CITIGROUP INC

For the period ended Apr 29, 2025. Filed Mar 18, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 29, 2025 · Filed Mar 18, 2025

C$119.05+0.5%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

PROXY STATEMENT HIGHLIGHTS

Voting Items Proposal 1: Election of Directors (Pages 44-64) The Board recommends you vote FOR each nominee Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm (Pages 66-67) The Board recommends you vote FOR this proposal Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation (Pages 68-111) The Board recommends you vote FOR this proposal Proposal 4: Approval of Additional Shares for the Citigroup 2019 Stock Incentive Plan (Pages 112-121) The Board recommends you vote FOR this proposal Stockholder Proposals 5-8 (Pages 122-131) The Board recommends you vote AGAINST each of the stockholder proposals

Meeting and Voting Information (For additional information, please see About the 2025 Annual Meeting starting on page 133.)

Date and Time April 29, 2025, 9:00 a.m. E.T.

Voting Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each Director nominee and one vote for each of the other proposals to be voted on.

Admission Procedures Please register to attend Citi’s 2025 Annual Meeting. Please go to the “Register for Meeting” link at www.proxyvote.com to register for the virtual meeting. Go to www.virtualshareholder meeting.com/CITI2025 to attend the virtual meeting. Please remember to submit your 16-digit control number on your proxy card or voting instruction form as well as your first and last name and your email address.

Board and Corporate Governance Highlights Citi’s Board of Directors Nominees The nominees for the Board of Directors each have the qualifications and experience to guide Citi’s strategy and oversee management’s execution of that strategic vision. Citi’s Board of Directors consists of individuals with the skills and backgrounds necessary to oversee Citi’s efforts on delivering sustainable, client-led revenue growth while operating within a complex financial and regulatory environment.
Independence
	83% of our Board Nominees are Independent.
Board Refreshment
	The average board tenure of our nominees is 8 years, and 4 nominees have served for more than 10 years. There have been 3 new Directors elected within the past 5 years.
Board Nominee Composition
Women	Minority	Based on the voluntary self-identification by our Board members, the graphs disclose the composition of the Board nominees.

Proxy Statement Highlights	11

Citi’s Board of Directors Nominees

Name and Primary Qualifications · Age · Director Since · Principal Occupation and Other Current Public Company Directorships · Citi Committees
A · CPC · E · NGP · RM · T
Titi Cole	52	2025	Former Head of Legacy Franchises, Citigroup Inc. Board: Datadog, Inc.					●	●
Ellen M. Costello	70	2016	Former President and CEO, BMO Financial Corporation, and Former U.S. Country Head, BMO Financial Group	●				●
Grace E. Dailey	64	2019	Former Senior Deputy Comptroller for Bank Supervision Policy and Chief National Bank Examiner, Office of the Comptroller of the Currency	●				●
John C. Dugan	69	2017	Chair, Citigroup Inc.	●		●	●	●
Jane N. Fraser	57	2020	Chief Executive Officer, Citigroup Inc.
Duncan P. Hennes	68	2013	Co-Founder and Partner, Atrevida Partners, LLC Board: RenaissanceRe Holdings Ltd.	●	●	●		●
Peter B. Henry	55	2015	Class of 1984 Senior Fellow, Hoover Institution, and Senior Fellow, Freeman Spogli Institute for International Studies, Stanford University Boards: Nike, Inc. and Analog Devices, Inc.		●		●
Renée J. James	60	2016	Founder, Chair and CEO, Ampere Computing	●	●	●			●
Gary M. Reiner	70	2013	Former Operating Partner, General Atlantic LLC Board: Hewlett Packard Enterprise Company		●		●		●
Diana L. Taylor	70	2009	Former Superintendent of Banks, State of New York Board: Brookfield Corporation		●	●	●
James S. Turley	69	2013	Former Chairman and CEO, Ernst & Young Boards: Emerson Electric Co., Northrop Grumman Corporation, and Precigen, Inc.	●		●		●
Casper W. von Koskull	64	2023	Former President and Group Chief Executive Officer, Nordea Bank Abp		●		●	●

Qualifications

Compensation	Human Capital Management
Corporate Governance	International Business or Economics
Environmental and Sustainability	Legal, Regulatory and Compliance
Financial Reporting	Risk Management
Financial Services	Technology, Cybersecurity and Data Management

●	committee member
●	committee chair
A	Audit
CPC	Compensation, Performance Management and Culture
E	Executive
NGP	Nomination, Governance and Public Affairs
RM	Risk Management
T	Technology

12	Proxy Statement Highlights

Stakeholder Engagement

2024 Stakeholder Engagement

Citi’s Senior Leadership, Board members, and Corporate Governance and Investor Relations teams engage a broad range of stakeholders throughout the year to help each understand Citi’s overall corporate strategy, financial and operational performance and governance practices, as well as the progress we are making on our transformation. These interactions reflect our commitment to active and transparent communication with all types of stakeholders and serves as an important channel for Citi to receive feedback.

Who we engage with:	How we engage them:	Where are they focused:
● Institutional stockholders, including portfolio managers and analysts ● Individual stockholders, including holders of retail-focused preferred shares ● Sell-side research analysts, both equity and credit ● Stewardship teams ● Fixed income investors and analysts ● Credit rating agencies ● Environmental and Sustainability rating firms ● Citi offers to meet with all stockholders who submit proposals for Citi’s annual meetings to discuss their concerns	● Quarterly earnings calls ● Inquiries to Investor Relations from both current and prospective investors ● Fireside chats and presentations at conferences ● 2024 Services Investor Day ● Small group and 1x1 investor meetings ● Proxy Roadshow ● Governance and Sustainability Roadshow ● Quarterly fixed income presentations on website ● Sustainability/Climate reports	● Financial and operational performance ● Overall progress on transformation, including risk and controls ● Recent regulatory developments ● Geopolitical uncertainty ● Current competitive landscape ● Human capital management ● Risk management ● Culture and organizational simplification ● Executive Compensation ● Board Governance

In 2024, our stakeholder engagement initiatives included:

Board Equity Investor Engagement: The Governance Team, Board Members and senior leadership conducted engagements with ~37% of our total outstanding shares in Spring 2024 ● Additional Equity Investor Engagement: Senior leadership and Investor Relations conducted 269 engagements throughout the year, including 60% of our top 50 shareholders; these shareholders represent over 42% of our common stock Ø Senior Leadership: Engaged with equity investors in 77 interactions over the year, including participation in 10 conferences Ø Investor Relations: Engaged in 192 interactions over the course of the year ● Other Engagements, including sell-side analysts, fixed income investors and rating agencies: Senior leadership and Investor Relations conducted 389 engagements throughout the year, providing ongoing dialogue and transparency across the entire investment community Ø Senior Leadership: Engaged in 30 interactions with rating agencies and fixed income investors Ø Investor Relations: 219 interactions across equity sell-side analysts and 140 across fixed income investors and rating agencies

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.