Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 11, 2023, the Board of Directors (the Board) of Citigroup Inc.
(Citigroup) elected Casper W. von Koskull as a Director of Citigroup. Mr. von
Koskull is the former President and Group Chief Executive Officer of Nordea Bank
Abp. Also on January 11, 2023, the Board appointed Mr. von Koskull to the
following Committees of the Board: Compensation, Performance Management, and
Culture Committee; Nomination, Governance and Public Affairs Committee; Risk
Management Committee; and Transformation Oversight Committee.
The Board determined that Mr. von Koskull is independent in accordance with the
director independence standards established under Citigroup's Corporate
Governance Guidelines, which are intended to comply with the New York Stock
Exchange corporate governance rules, and other applicable laws, rules, and
regulations. There are no family relationships between Mr. von Koskull and any
officer or other director of Citigroup or any related party transactions
involving Mr. von Koskull and Citigroup. There is no arrangement or
understanding between Mr. von Koskull and any other person pursuant to which he
was selected as a director. Mr. von Koskull was employed by a predecessor firm
of Citigroup from October 1984 to June 1994. Mr. von Koskull will receive
compensation as a non-employee director in accordance with Citigroup's
non-employee director compensation practices described in "Proposal 1: Election
of Directors - Directors' Compensation" of Citigroup's Annual Proxy Statement
filed with the U.S. Securities and Exchange Commission on March 15, 2022.
A copy of Citigroup's press release relating to the election of Mr. von Koskull
as a director is being furnished as Exhibit 99.1 to this Current Report on Form
8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
99.1 Citigroup Inc. Press Release dated January 12, 2023.
99.2 Citigroup Inc. securities registered pursuant to Section 12(b) of
the Securities Exchange Act of 1934 as of the filing date.
104 The cover page of this Current Report on Form 8-K, formatted in
Inline XBRL.
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