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) June 28, 2018

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.)
388 Greenwich Street, New York, New York (Address of principal executive offices)		10013 (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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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 June 28, 2018, the Board of Directors (the Board) of Citigroup Inc. (Citigroup) elected Lew W. (Jay) Jacobs IV as a director, effective June 28, 2018. Mr. Jacobs served as the President and Managing Director at Pacific Investment Management Company LLC (PIMCO) from 2014 to 2017. In his last role prior to his promotion to President in 2014, Jay Jacobs served as Global Head of Human Resources at PIMCO. He retired from PIMCO in September 2017 after 19 years of service. He currently serves as an outside consultant to PIMCO.

The Board determined that Mr. Jacobs is 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, Mr. Jacobs was appointed to the Audit Committee, the Ethics and Culture Committee, and the Personnel and Compensation Committee.

Mr. Jacobs 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 U.S. Securities and Exchange Commission on March 15, 2018.

There are no family relationships between Mr. Jacobs and any officer or other director of Citigroup or any related party transactions involving Mr. Jacobs and Citigroup. There is no arrangement or understanding between Mr. Jacobs and any other person pursuant to which he was selected as a director. In addition, Mr. Jacobs has never been employed at Citigroup or any of its subsidiaries.

A copy of Citigroup’s press release relating to the election of Mr. Jay Jacobs as a 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 June 29, 2018.

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 2, 2018	By:	/s/ Rohan Weerasinghe
		Name: Rohan Weerasinghe Title: General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

For Immediate Release
Citigroup Inc. (NYSE: C)
June 29, 2018

Citi Board Elects Jay Jacobs to Board of Directors

NEW YORK — Citi’s Board of Directors today announced that it has elected Jay Jacobs as a new independent director, with service commencing today. Mr. Jacobs most recently served as President and Managing Director of PIMCO, a leading global investment management firm, prior to his retirement in September 2017.

Citi Chairman Michael E. O’Neill said, “We are pleased to have Jay join Citi’s Board of Directors. Not only does he have deep operational, administrative and business experience in the financial services industry, but he also brings to Citi’s Board insights gained from being an institutional investor and a client. I’m confident Jay’s perspective from these various viewpoints will prove immediately valuable to Citi.”

Mr. Jacobs had a 19-year tenure at PIMCO, serving as the firm’s President from 2014-2017. In that role, he led the firm’s operational, administrative and infrastructure areas. He also chaired PIMCO’s Global Risk Committee and served on its Executive, Compensation and Audit Committees. Prior to taking on the role of President, Mr. Jacobs served as Managing Director and Global Head of Human Resources at PIMCO, where he oversaw talent, total rewards, training and development and culture. He currently serves as an outside consultant to the firm. Mr. Jacobs also serves as a member of the Board and President of Commercial Trust Company, a family-owned community bank in Fayette, Missouri, positions he has held since 1992 and 1998, respectively.

Mr. Jacobs is a member of the Board of the Peterson Institute for International Economics in Washington, D.C., a non-profit, non-partisan research institution devoted to the study of international economic policy. He also serves as a member of the Board of Trustees of Washington University in St. Louis and is a member of the Board of Advisors of Georgetown University’s McDonough School of Business. Mr. Jacobs received his Bachelor of Arts degree in Economics from Washington University in St. Louis and his Master of Business Administration from Georgetown University.

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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

Contacts

Media:	Jennifer Lowney	(212) 793.3141
Investors:	Susan Kendall	(212) 559-2718
Fixed Income Investors:	Thomas Rogers	(212) 559-5091