CITIGROUP INC 8-K

What Happened
Citigroup Inc. filed an 8-K on May 21, 2026 reporting results of its May 20, 2026 Annual Meeting. Shareholders approved an amendment to the Citigroup 2019 Stock Incentive Plan increasing the number of authorized shares available for grant by 20,000,000 shares (effective May 20, 2026). The amended and restated 2019 Plan is included as Exhibit 10.1 to the filing. At the same meeting Citigroup also elected 13 directors, ratified KPMG LLP as its independent auditor for 2026, and recorded an advisory approval of its 2025 executive compensation.

Key Details

• Stock incentive plan: +20,000,000 authorized shares approved (amended plan filed as Exhibit 10.1, effective May 20, 2026). Vote: 879,545,713 for; 385,218,178 against; 3,715,006 abstained; 162,993,405 broker non-votes.
• Directors: All 13 nominees were elected. Example tallies include Grace E. Dailey (1,260,540,857 for) and Jane N. Fraser (1,186,460,459 for). Broker non-votes reported: 162,993,405.
• Auditor ratification: KPMG LLP ratified as independent registered public accounting firm for 2026. Vote: 1,329,245,593 for; 101,802,338 against; 2,830,523 abstained.
• Say-on-pay: Advisory approval of 2025 executive compensation passed. Vote: 763,510,695 for; 500,692,745 against; 4,275,457 abstained; 162,993,405 broker non-votes.

Why It Matters
Approving an extra 20 million shares increases the pool Citigroup can use for stock-based awards (for executives, employees and directors). That can help with retention and incentive programs but also represents potential future dilution of existing shareholders if and when awards are granted and shares are issued. Investors should note the sizable "against" votes on both the stock plan and the say-on-pay item—indicating notable shareholder dissent even though the proposals passed. The auditor ratification and election of directors were routine governance items and were approved.