Citigroup (C) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 20, 2026, will be held virtually to enhance accessibility and reduce environmental impact.

• Shareholders will vote on director elections, auditor ratification, executive compensation, and additional shares for the 2019 Stock Incentive Plan.

• 2025 saw significant financial improvement, with a 70% total shareholder return, $86.4B in revenue, and $17.5B returned to shareholders.

• Major international divestitures were completed, including exits from Russia, Poland, and a staged sale of Banamex in Mexico.

• Board leadership evolved, combining CEO and Chair roles, with a Lead Independent Director empowered for robust oversight.

Voting matters and shareholder proposals

• Proposals include electing 13 directors, ratifying KPMG as auditor, advisory approval of 2025 executive compensation, and authorizing more shares for the 2019 Stock Incentive Plan.

• Board recommends voting FOR all proposals.

• No shareholder proposals will be presented, as all were withdrawn after engagement.

Board of directors and corporate governance

• 85% of board nominees are independent; average tenure is 8.7 years.

• Board composition emphasizes diversity, with 46% women and 15% minority representation.

• Board committees include Audit, Compensation, Risk Management, Technology, and Nomination/Governance.

• Board leadership structure now combines CEO and Chair roles, with a Lead Independent Director maintaining strong independent oversight.

• Annual board and committee self-evaluations and director education programs are in place.