8-K

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 4, 2013

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:

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

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

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

¨ 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 4, 2013, the Board of Directors (the “Board”) of Citigroup Inc. (“Citigroup”) increased the number of directors of the Board from 11 to 13 and elected the following outside directors, effective July 4, 2013:

· Gary M. Reiner, Operating Partner of General Atlantic LLC, a private equity firm; and

· James S. Turley, former Chairman and CEO of Ernest & Young LLC.

The Board determined that Messrs. Reiner and Turley are 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. In addition, both Mr. Reiner and Mr. Turley will join the Board of Directors of Citibank, N.A. The Board also appointed Mr. Turley to its Audit Committee, effective July 4, 2013.

Messrs. Reiner and Turley will receive compensation as non-employee directors 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 14, 2013.

There are no family relationships between Messrs. Reiner or Turley and any officer or other director of Citigroup or any related party transactions involving Messrs. Reiner or Turley and Citigroup. There is no arrangement or understanding between Messrs. Reiner or Turley and any other person pursuant to which either of them was selected as a director.

A copy of Citigroup’s press release relating to the appointments of Messrs. Reiner and Turley as directors 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 8, 2013.

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 8, 2013
	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 8, 2013.

EX-99.1

 

For Immediate Release

Citigroup Inc. (NYSE: C)

July 8, 2013

Citi Board Elects Gary M. Reiner and James S. Turley to Board of Directors

NEW YORK - Citi's Board of Directors today announced that it has elected Gary M. Reiner and James S. Turley as new independent directors. Both Mr. Reiner and Mr. Turley also will join the Board of Directors of Citibank, NA. Mr. Reiner is the Operating Partner at General Atlantic LLC, and Mr. Turley is the former Chairman and Chief Executive Officer of Ernst & Young.

"We are pleased to have Jim Turley and Gary Reiner join Citi’s Board of Directors,” said Michael E. O’Neill, Chairman of the Board of Directors of Citi. “Mr. Turley’s extensive background at Ernst & Young and his leadership in the field of auditing make him an excellent addition to the Board and specifically to our Audit Committee. Mr. Reiner brings a deep wealth of experience from his time at a leading global corporation and will lend his expertise to key priorities across the company including increasing productivity and helping to oversee important initiatives in our Operations and Technology functions. Both of these new directors will bring considerable insight to the Board as Citi continues to leverage its unmatched global strengths.”

Gary M. Reiner

Mr. Reiner has been the Operating Partner of General Atlantic LLC since 2010. Prior to joining General Atlantic, Mr. Reiner was the Senior Vice President and Chief Information Officer of General Electric Company, a position he held since 1996. He joined GE as Vice President, Corporate and Business Development. Prior to GE, Mr. Reiner was with The Boston Consulting Group Inc. where he was a partner. He is a member of the Board of Directors of Hewlett-Packard Company. Mr. Reiner has a Bachelor of Arts from Harvard University and an MBA from Harvard Business School.

James S. Turley

Mr. Turley is the former Chairman and Chief Executive Officer of Ernst & Young. He led the firm from 2001 until his recent retirement. Mr. Turley joined Ernst & Young in 1977 and held various positions there until being named Regional Managing Partner for the Upper Midwest in 1994 and for New York in 1998. He was named Deputy Chairman in 2000 and Chairman in 2001. Mr. Turley earned Bachelor of Arts and Masters of Accounting degrees from Rice University.

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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://new.citi.com | Facebook: www.facebook.com/citi | LinkedIn: www.linkedin.com/company/citi

Media Contact:	Shannon Bell	(212) 793-6206
Investors:	Susan Kendall	(212) 559-2718
Fixed Income Investors:	Peter Kapp	(212) 559-5091

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