C DEF 14A DEF-14A Report April 28, 2015 | Alphaminr
CITIGROUP INC

C DEF 14A Report ended April 28, 2015

CITIGROUP INC
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TABLE OF CONTENTS
PROXY STATEMENT HIGHLIGHTSMISSION STATEMENTABOUT THE ANNUAL MEETINGHOW WE HAVE DONEAnnual ReportCORPORATE GOVERNANCECorporate Governance GuidelinesDirector IndependenceMeetings of the Board of Directors and CommitteesMeetings of Non-Management DirectorsBoard Leadership StructureBoard DiversityBoards Role in Risk OversightCommittees of the Board of DirectorsInvolvement in Certain Legal ProceedingsCertain Transactions and Relationships, Compensation Committee Interlocks, and Insider ParticipationIndebtednessBusiness Practices CommitteesCode of Ethics for Financial ProfessionalsEthics HotlineCode of ConductCommunications with the BoardSTOCK OWNERSHIPSECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEPROPOSAL 1: ELECTION OF DIRECTORSDirector Criteria and Nomination ProcessDirector QualificationsThe NomineesDirectors CompensationAUDIT COMMITTEE REPORTPROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPROPOSAL 3: ADVISORY VOTE TO APPROVE CITIS 2014 EXECUTIVE COMPENSATIONOur Shareholder EngagementCompensation Discussion and AnalysisExecutive Summary2014 Company PerformanceCitis Executive Compensation AwardsRisk and Citis Incentive Compensation ProgramsCitis Additional Executive Compensation PoliciesThe Personnel and Compensation Committee Report2014 Summary Compensation Table and Compensation InformationManagement Analysis of Potential Adverse Effects of Compensation PlansPROPOSAL 4: APPROVAL OF ADDITIONAL AUTHORIZED SHARES UNDER THE CITIGROUP 2014 STOCK INCENTIVE PLANStockholder ProposalsSubmission of Future Stockholder ProposalsCost of Annual Meeting and Proxy SolicitationHouseholdingDirections to Annual Meeting LocationANNEXESAnnex A - Additional Information Regarding Proposal 3 A-1Scorecard Glossary A-1Citigroup Non-U.S. GAAP Financial Measures Reconciliations A-3Annex B - Additional Information Regarding Proposal 4 B-1Supplemental Information on Equity Plan Grants B-1Description of the Citigroup 2014 Stock Incentive Plan B-2Certain United States Federal Income Tax Consequences B-7Equity Compensation Plan Information B-9Citigroup 2014 Stock Incentive Plan (as amended and restatedeffective April 28, 2015, subject to approval by stockholders) B-10