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) September 21,
2010
Citigroup
Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-9924
|
52-1568099
|
|
(State
or other
|
(Commission
|
(IRS
Employer
|
|
jurisdiction
of
|
File
Number)
|
Identification
No.)
|
|
incorporation)
|
399 Park
Avenue, New York, New York 10043
(Address of principal executive offices) (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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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). Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Compensation Determinations
for Certain Senior Executive Officers
On
September 21, 2010, the Personnel and Compensation Committee of the Board of
Directors of Citigroup Inc. (the “Committee”) resolved to pay “stock salary” for
the portion of fiscal year 2010 that Citigroup is subject to the executive
compensation provisions of the Emergency Economic Stabilization Act of 2008, as
amended (“EESA”), at the following monthly rates: $347,222 for John C. Gerspach,
Chief Financial Officer; $500,000 for Edward J. Kelly, III, Vice Chairman;
$750,000 for John Havens, Chief Executive Officer, Institutional Clients Group;
$620,909 for Manuel Medina-Mora, Chief Executive Officer, Consumer Banking for
the Americas and Chairman of the Global Consumer Council; and $502,365 for
Alberto J. Verme, Chief Executive Officer, Europe, Middle East and
Africa. No stock salary will be paid to Vikram Pandit, Chief
Executive Officer, whose salary remains $1 per year.
The stock
salary will be in the form of shares of Citigroup common stock issued under the
2010 Citi Stock Payment Program (the “CSPP”). The delivery of stock
salary with respect to the first nine months of fiscal year 2010 will be
effective on September 30, 2010 for each executive who is then eligible to
participate in the CSPP. As with stock salary for all Citigroup
executives under the CSPP for fiscal year 2010, the stock salary for Messrs.
Gerspach, Kelly, Havens, Medina-Mora and Verme will be immediately vested as of
the applicable effective date.
Except as
to shares withheld by Citigroup to satisfy tax withholding obligations, the CSPP
shares will be subject to sale restrictions. The shares with respect
to the first nine months of fiscal year 2010 will become transferable in nine
equal monthly installments beginning on January 20, 2011. Shares with
respect to any subsequent months in 2010 will become transferable approximately
one year after the effective date of their delivery.
All such
stock salary is subject to applicable law and regulatory guidance, including
EESA and the regulations or interpretations promulgated thereunder to the extent
that EESA and such regulations continue to apply to compensation arrangements
for employees of Citigroup and its subsidiaries.
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.
|
Dated:
September 24, 2010
|
CITIGROUP
INC.
|
|
|
By:
|
/s/ Michael S. Helfer
|
|
|
Name:
|
Michael
S. Helfer
|
|
|
Title:
|
General
Counsel and Corporate Secretary
|