CITIGROUP INC (C): director James Flanagan elected to the board

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On October 21, 2026, the Board of Directors (the Board) of Citigroup Inc. (Citigroup) elected James Flanagan as a director of Citigroup and appointed him to the Board’s Audit Committee. He will also be appointed a Board member of Citibank, N.A. Mr. Flanagan served in various roles at PricewaterhouseCoopers LLP, including serving as Chief Operating Officer and Vice Chairman from 2014 to 2021.
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The Board determined that Mr. Flanagan 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 other applicable laws, rules, and regulations. There are no family relationships between Mr. Flanagan and any officer or other director of Citigroup or any related party transactions involving Mr. Flanagan and Citigroup. There is no arrangement or understanding between Mr. Flanagan and any other person pursuant to which he was selected as a director.
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Mr. Flanagan 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 April 2, 2026.
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A copy of Citigroup’s press release relating to the election of Mr. Flanagan as a director is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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