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 →
• medium

  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 →