Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 21, 2020, the stockholders of Citigroup Inc. (Citigroup), 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 15 million.

The 2019 Plan is described in greater detail in proposal 4 in Citigroup's Proxy Statement for the 2020 Annual Meeting of Stockholders (Proxy Statement). The Proxy Statement, which includes an appendix with a full copy of the 2019 Plan, was filed with the Securities and Exchange Commission on March 11, 2020. The descriptions of the 2019 Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2019 Plan set forth in Exhibit 10.1 to this Form 8-K.

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

Citigroup's 2020 Annual Meeting of Stockholders was held on April 21, 2020. At the meeting:

(1) 16 persons were elected to serve as directors of Citigroup;

(2) the selection of KPMG LLP to serve as the independent registered public accounting firm of Citigroup for 2020 was ratified;

(3) an advisory vote on Citigroup's 2019 executive compensation was approved;

(4) a proposal to amend to the Citigroup 2019 Stock Incentive Plan to authorize additional shares was approved;

(5) a stockholder proposal requesting an amendment to Citi's proxy access by-law provisions pertaining to the aggregation limit was not approved;

(6) a stockholder proposal requesting that the Board review Citi's governance documents and make recommendations to shareholders on how the "Purpose of a Corporation" signed by Citi's CEO can be fully implemented was not approved; and

(7) a stockholder proposal requesting a report disclosing information regarding Citi's lobbying policies and activities was not approved.

Set forth below, with respect to each such matter, are the number of votes cast for or against, the number of abstentions and the number of broker non-votes.








                               FOR          AGAINST     ABSTAINED  BROKER NON-VOTES
(1) Election of
Directors

Nominees

Michael L. Corbat         1,563,638,895    4,432,725    3,424,595    202,456,857
Ellen M. Costello         1,563,438,559    4,645,970    3,411,684    202,456,859
Grace E. Dailey           1,563,547,719    4,464,746    3,483,747    202,456,860
Barbara J. Desoer         1,553,141,218   14,905,378    3,449,619    202,456,857
John C. Dugan             1,541,906,184   26,042,239    3,547,794    202,456,855
Duncan P. Hennes          1,534,288,541   33,687,402    3,520,276    202,456,853
Peter B. Henry            1,561,946,191    4,987,202    4,562,820    202,456,859
S. Leslie Ireland         1,563,325,735    4,663,595    3,506,886    202,456,856
Lew W. (Jay) Jacobs       1,541,909,064   26,070,015    3,517,136    202,456,857
Renée J. James            1,531,388,844   36,651,635    3,455,734    202,456,859
Gary M. Reiner            1,541,985,579   26,011,547    3,499,092    202,456,854
Diana L. Taylor           1,530,728,190   37,370,160    3,397,866    202,456,856
James S. Turley           1,535,681,167   32,330,570    3,484,477    202,456,858
Deborah C. Wright         1,563,349,993    4,770,120    3,376,103    202,456,856
Alexander R. Wynaendts    1,494,330,695   73,642,629    3,522,903    202,456,845
Ernesto Zedillo Ponce     1,561,957,621    6,044,322    3,494,261    202,456,868
de Leon

(2) Ratification of
Independent Registered    1,673,464,208   98,350,751    2,138,113        N/A
Public Accounting Firm
for 2020

(3) Advisory approval
of Citi's 2019            1,438,825,917   128,732,483   3,937,815    202,456,857
Executive Compensation

(4) Proposal to amend
the Citigroup 2019
Stock Incentive Plans     1,511,411,995   57,536,478    2,547,743    202,456,856
to authorize additional
shares

(5) Stockholder
proposal requesting an
amendment to Citi's
proxy access by-law        581,494,780    985,425,478   4,575,948    202,456,866
provisions pertaining
to the aggregation
limit

(6) Stockholder
proposal requesting
that the Board adopt a
policy prohibiting the
vesting of equity-based    108,587,871   1,442,520,601 20,387,704    202,456,896
awards for senior
executives due to a
voluntary resignation
to enter government
service

(7) Stockholder
proposal requesting a
report disclosing          236,052,150   1,325,970,535  9,473,521    202,456,866
information regarding
Citi's lobbying
policies and activities

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.




Exhibit
Number

 10.1       Citigroup 2019 Stock Incentive Plan (as amended and restated as of
          April 21, 2020)
 99.01      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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