||||||||||||||||
|
(9)
Stockholder Proposal
|
4,410,441,957 | 10,163,658,335 | 3,578,988,564 | 4,089,330,085 | ||||||||||||
|
requesting a report on political contributions.
|
||||||||||||||||
|
(10)
Stockholder Proposal
|
5,386,332,821 | 12,547,562,024 | 219,184,891 | 4,089,339,204 | ||||||||||||
|
requesting a report on over-the-counter
|
||||||||||||||||
|
derivatives trades.
|
||||||||||||||||
|
(11)
Stockholder Proposal
|
7,506,191,639 | 10,538,911,809 | 107,976,958 | 4,089,338,535 | ||||||||||||
|
requesting that stockholders holding 10% or
|
||||||||||||||||
|
more of Citi’s common stock have the right to call special shareholder
meetings.
|
||||||||||||||||
|
(12)
Stockholder Proposal
|
4,584,008,557 | 13,351,747,613 | 217,322,072 | 4,089,340,699 | ||||||||||||
|
requesting that executive officers retain 75% of
|
||||||||||||||||
|
the shares acquired through compensation plans for two years following
termination of employment.
|
||||||||||||||||
|
(13)
Stockholder Proposal
|
5,608,435,951 | 11,939,171,637 | 605,470,220 | 4,089,341,133 | ||||||||||||
|
requesting reimbursement of expenses incurred
|
||||||||||||||||
|
by a stockholder in a contested election of directors.
|
||||||||||||||||
Item
8.01 Other Events.
On April 23, 2010, Citigroup Inc.
(“Citigroup”) and Citigroup Global Markets Inc. (“CGMI”) entered into an equity
distribution agreement (the “Equity Distribution Agreement”), pursuant to which
Citigroup may offer and sell from time to time up to 125,000,000 shares of
Citigroup common stock through CGMI as sales agent. The number of
shares of common stock to be offered and sold under the Equity Distribution
Agreement will equal the actual number of shares withheld for taxes due from
stock payments to certain Citigroup employees on April 21, 2010, in settlement
of $1.7 billion of common stock equivalent awards made to the employees on
January 19, 2010 or February 26, 2010, in lieu of cash they would have otherwise
received.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number
|
|
|
1.1
|
Continuous
Offering Program Equity Distribution Agreement, dated April 23, 2010,
between Citigroup Inc. and Citigroup Global Markets
Inc.
|
|
10.1
|
Citigroup
2009 Stock Incentive Plan (as amended and restated effective April 20,
2010), incorporated by reference to Exhibit 4.1 to Citigroup’s
Registration Statement on Form S-8 filed on April 22, 2010 (No.
333-166242).
|
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:
April 23, 2010
|
||
|
By:
|
/s/
MICHAEL S.
HELFER
Name:
Michael S. Helfer
Title:
General Counsel and Corporate
Secretary
|
EXHIBIT
INDEX
|
Exhibit
Number
|
|
|
1.1
|
Continuous
Offering Program Equity Distribution Agreement, dated April 23, 2010,
between Citigroup Inc. and Citigroup Global Markets
Inc.
|
|
10.1
|
Citigroup
2009 Stock Incentive Plan (as amended and restated effective April 20,
2010), incorporated by reference to Exhibit 4.1 to Citigroup’s
Registration Statement on Form S-8 filed on April 22, 2010 (No.
333-166242).
|