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EX-99.1 - EXHIBIT 99.1 - CITIGROUP INCv304631_ex99-1.htm



Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) March 2, 2012


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.)

399 Park Avenue, New York, New York 10022

(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:


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


(b) On March 2, 2012, Richard D. Parsons, Chairman of the Board of Directors of Citigroup (the “Board”), and Timothy C. Collins and Alain J.P. Belda, members of the Board, provided notice to the General Counsel and Corporate Secretary that they will not stand for re-election to the Board at Citigroup’s next Annual Meeting of Stockholders, scheduled for April 17, 2012. The Board, consistent with its pre-existing succession planning, intends to select Michael E. O’Neill to succeed Mr. Parsons as Chairman following the stockholder meeting.


A copy of the press release announcing these events is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.



Item 9.01Financial Statements and Exhibits.


(d) Exhibits.


Exhibit Number

99.1 Press Release, dated March 2, 2012, issued by Citigroup Inc.






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:  March 2, 2012 CITIGROUP INC.
  By: /s/ Michael S. Helfer
  Name: Michael S. Helfer
  Title: General Counsel and Corporate Secretary