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Citigroup 8-K 2009 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) January 14, 2009
Citigroup
Inc.
(Exact
name of registrant as specified in its charter)
399 Park
Avenue, New York, New York 10043
(Address
of principal executive offices) (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:
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
January 14, 2009, the Personnel and Compensation Committee of the Board of
Directors of Citigroup Inc. (the “Committee”) made compensatory awards to
members of senior management. Chief Executive Officer Vikram Pandit,
Chairman of the Board Sir Winfried Bischoff, and Chief Financial Officer Gary
Crittenden declined to be considered for incentive or retention awards and did
not receive any of the awards described below.
The other
members of Citi’s executive committee received stock awards that vest if the
price of shares of Citigroup Inc. common stock meets specified price targets
during the next four years. Half of each individual’s award has a
price target of $17.85 and half has a price target of $10.61. These
price levels were chosen based on the conversion prices of the warrants to
purchase common stock issued by Citigroup to the U.S. Department of the Treasury
on October 28, 2008 and on December 31, 2008.
These
members of the executive committee also received premium priced stock options,
which have a 10-year term and will vest ratably over four years. Half
of each individual’s grant has an exercise price of $17.85 and the other half
has an exercise price of $10.61.
On
January 14, 2009 and January 20, 2009, awards were made under the Citigroup Inc.
Deferred Cash Award Plan for the benefit of eligible Citi employees primarily in
the U.S. and the U.K. with incentive compensation in excess of
$100,000. These awards vest ratably over a four-year period and earn
interest during the vesting period at the 90-day LIBOR rate. The
other terms of these awards are substantially the same as the terms of equity
awards made under Citi’s Capital Accumulation Plan.
On
January 20, 2009, the Committee terminated the 1999 Executive Performance Plan
(the “Plan”), effective for the 2009 compensation year. The Plan
provided for the federal income tax deduction of performance based compensation
awards under Section 162(m) of the Internal Revenue Code of 1986, as amended,
and recent changes in tax laws limiting tax deductible executive compensation
have superseded the need for the Plan.
The above
summary is qualified in its entirety by reference to the Exhibits
hereto. The complete terms of the awards described above are
contained in the Exhibits hereto, which are incorporated herein by
reference.
Item 9.01. Financial
Statements and Exhibits.
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.
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