Form 8-K CITIGROUP INC For: Jul 13

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) July 13, 2015

 

Citigroup Inc.

(Exact name of registrant as specified in its charter)

 

Delaware	1-9924	52-1568099
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
399 Park Avenue, New York, New York (Address of principal executive offices)		10022 (Zip Code)

 

(212) 559-1000

(Registrant's telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

  

 

 

CITIGROUP INC.

Current Report on Form 8-K

 

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

 

On July 13, 2015, the Board of Directors (the “Board”) of Citigroup Inc. (“Citigroup”) elected Eugene M. McQuade as a non-employee director, effective July 13, 2015. Mr. McQuade served as Chief Executive Officer of Citibank, N.A., Citigroup’s largest banking subsidiary, from July 2009 to March 31, 2014, and as Vice Chairman of Citigroup, from April 1, 2014 to May 1, 2015. Mr. McQuade is also the Chairman of the Board of XL Group. Prior to his service at Citibank and Citigroup, he served in various executive positions at Bank of America, FleetBoston Financial, and Merrill Lynch.

 

Since Mr. McQuade served as the former CEO of Citibank and as Vice Chairman of Citigroup, the Board determined that Mr. McQuade is not 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 all other applicable laws, rules and regulations. Mr. McQuade will continue to serve as a director of Citibank and he will serve on Citigroup’s and Citibank’s Risk Management Committees.

 

Mr. McQuade 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 Securities and Exchange Commission on March 18, 2015. Mr. McQuade received compensation from Citigroup in 2015 for his service as Vice Chairman in the form of a base salary. The amount of base salary paid to him for his service from January 1, 2015 to May 1, 2015 was $172,602.72. In addition, he was eligible for benefits under broad-based plans on the same terms as Citigroup employees generally. There are no family relationships between Mr. McQuade and any officer or other director of Citigroup. There is no arrangement or understanding between Mr. McQuade and any other person pursuant to which he was selected as a director.

 

A copy of Citigroup’s press release relating to the appointment of Mr. McQuade as 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

 

The following exhibit is furnished as part of this Current Report on Form 8-K:

 

Exhibit Number
99.1	Citigroup’s Press Release dated July 13, 2015.

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		CITIGROUP INC.
Dated: July 15, 2015
	By:	/s/ Rohan Weerasinghe
		Name: Rohan Weerasinghe Title: General Counsel and Corporate Secretary

   

 

 

 

EXHIBIT INDEX

 

Exhibit Number
99.1	Citigroup’s Press Release dated July 13, 2015.

 

 

 

 

Exhibit 99.1

 

 

For Immediate Release

Citigroup Inc. (NYSE: C)

July 13, 2015

 

Citi Board Elects Eugene M. McQuade to Board of Directors

 

New York – Citi’s Board of Directors today announced that it has elected Eugene M. McQuade as a new non-executive director, effective immediately. Mr. McQuade is the former CEO of Citibank, N.A. and former Vice Chairman of Citigroup and is currently the Chairman of the Board of XL Group.

 

“We are pleased to have Gene McQuade join us on the Citigroup board,” said Citi Chairman Michael E. O’Neill. “Not only does Gene bring a wealth of expertise from his deep experience in banking, but he also offers continuity of knowledge in the capital planning process which has become so central to our business planning.”

 

“When we called upon Gene to delay his retirement to help guide our capital planning process this past year, he took on that role with characteristic poise and professionalism,” said Citi CEO Michael Corbat. “We look forward to continuing to have his wise counsel in this capacity.”

 

Mr. McQuade was elected Vice Chairman of Citigroup in April 2014 with responsibility for overseeing stress testing and capital planning until his retirement in May 2015. From 2009 to 2014 he was Chief Executive Officer of Citibank, N.A. with responsibility for corporate governance and franchise management in 101 countries around the globe. He also had operating responsibility for Citi Holdings and Citi’s business in Japan. Mr. McQuade previously had responsibility for Citigroup’s Audit and Compliance functions. He was a member of Citigroup's Operating Committee and serves on the Board of Citibank, N.A.

 

Previously, Mr. McQuade served as Vice Chairman and President of Merrill Lynch Banks (U.S.). Prior to joining Merrill, he served for three years (2004-2007) as President and Chief Operating Officer and a Director of Freddie Mac. Previously, he had been President of Bank of America, helping to bring about the 2004 merger between that company and FleetBoston Financial, where he also served as President and Chief Operating Officer.

 

Before working at Fleet, Mr. McQuade served as Executive Vice President and Controller at Manufacturers Hanover Corp., a predecessor of J.P. Morgan Chase. He began his career at KPMG Peat Marwick in New York.

 

Mr. McQuade is a Certified Public Accountant, earning a degree in accounting from St. Bonaventure University, of which he was a Trustee and was awarded an honorary Doctorate in 2013. He is a Trustee to The Boys & Girls Club of America and the American Ireland Fund as well as a Director of Catholic Charities in New York. Mr. McQuade has served on the Boards of Directors of Merrill Lynch Banks, Bank of America and FleetBoston.

 

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About Citi
Citi, the leading global bank, has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Citi provides consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, transaction services, and wealth management.

 

Additional information may be found at www.citigroup.com | Twitter: @Citi | YouTube: www.youtube.com/citi | Blog: http://blog.citigroup.com | Facebook: www.facebook.com/citi | LinkedIn: www.linkedin.com/company/citi

 

Media Contacts:          Jennifer Lowney          (212) 793-3141

 

 

 

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