0001144204-15-034420.txt : 20150529 0001144204-15-034420.hdr.sgml : 20150529 20150529154520 ACCESSION NUMBER: 0001144204-15-034420 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150528 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150529 DATE AS OF CHANGE: 20150529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP INC CENTRAL INDEX KEY: 0000831001 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521568099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09924 FILM NUMBER: 15899284 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS GROUP INC DATE OF NAME CHANGE: 19950519 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS INC DATE OF NAME CHANGE: 19940103 FORMER COMPANY: FORMER CONFORMED NAME: PRIMERICA CORP /NEW/ DATE OF NAME CHANGE: 19920703 8-K 1 v412031_8k.htm FORM 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) May 28, 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:

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.

As previously announced, Manuel Medina-Mora, Citi Co-President, CEO of Global Consumer Banking and a named executive officer of Citigroup Inc., will retire from Citi employment on June 1, 2015 and will become the nonexecutive Chairman of the Board of Directors of Grupo Financiero Banamex, S.A. de C.V. and of Banco Nacional de Mexico, S.A. (Banamex) (together, the Banamex Boards). On May 28, 2015, the Personnel and Compensation Committee of the Board of Directors of Citigroup Inc. approved annual fees of $250,000 for Mr. Medina-Mora’s service on the Banamex Boards. Administrative and security services necessary for Mr. Medina-Mora’s Banamex Board service will also be provided.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

10.1	Letter Agreement regarding Banamex Board Service.

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: May 29, 2015
	By:	/s/ Rohan Weerasinghe Rohan Weerasinghe General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit Number
10.1	Letter Agreement regarding Banamex Board Service.

EX-10.1 2 v412031_ex10-1.htm EXHIBIT 10.1

EXHIBIT 10.1

May 28, 2015

Mr. Manuel Medina-Mora

Citigroup Inc.

399 Park Avenue

New York, New York 10043

Re: Banamex Board Service

Dear Manuel,

As announced earlier this year, you have agreed to become the nonexecutive Chairman of the Board of Directors of Grupo Financiero Banamex, S.A. de C.V. (Grupo) and of Banco Nacional de Mexico, S.A. (Banamex) (together, the Boards) immediately following your retirement from Citigroup on June 1, 2015. You will be paid by Grupo and/or Banamex for your services as Chairman of the Boards at the rate of USD$250,000 per year (less applicable taxes); this fee compensates you for service on both Boards including any Board committee service. The fee will be prorated on a monthly basis for partial years of service, and is payable in monthly installments in Mexican pesos using the fixed exchange rate established by the Boards for Board fees, which currently is Ps$15 (Mexican pesos) per U.S. dollar through the date of the annual shareholders’ meetings of Grupo and Banamex to be held in 2016. To enable you to perform these services, you will have access to an office and an administrative assistant in a Banamex office building for your tenure as Chairman of the Boards. You and your spouse (together, your household) will also be provided with security as considered necessary by Citi’s Global Head of Security and Investigative Services for your tenure as Chairman of the Boards.

Sincerely,

_/s/ J. Michael Murray __________	/s/Ernesto Torres Cantu
J. Michael Murray	Ernesto Torres Cantu
Head of Human Resources	Director General
Citigroup Inc.	Grupo Financiero Banamex, S.A. de C.V.
	Banco Nacional de Mexico, S.A.

Acknowledged and Agreed:

By:_/s/ Manuel Medina-Mora

Manuel Medina-Mora