NYSE: C CITIGROUP INC 8-K

Citigroup shareholders approve 20M share equity plan expansion amid elevated pay opposition

Filed May 21, 2026 · Period ending May 20, 2026 · ~1 min read

Key Changes

high

Say-on-pay vote passed with only 60.4% support (763.5M for, 500.7M against), reflecting substantial shareholder concern about 2025 executive compensation practices.

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
medium

Shareholders approved 20 million additional shares for the 2019 Stock Incentive Plan with 69.5% support (879.5M for, 385.2M against), expanding the equity compensation pool despite notable opposition.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
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All 13 directors elected, though CEO Jane Fraser received lowest support at 92.5% (78.9M votes against) and Duncan Hennes at 92.3% (92.6M against).

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
low

KPMG ratified as independent auditor for 2026 with 92.9% support (1.33B for, 101.8M against), a routine annual approval.

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →

Summary

Citigroup's 2026 annual meeting revealed significant shareholder pushback on executive compensation, with the say-on-pay vote passing at just 60.4% — well below typical approval levels and indicating nearly 40% of voting shareholders opposed the 2025 executive pay packages. This elevated opposition suggests institutional investors are dissatisfied with the board's compensation decisions and may signal pressure for changes in 2027. Despite the pay concerns, shareholders approved expanding the equity compensation pool by 20 million shares under the 2019 Stock Incentive Plan, though 30.5% voted against the dilution.

All 13 directors were re-elected, with CEO Jane Fraser and director Duncan Hennes receiving the lowest support at 92.5% and 92.3% respectively — still comfortable margins but notably below the 99%+ approval most other directors received. The auditor ratification was routine. The pay vote outcome warrants attention in upcoming proxy filings and earnings calls, as management may need to address shareholder concerns about compensation structure and performance alignment.

Section-by-Section Diff

Event · Exhibit 99.1

~400 words View exhibit on EDGAR ↗

Citigroup filed an updated list of its securities registered on the NYSE, a routine administrative disclosure with no business impact.

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Show 1 minor / wording change

Added Registered securities list update low

Added in current filing · verify on EDGAR →

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

Citigroup disclosed an updated list of its securities registered under Section 12(b) of the Securities Exchange Act of 1934, all trading on the New York Stock Exchange. This is a routine administrative filing with no material business impact. Note: these figures were previously disclosed in the company's Apr 14, 2026 8-K.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~400 words

Citigroup's 2026 annual meeting elected 13 directors, ratified KPMG as auditor, approved executive compensation, and authorized additional stock plan shares.

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Added Director elections medium

Added in current filing · view on EDGAR →

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

All 13 director nominees were elected. Support ranged from 92.5% to 99.4% of votes cast. CEO Jane Fraser received the lowest support at 92.5% (78.9 million votes against), followed by Duncan Hennes at 92.3% (92.6 million against). The remaining directors received support between 93.2% and 99.6%.

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~200 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

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Added Stock incentive plan amendment medium

Added in current filing · verify on EDGAR →

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.

Citigroup's shareholders voted to expand the company's equity compensation pool by authorizing an additional 20 million shares under the 2019 Stock Incentive Plan. This increases the total shares available for employee stock grants, options, and other equity-based awards. The amendment was recommended by the Board and approved at the 2026 annual meeting.