8-K current report · filed May 21, 2026

Citigroup (C) 8-K Current Report: May 21, 2026

Short answer

Citigroup (C) filed an 8-K current report with the SEC on May 21, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers), Item 5.07 (Submission of Matters to a Vote of Security Holders). Stockholders approved 20 million additional shares for Citigroup’s 2019 Stock Incentive Plan.

Citigroup 8-K event analysis

AI summary of each reported item and its exhibits

Item 5.02 · Departure/Election of Directors or Officers

  • Stockholders approved 20 million additional shares for Citigroup’s 2019 Stock Incentive Plan
  • Expanded equity capacity supports future employee and executive compensation awards
  • Potential shareholder dilution from issuance of newly authorized incentive-plan shares
  • Amendment effective May 20, 2026, with full plan terms in Exhibit 10.1

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

  • 13 director nominees elected, with Jane Fraser receiving 78,909,225 opposing votes, the highest among nominees
  • KPMG LLP auditor selection ratified, with 1,329,245,593 votes for and 101,802,338 against
  • 2025 executive compensation approved, but substantial opposition with 500,692,745 votes against
  • Additional shares for the 2019 Stock Incentive Plan approved, with 385,218,178 opposing votes
  • Compensation and equity-plan results signal meaningful shareholder scrutiny of pay and dilution practices

Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean

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