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CITIGROUP INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and CITIGROUP INC.’s Form 8-K, filed May 2, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 22Reported items
  • 1,201Asset managers
  • 23,812Fund votes
  • April 30, 2024Meeting date

Results at a glance

Meeting of April 30, 2024: 21 items on CITIGROUP INC.’s Form 8-K, filed May 2, 2024: 21 without a stated outcome.

Material dissent

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore CITIGROUP INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by CITIGROUP INC.

These tallies are CITIGROUP INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 2, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

CITIGROUP INC. — official shareholder meeting results, meeting held April 30, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Ellen M. Costello 1,349,849,48317,693,9792,320,739 --206,407,982 99%Not verified—
Elect Director: Grace E. Dailey 1,349,836,25217,677,1302,350,819 --206,407,982 99%Not verified—
Elect Director: Barbara J. Desoer 1,359,033,0228,373,5912,457,588 --206,407,982 99.3%Not verified—
Elect Director: John C. Dugan 1,324,847,08242,782,4632,234,656 --206,407,982 97%Not verified—
Elect Director: Jane N. Fraser 1,356,174,29311,734,1571,955,751 --206,407,982 99.1%Not verified—
Elect Director: Duncan P. Hennes 1,323,686,73043,861,7972,315,674 --206,407,982 97%Not verified—
Elect Director: Peter B. Henry 1,333,645,65733,945,2502,273,294 --206,407,982 98%Not verified—
Elect Director: S. Leslie Ireland 1,359,463,7138,056,0042,344,484 --206,407,982 99.4%Not verified—
Ren é e J. James 1,306,191,57861,215,0722,457,551 --206,407,982 96%Not verified—
Elect Director: Gary M. Reiner 1,324,007,87043,522,6422,333,689 --206,407,982 97%Not verified—
Elect Director: Diana L. Taylor 1,308,864,20558,545,5622,454,434 --206,407,982 96%Not verified—
Elect Director: James S. Turley 1,315,013,95152,564,9362,285,314 --206,407,982 96%Not verified—
Elect Director: Casper W. von Koskull 1,336,709,37430,867,0802,287,747 --206,407,982 98%Not verified—
(2) Ratification of KPMG as Citi's Independent Registered Public Accountants for 2024 1,493,629,47080,772,0831,870,630 ---- 95%Not verified—
(3) Advisory vote to approve our 2023 Executive Compensation 1,274,061,60892,445,8623,356,731 --206,407,982 93%Not verified—
(4) Proposal to approve additional shares for, and a term extension and restatement of, the Citigroup 2019 Stock Incentive Plan 973,996,443393,154,7712,712,987 --206,407,982 71%Not verified—
(5) Stockholder proposal requesting an Independent Board Chairman policy 216,226,7691,149,937,4153,700,017 --206,407,982 16%Not verified—
(6) Stockholder proposal requesting a report on the effectiveness of Citi's policies and practices in respecting Indigenous Peoples' rights in Citi's existing and proposed financing 356,291,222997,477,42316,095,556 --206,407,982 26%Not verified—
(8) Stockholder proposal requesting a report to shareholders on the risks created by the Company's diversity, equity, and inclusion efforts 15,896,4381,337,749,79116,217,972 --206,407,982 1%Not verified—
(9) Stockholder proposal requesting a report on risks of politicized de-banking 23,535,8291,327,000,45019,327,922 --206,407,982 2%Not verified—
(10) Stockholder proposal requesting a report disclosing the Board's oversight regarding the material risks associated with animal welfare 104,914,6901,244,561,62020,387,891 --206,407,982 8%Not verified—

Source: CITIGROUP INC., Form 8-K, filed with the SEC on May 2, 2024 — read the filing on EDGAR.

How asset managers voted at the CITIGROUP INC. 2023-2024 meeting

Each item below shows how the 1,201 asset managers that disclosed a CITIGROUP INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of CITIGROUP INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Elect Director: Ellen M. Costello

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 1,349,849,483AGAINST: 17,693,979
Details: description as filed, official tally, votes by 197 asset managers

Description as filed by funds: Proposal to elect 13 Directors: Ellen M. Costello

CITIGROUP INC.’s own tally for this item (“Elect Director: Ellen M. Costello”): 1,349,849,483 for, 17,693,979 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 495,775,126 for, 26,009 against, 102,991 abstained, 20 unknown.

FOR
FOR: 495,775,126AGAINST: 26,009ABSTAIN: 102,991UNKNOWN: 20
Largest asset managers voting on “Proposal to elect 13 Directors: Ellen M. Costello” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard176,867,2870 00For
BlackRock60,159,5228,502 00For
Fidelity53,263,4720 00For
State Street19,637,575872 00For
MFS15,083,0780 00For
Charles Schwab14,288,0670 00For
TIAA11,785,6430 00For
T. Rowe Price11,696,0800 00For
Invesco9,920,0510 00For
Columbia Threadneedle9,530,5790 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,019,2000 00For
Capital Group7,900,4850 00For
Dimensional7,440,5910 00For
Thornburg6,761,7620 00For
JPMorgan5,294,3640 00For
Brighthouse4,310,8930 95,9420For
Investment Managers Series Trust III4,108,9920 00For
John Hancock3,435,0700 00For
First Trust3,387,4560 00For
Jackson National3,258,8300 00For
MASTER INVESTMENT PORTFOLIO2,994,3740 00For
Neuberger Berman2,587,4170 00For
Prudential/PGIM2,364,4060 00For
Equitable2,230,0920 00For
SEI2,116,1360 00For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

2. Elect Director: Grace E. Dailey

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 1,349,836,252AGAINST: 17,677,130
Details: description as filed, official tally, votes by 197 asset managers

Description as filed by funds: Proposal to elect 13 Directors: Grace E. Dailey

CITIGROUP INC.’s own tally for this item (“Elect Director: Grace E. Dailey”): 1,349,836,252 for, 17,677,130 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 495,775,125 for, 26,007 against, 102,994 abstained, 20 unknown.

FOR
FOR: 495,775,125AGAINST: 26,007ABSTAIN: 102,994UNKNOWN: 20
Largest asset managers voting on “Proposal to elect 13 Directors: Grace E. Dailey” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard176,867,2870 00For
BlackRock60,159,5228,502 00For
Fidelity53,263,4720 00For
State Street19,637,575872 00For
MFS15,083,0780 00For
Charles Schwab14,288,0670 00For
TIAA11,785,6430 00For
T. Rowe Price11,696,0800 00For
Invesco9,920,0510 00For
Columbia Threadneedle9,530,5790 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,019,2000 00For
Capital Group7,900,4850 00For
Dimensional7,440,5910 00For
Thornburg6,761,7620 00For
JPMorgan5,294,3640 00For
Brighthouse4,310,8930 95,9420For
Investment Managers Series Trust III4,108,9920 00For
John Hancock3,435,0700 00For
First Trust3,387,4560 00For
Jackson National3,258,8300 00For
MASTER INVESTMENT PORTFOLIO2,994,3740 00For
Neuberger Berman2,587,4170 00For
Prudential/PGIM2,364,4060 00For
Equitable2,230,0920 00For
SEI2,116,1360 00For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

3. Elect Director: Barbara J. Desoer

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%
FOR: 1,359,033,022AGAINST: 8,373,591
Details: description as filed, official tally, votes by 197 asset managers

Description as filed by funds: Proposal to elect 13 Directors: Barbara J. Desoer

CITIGROUP INC.’s own tally for this item (“Elect Director: Barbara J. Desoer”): 1,359,033,022 for, 8,373,591 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 495,775,897 for, 25,225 against, 103,004 abstained, 20 unknown.

FOR
FOR: 495,775,897AGAINST: 25,225ABSTAIN: 103,004UNKNOWN: 20
Largest asset managers voting on “Proposal to elect 13 Directors: Barbara J. Desoer” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard176,867,2870 00For
BlackRock60,159,5228,502 00For
Fidelity53,263,4720 00For
State Street19,637,575872 00For
MFS15,083,0780 00For
Charles Schwab14,288,0670 00For
TIAA11,785,6430 00For
T. Rowe Price11,696,0800 00For
Invesco9,920,0510 00For
Columbia Threadneedle9,530,5790 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,019,2000 00For
Capital Group7,900,4850 00For
Dimensional7,440,5910 00For
Thornburg6,761,7620 00For
JPMorgan5,294,3640 00For
Brighthouse4,310,8930 95,9420For
Investment Managers Series Trust III4,108,9920 00For
John Hancock3,435,0700 00For
First Trust3,387,4560 00For
Jackson National3,258,8300 00For
MASTER INVESTMENT PORTFOLIO2,994,3740 00For
Neuberger Berman2,587,4170 00For
Prudential/PGIM2,364,4060 00For
Equitable2,230,0920 00For
SEI2,116,1360 00For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

4. Elect Director: John C. Dugan

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 1,324,847,082AGAINST: 42,782,463
Details: description as filed, official tally, votes by 197 asset managers

Description as filed by funds: Proposal to elect 13 Directors: John C. Dugan

CITIGROUP INC.’s own tally for this item (“Elect Director: John C. Dugan”): 1,324,847,082 for, 42,782,463 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 495,193,430 for, 601,486 against, 102,985 abstained, 20 unknown.

FOR
FOR: 495,193,430AGAINST: 601,486ABSTAIN: 102,985UNKNOWN: 20
Largest asset managers voting on “Proposal to elect 13 Directors: John C. Dugan” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard176,867,2870 00For
BlackRock60,144,48823,536 00For
Fidelity53,263,4720 00For
State Street19,636,2232,224 00For
MFS15,083,0780 00For
Charles Schwab14,288,0670 00For
TIAA11,785,6430 00For
T. Rowe Price11,696,0800 00For
Invesco9,920,0510 00For
Columbia Threadneedle9,530,5790 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,019,2000 00For
Capital Group7,900,4850 00For
Dimensional7,440,5910 00For
Thornburg6,761,7620 00For
JPMorgan5,294,3640 00For
Brighthouse4,310,8930 95,9420For
Investment Managers Series Trust III4,108,9920 00For
John Hancock3,435,0700 00For
First Trust3,387,4560 00For
Jackson National3,258,8300 00For
MASTER INVESTMENT PORTFOLIO2,994,3740 00For
Neuberger Berman2,587,4170 00For
Prudential/PGIM2,364,4060 00For
Equitable2,230,0920 00For
SEI2,116,1360 00For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

5. Elect Director: Jane N. Fraser

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%
FOR: 1,356,174,293AGAINST: 11,734,157
Details: description as filed, official tally, votes by 197 asset managers

Description as filed by funds: Proposal to elect 13 Directors: Jane N. Fraser

CITIGROUP INC.’s own tally for this item (“Elect Director: Jane N. Fraser”): 1,356,174,293 for, 11,734,157 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 495,745,324 for, 49,612 against, 102,966 abstained, 20 unknown.

FOR
FOR: 495,745,324AGAINST: 49,612ABSTAIN: 102,966UNKNOWN: 20
Largest asset managers voting on “Proposal to elect 13 Directors: Jane N. Fraser” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard176,867,2870 00For
BlackRock60,159,5228,502 00For
Fidelity53,263,4720 00For
State Street19,637,575872 00For
MFS15,083,0780 00For
Charles Schwab14,288,0670 00For
TIAA11,785,6430 00For
T. Rowe Price11,696,0800 00For
Invesco9,920,0510 00For
Columbia Threadneedle9,530,5790 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,019,2000 00For
Capital Group7,900,4850 00For
Dimensional7,440,5910 00For
Thornburg6,761,7620 00For
JPMorgan5,294,3640 00For
Brighthouse4,310,8930 95,9420For
Investment Managers Series Trust III4,108,9920 00For
John Hancock3,435,0700 00For
First Trust3,387,4560 00For
Jackson National3,258,8300 00For
MASTER INVESTMENT PORTFOLIO2,994,3740 00For
Neuberger Berman2,587,4170 00For
Prudential/PGIM2,364,4060 00For
Equitable2,230,0920 00For
SEI2,116,1360 00For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

6. Elect Director: Duncan P. Hennes

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 1,323,686,730AGAINST: 43,861,797
Details: description as filed, official tally, votes by 197 asset managers

Description as filed by funds: Proposal to elect 13 Directors: Duncan P. Hennes

CITIGROUP INC.’s own tally for this item (“Elect Director: Duncan P. Hennes”): 1,323,686,730 for, 43,861,797 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 495,713,684 for, 87,251 against, 102,991 abstained, 220 unknown.

FOR
FOR: 495,713,684AGAINST: 87,251ABSTAIN: 102,991UNKNOWN: 220
Largest asset managers voting on “Proposal to elect 13 Directors: Duncan P. Hennes” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard176,867,2870 00For
BlackRock60,159,5228,502 00For
Fidelity53,263,4720 00For
State Street19,637,575872 00For
MFS15,083,0780 00For
Charles Schwab14,288,0670 00For
TIAA11,785,6430 00For
T. Rowe Price11,696,0800 00For
Invesco9,920,0510 00For
Columbia Threadneedle9,530,5790 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,019,2000 00For
Capital Group7,900,4850 00For
Dimensional7,440,5910 00For
Thornburg6,761,7620 00For
JPMorgan5,294,3640 00For
Brighthouse4,310,8930 95,9420For
Investment Managers Series Trust III4,108,9920 00For
John Hancock3,435,0700 00For
First Trust3,387,4560 00For
Jackson National3,258,8300 00For
MASTER INVESTMENT PORTFOLIO2,994,3740 00For
Neuberger Berman2,587,4170 00For
Prudential/PGIM2,364,4060 00For
Equitable2,230,0920 00For
SEI2,116,1360 00For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

7. Elect Director: Peter B. Henry

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 1,333,645,657AGAINST: 33,945,250
Details: description as filed, official tally, votes by 197 asset managers

Description as filed by funds: Proposal to elect 13 Directors: Peter B. Henry

CITIGROUP INC.’s own tally for this item (“Elect Director: Peter B. Henry”): 1,333,645,657 for, 33,945,250 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 495,231,030 for, 563,886 against, 102,986 abstained, 20 unknown.

FOR
FOR: 495,231,030AGAINST: 563,886ABSTAIN: 102,986UNKNOWN: 20
Largest asset managers voting on “Proposal to elect 13 Directors: Peter B. Henry” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard176,867,2870 00For
BlackRock60,144,48823,536 00For
Fidelity53,263,4720 00For
State Street19,636,2232,224 00For
MFS15,083,0780 00For
Charles Schwab14,288,0670 00For
TIAA11,785,6430 00For
T. Rowe Price11,696,0800 00For
Invesco9,920,0510 00For
Columbia Threadneedle9,530,5790 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,019,2000 00For
Capital Group7,900,4850 00For
Dimensional7,440,5910 00For
Thornburg6,761,7620 00For
JPMorgan5,294,3640 00For
Brighthouse4,310,8930 95,9420For
Investment Managers Series Trust III4,108,9920 00For
John Hancock3,435,0700 00For
First Trust3,387,4560 00For
Jackson National3,258,8300 00For
MASTER INVESTMENT PORTFOLIO2,994,3740 00For
Neuberger Berman2,587,4170 00For
Prudential/PGIM2,364,4060 00For
Equitable2,230,0920 00For
SEI2,116,1360 00For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

8. Elect Director: S. Leslie Ireland

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 1,359,463,713AGAINST: 8,056,004
Details: description as filed, official tally, votes by 197 asset managers

Description as filed by funds: Proposal to elect 13 Directors: S. Leslie Ireland

CITIGROUP INC.’s own tally for this item (“Elect Director: S. Leslie Ireland”): 1,359,463,713 for, 8,056,004 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 495,775,919 for, 25,214 against, 102,993 abstained, 20 unknown.

FOR
FOR: 495,775,919AGAINST: 25,214ABSTAIN: 102,993UNKNOWN: 20
Largest asset managers voting on “Proposal to elect 13 Directors: S. Leslie Ireland” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard176,867,2870 00For
BlackRock60,159,5228,502 00For
Fidelity53,263,4720 00For
State Street19,637,575872 00For
MFS15,083,0780 00For
Charles Schwab14,288,0670 00For
TIAA11,785,6430 00For
T. Rowe Price11,696,0800 00For
Invesco9,920,0510 00For
Columbia Threadneedle9,530,5790 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,019,2000 00For
Capital Group7,900,4850 00For
Dimensional7,440,5910 00For
Thornburg6,761,7620 00For
JPMorgan5,294,3640 00For
Brighthouse4,310,8930 95,9420For
Investment Managers Series Trust III4,108,9920 00For
John Hancock3,435,0700 00For
First Trust3,387,4560 00For
Jackson National3,258,8300 00For
MASTER INVESTMENT PORTFOLIO2,994,3740 00For
Neuberger Berman2,587,4170 00For
Prudential/PGIM2,364,4060 00For
Equitable2,230,0920 00For
SEI2,116,1360 00For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

9. Elect Director: Gary M. Reiner

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 1,324,007,870AGAINST: 43,522,642
Details: description as filed, official tally, votes by 197 asset managers

Description as filed by funds: Proposal to elect 13 Directors: Gary M. Reiner

CITIGROUP INC.’s own tally for this item (“Elect Director: Gary M. Reiner”): 1,324,007,870 for, 43,522,642 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 495,182,883 for, 600,146 against, 102,992 abstained, 220 unknown.

FOR
FOR: 495,182,883AGAINST: 600,146ABSTAIN: 102,992UNKNOWN: 220
Largest asset managers voting on “Proposal to elect 13 Directors: Gary M. Reiner” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard176,867,2870 00For
BlackRock60,144,48823,536 00For
Fidelity53,263,4720 00For
State Street19,636,2232,224 00For
MFS15,083,0780 00For
Charles Schwab14,288,0670 00For
TIAA11,785,6430 00For
T. Rowe Price11,696,0800 00For
Invesco9,920,0510 00For
Columbia Threadneedle9,530,5790 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,019,2000 00For
Capital Group7,900,4850 00For
Dimensional7,440,5910 00For
Thornburg6,761,7620 00For
JPMorgan5,294,3640 00For
Brighthouse4,310,8930 95,9420For
Investment Managers Series Trust III4,108,9920 00For
John Hancock3,435,0700 00For
First Trust3,387,4560 00For
Jackson National3,258,8300 00For
MASTER INVESTMENT PORTFOLIO2,994,3740 00For
Neuberger Berman2,587,4170 00For
Prudential/PGIM2,364,4060 00For
Equitable2,230,0920 00For
SEI2,116,1360 00For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

10. Elect Director: Diana L. Taylor

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 1,308,864,205AGAINST: 58,545,562
Details: description as filed, official tally, votes by 197 asset managers

Description as filed by funds: Proposal to elect 13 Directors: Diana L. Taylor

CITIGROUP INC.’s own tally for this item (“Elect Director: Diana L. Taylor”): 1,308,864,205 for, 58,545,562 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 494,030,157 for, 1,759,287 against, 103,002 abstained, 20 unknown.

FOR
FOR: 494,030,157AGAINST: 1,759,287ABSTAIN: 103,002UNKNOWN: 20
Largest asset managers voting on “Proposal to elect 13 Directors: Diana L. Taylor” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard176,867,2870 00For
BlackRock60,144,48823,536 00For
Fidelity53,263,4720 00For
State Street19,635,4582,989 00For
MFS15,083,0780 00For
Charles Schwab14,288,0670 00For
TIAA11,785,6430 00For
T. Rowe Price11,696,0800 00For
Invesco9,920,0510 00For
Columbia Threadneedle9,530,5790 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,019,2000 00For
Capital Group7,900,4850 00For
Dimensional7,440,5910 00For
Thornburg6,761,7620 00For
JPMorgan5,294,3640 00For
Brighthouse4,310,8930 95,9420For
Investment Managers Series Trust III4,108,9920 00For
John Hancock3,435,0700 00For
First Trust3,387,4560 00For
Jackson National3,258,8300 00For
MASTER INVESTMENT PORTFOLIO2,994,3740 00For
Neuberger Berman2,587,4170 00For
Prudential/PGIM2,364,4060 00For
Equitable2,230,0920 00For
SEI2,116,1360 00For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

11. Elect Director: James S. Turley

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 1,315,013,951AGAINST: 52,564,936
Details: description as filed, official tally, votes by 197 asset managers

Description as filed by funds: Proposal to elect 13 Directors: James S. Turley

CITIGROUP INC.’s own tally for this item (“Elect Director: James S. Turley”): 1,315,013,951 for, 52,564,936 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 495,466,216 for, 323,041 against, 102,989 abstained, 220 unknown.

FOR
FOR: 495,466,216AGAINST: 323,041ABSTAIN: 102,989UNKNOWN: 220
Largest asset managers voting on “Proposal to elect 13 Directors: James S. Turley” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard176,867,2870 00For
BlackRock60,159,5228,502 00For
Fidelity53,263,4720 00For
State Street19,637,575872 00For
MFS15,083,0780 00For
Charles Schwab14,288,0670 00For
TIAA11,785,6430 00For
T. Rowe Price11,696,0800 00For
Invesco9,920,0510 00For
Columbia Threadneedle9,530,5790 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,019,2000 00For
Capital Group7,900,4850 00For
Dimensional7,440,5910 00For
Thornburg6,761,7620 00For
JPMorgan5,294,3640 00For
Brighthouse4,310,8930 95,9420For
Investment Managers Series Trust III4,108,9920 00For
John Hancock3,371,58163,489 00For
First Trust3,387,4560 00For
Jackson National3,258,8300 00For
MASTER INVESTMENT PORTFOLIO2,994,3740 00For
Neuberger Berman2,587,4170 00For
Prudential/PGIM2,364,4060 00For
Equitable2,230,0920 00For
SEI2,116,1360 00For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

12. Elect Director: Casper W. von Koskull

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 1,336,709,374AGAINST: 30,867,080
Details: description as filed, official tally, votes by 197 asset managers

Description as filed by funds: Proposal to elect 13 Directors: Casper W. von Koskull

CITIGROUP INC.’s own tally for this item (“Elect Director: Casper W. von Koskull”): 1,336,709,374 for, 30,867,080 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 495,201,141 for, 588,317 against, 102,988 abstained, 20 unknown.

FOR
FOR: 495,201,141AGAINST: 588,317ABSTAIN: 102,988UNKNOWN: 20
Largest asset managers voting on “Proposal to elect 13 Directors: Casper W. von Koskull” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard176,867,2870 00For
BlackRock60,144,48823,536 00For
Fidelity53,263,4720 00For
State Street19,636,2232,224 00For
MFS15,083,0780 00For
Charles Schwab14,288,0670 00For
TIAA11,785,6430 00For
T. Rowe Price11,696,0800 00For
Invesco9,920,0510 00For
Columbia Threadneedle9,530,5790 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,019,2000 00For
Capital Group7,900,4850 00For
Dimensional7,440,5910 00For
Thornburg6,761,7620 00For
JPMorgan5,294,3640 00For
Brighthouse4,310,8930 95,9420For
Investment Managers Series Trust III4,108,9920 00For
John Hancock3,435,0700 00For
First Trust3,387,4560 00For
Jackson National3,258,8300 00For
MASTER INVESTMENT PORTFOLIO2,994,3740 00For
Neuberger Berman2,587,4170 00For
Prudential/PGIM2,364,4060 00For
Equitable2,230,0920 00For
SEI2,116,1360 00For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

13. (5) Stockholder proposal requesting an Independent Board Chairman policy

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 11 wordings of this item as funds reported it.

16% Majority: no · of votes cast

FOR 16%AGAINST
FOR: 216,226,769AGAINST: 1,149,937,415
Details: description as filed, official tally, votes by 193 asset managers

Description as filed by funds: Stockholder proposal requesting an Independent Board Chairman policy.

CITIGROUP INC.’s own tally for this item (“(5) Stockholder proposal requesting an Independent Board Chairman policy”): 216,226,769 for, 1,149,937,415 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was not more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 16% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 193 asset managers below reported 27,632,572 for, 404,619,125 against, 97,500 abstained, 20 unknown.

AGAINST
FOR: 27,632,572AGAINST: 404,619,125ABSTAIN: 97,500UNKNOWN: 20
Largest asset managers voting on “Stockholder proposal requesting an Independent Board Chairman policy.” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard2,641,464174,225,823 00Against
Fidelity053,263,472 00Against
State Street5,61019,632,837 00Against
MFS015,083,078 00Against
Charles Schwab014,288,067 00Against
TIAA011,785,643 00Against
T. Rowe Price011,696,080 00Against
Invesco9,920,0510 00For
Columbia Threadneedle09,530,579 00Against
HARRIS ASSOCIATES INVESTMENT TRUST08,019,200 00Against
Capital Group07,900,485 00Against
Dimensional07,440,591 00Against
Thornburg06,761,762 00Against
JPMorgan05,294,364 00Against
Brighthouse2,654,5971,626,563 95,9420Mixed
Investment Managers Series Trust III04,108,992 00Against
John Hancock1,506,0851,928,985 00Mixed
First Trust03,387,456 00Against
Jackson National150,0003,108,830 00Against
Neuberger Berman02,587,417 00Against
Prudential/PGIM02,364,406 00Against
Equitable85,6922,144,400 00Against
SEI41,3372,074,799 00Against
Victory Capital2,071,2903,989 00For
Parnassus1,922,0870 00For

Showing the 25 largest of 193 asset managers. See all 193 in the interactive database.

14. Proposal to elect 13 Directors: Renee J. James

No official matchDIRECTOR ELECTIONS

Combines 8 wordings of this item as funds reported it.

97% of fund votes cast · no official result

FOR
Details: votes by 188 asset managers

The 188 asset managers below reported 476,048,514 for, 15,566,383 against, 103,004 abstained, 20 unknown. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 476,048,514AGAINST: 15,566,383ABSTAIN: 103,004UNKNOWN: 20
Largest asset managers voting on “Proposal to elect 13 Directors: Renee J. James” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard176,867,2870 00For
BlackRock60,159,5228,502 00For
Fidelity51,962,1831,301,289 00For
State Street19,637,575872 00For
MFS15,083,0780 00For
Charles Schwab14,288,0670 00For
TIAA11,785,6430 00For
T. Rowe Price011,696,080 00Against
Invesco9,920,0510 00For
Columbia Threadneedle9,530,5790 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,019,2000 00For
Capital Group7,900,4850 00For
Dimensional7,440,5910 00For
Thornburg6,761,7620 00For
JPMorgan5,294,3640 00For
Investment Managers Series Trust III4,108,9920 00For
John Hancock2,960,732474,338 00Mixed
First Trust3,387,4560 00For
Brighthouse3,235,6560 95,9420For
Jackson National2,550,899707,931 00Mixed
MASTER INVESTMENT PORTFOLIO2,994,3740 00For
Neuberger Berman2,587,4170 00For
Prudential/PGIM1,756,201608,205 00Mixed
Equitable2,230,0920 00For
SEI2,116,1360 00For

Showing the 25 largest of 188 asset managers. See all 188 in the interactive database.

15. (4) Proposal to approve additional shares for, and a term extension and restatement of, the Citigroup 2019 Stock…

Outcome not verifiedFund totals may overlapCAPITAL STRUCTUREReported outcome: Not verified

Combines 15 wordings of this item as funds reported it.

71% Majority: yes · of votes cast

FOR 71%AGAINST
FOR: 973,996,443AGAINST: 393,154,771
Details: description as filed, official tally, votes by 215 asset managers

Description as filed by funds: Approval of additional shares for, and a term extension and restatement of, the Citigroup 2019 Stock Incentive Plan.

CITIGROUP INC.’s own tally for this item (“(4) Proposal to approve additional shares for, and a term extension and restatement of, the Citigroup 2019 Stock Incentive Plan”): 973,996,443 for, 393,154,771 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 71% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of CITIGROUP INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “AMEND OMNIBUS STOCK PLAN” (13 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 185 asset managers voting on “Approval of additional shares for, and a term extension and restatement of, the Citigroup 2019 Stock Incentive” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard176,867,2870 00For
BlackRock60,133,44534,579 00For
Fidelity52,579,272684,200 00For
State Street4,94619,633,501 00Against
MFS015,083,078 00Against
Charles Schwab14,288,0670 00For
TIAA11,785,6430 00For
T. Rowe Price11,551,429144,651 00For
Invesco9,920,0510 00For
Columbia Threadneedle9,530,5790 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,019,2000 00For
Capital Group7,900,4850 00For
Dimensional07,440,591 00Against
Thornburg06,761,762 00Against
JPMorgan5,165,468128,896 00For
Brighthouse3,052,8721,228,288 95,9420Mixed
Investment Managers Series Trust III4,108,9920 00For
John Hancock1,893,5021,541,568 00Mixed
First Trust03,387,456 00Against
Jackson National3,047,709211,121 00Mixed
MASTER INVESTMENT PORTFOLIO2,994,3740 00For
Neuberger Berman2,587,4170 00For
Prudential/PGIM2,148,490215,916 00Mixed
Equitable2,135,14094,952 00For
SEI2,116,1360 00For

Fund voting reports, all 185 managers: 420,015,651 for, 74,840,171 against, 96,137 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 27 asset managers voting on “Approval of additional shares for, and a term extension and restatement of, the Citigroup 2019 Stock Incentive” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
GREENHAVEN ASSOCIATES INC15,499,0600 00For
EDGAR LOMAX CO/VA0558,265 00Against
Union Investment Privatfonds GmbH99,7300 00For
Resolute Capital Asset Partners LLC70,0000 00For
apricus wealth, LLC28,9850 00For
Union Investment Institutional GmbH13,0000 00For
MARCO INVESTMENT MANAGEMENT LLC9,6120 00For
LADENBURG THALMANN ASSET MANAGEMENT5,0820 00For
LEUTHOLD GROUP, LLC2,7440 00For
Keel Point, LLC01,547 00Against
HOLLENCREST CAPITAL MANAGEMENT1,5130 00For
GRIMES & COMPANY, INC.1,4880 00For
LEAVELL INVESTMENT MANAGEMENT, INC.00 1,4690Abstain
King Wealth Management Group00 1,2860Abstain
Boltwood Capital Management8950 00For
Berkeley Capital Partners, LLC8870 00For
CHECK CAPITAL MANAGEMENT INC/CA7450 00For
Argyle Capital Management Inc.3940 00For
ZIMMERMANN INVESTMENT MANAGEMENT & PLANNING LLC3000 00For
Renaissance Investment Group LLC2000 00For
MITCHELL & PAHL PRIVATE WEALTH, LLC1500 00For
COLLECTIVE FAMILY OFFICE LLC860 00For
Alpha Financial Advisors, LLC470 00For
LATHROP INVESTMENT MANAGEMENT CORP00 00--
MITCHELL CAPITAL MANAGEMENT CO280 00For

Institutional-manager reports, all 27 managers: 15,734,962 for, 559,812 against, 2,755 abstained, 57 unknown. Showing the 25 largest; see all in the interactive database.

16. (3) Advisory vote to approve our 2023 Executive Compensation

Outcome not verifiedFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 33 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 1,274,061,608AGAINST: 92,445,862
Details: description as filed, official tally, votes by 1,145 asset managers

Description as filed by funds: Advisory vote to Approve our 2023 Executive Compensation.

CITIGROUP INC.’s own tally for this item (“(3) Advisory vote to approve our 2023 Executive Compensation”): 1,274,061,608 for, 92,445,862 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of CITIGROUP INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Advisory Vote to Ratify Named Executive Officers' Compensation” (44 managers, Fund and manager reports combined; may count the same shares twice; no share total shown); “Compensation” (2 managers, 479 for).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 185 asset managers voting on “Advisory vote to Approve our 2023 Executive Compensation.” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard176,867,2870 00For
BlackRock60,168,0240 00For
Fidelity53,263,4720 00For
State Street19,638,4470 00For
MFS15,083,0780 00For
Charles Schwab14,288,0670 00For
TIAA11,785,6430 00For
T. Rowe Price11,696,0800 00For
Artisan11,586,5130 00For
Invesco9,920,0510 00For
Columbia Threadneedle9,530,5790 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,019,2000 00For
Capital Group7,900,4850 00For
Dimensional7,440,5910 00For
Thornburg6,761,7620 00For
JPMorgan5,294,3640 00For
Brighthouse4,281,1600 95,9420For
Investment Managers Series Trust III4,108,9920 00For
John Hancock3,435,0700 00For
First Trust3,387,4560 00For
Jackson National3,258,8300 00For
MASTER INVESTMENT PORTFOLIO2,994,3740 00For
Neuberger Berman2,587,4170 00For
Prudential/PGIM1,365,603998,803 00Mixed
Equitable2,230,0920 00For

Fund voting reports, all 185 managers: 503,818,787 for, 1,661,016 against, 96,222 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 984 asset managers voting on “Advisory vote to Approve our 2023 Executive Compensation.” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock65,730,3479,199 00For
GEODE CAPITAL MANAGEMENT, LLC37,701,1620 00For
T. Rowe Price30,240,4140 00For
MASSACHUSETTS FINANCIAL SERVICES CO /MA/24,377,2850 00For
Fisher Asset Management, LLC22,173,8160 00For
State Street21,310,6190 00For
Fidelity18,600,0080 00For
Northern Trust17,668,930100,005 00For
GREENHAVEN ASSOCIATES INC15,499,0600 00For
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC14,962,0950 00For
Charles Schwab14,407,0860 00For
Nuveen13,946,8190 00For
PZENA INVESTMENT MANAGEMENT LLC13,905,8330 00For
HARRIS ASSOCIATES L P12,001,0350 00For
Invesco11,627,0410 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP10,432,130141,657 00For
Legal & General Investment Management Ltd010,302,662 00Against
MELLON INVESTMENTS Corp10,024,1680 00For
Amundi09,292,754 00Against
Vanguard8,776,3570 00For
WELLS FARGO BANK N A6,808,3290 00For
Sanders Capital, LLC6,622,4910 00For
First Pacific Advisors, LP6,399,0970 00For
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM06,370,666 00Against
Capital Group5,524,48581 00For

Institutional-manager reports, all 984 managers: 605,292,497 for, 57,950,071 against, 21,436 withheld, 35,402 abstained, 369,062 not voted, 57 unknown. Showing the 25 largest; see all in the interactive database.

17. (2) Ratification of KPMG as Citi's Independent Registered Public Accountants for 2024

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 1,493,629,470AGAINST: 80,772,083
Details: description as filed, official tally, votes by 193 asset managers

Description as filed by funds: Proposal to ratify the selection of KPMG LLP as Citi's independent registered public accounting firm for 2024.

CITIGROUP INC.’s own tally for this item (“(2) Ratification of KPMG as Citi's Independent Registered Public Accountants for 2024”): 1,493,629,470 for, 80,772,083 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of CITIGROUP INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Ratify KPMG LLP as Auditors” (7 managers, Fund and manager reports combined; may count the same shares twice; no share total shown); “Ratify Appointment of Independent Auditors” (4 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

The 193 asset managers below reported 489,869,024 for, 5,587,097 against, 96,052 abstained, 220 unknown.

FOR
FOR: 489,869,024AGAINST: 5,587,097ABSTAIN: 96,052UNKNOWN: 220
Largest asset managers voting on “Proposal to ratify the selection of KPMG LLP as Citi's independent registered public accounting firm for 2024.” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard174,225,8232,641,464 00For
BlackRock60,168,0240 00For
Fidelity53,263,4720 00For
State Street19,637,682765 00For
MFS15,083,0780 00For
Charles Schwab14,288,0670 00For
TIAA11,785,6430 00For
T. Rowe Price11,696,0800 00For
Invesco9,920,0510 00For
Columbia Threadneedle9,530,5790 00For
HARRIS ASSOCIATES INVESTMENT TRUST8,019,2000 00For
Capital Group7,900,4850 00For
Dimensional7,440,5910 00For
Thornburg6,761,7620 00For
JPMorgan5,294,3640 00For
Brighthouse4,281,1600 95,9420For
Investment Managers Series Trust III4,108,9920 00For
John Hancock3,435,0700 00For
First Trust3,387,4560 00For
Jackson National2,734,867523,963 00Mixed
MASTER INVESTMENT PORTFOLIO2,994,3740 00For
Neuberger Berman2,587,4170 00For
Prudential/PGIM2,364,4060 00For
Equitable2,230,0920 00For
SEI2,116,1360 00For

Showing the 25 largest of 193 asset managers. See all 193 in the interactive database.

18. (10) Stockholder proposal requesting a report disclosing the Board's oversight regarding the material risks associated…

Outcome not verifiedOTHER SOCIAL ISSUESReported outcome: Not verified

Combines 11 wordings of this item as funds reported it.

8% Majority: no · of votes cast

8%AGAINST
FOR: 104,914,690AGAINST: 1,244,561,620
Details: description as filed, official tally, votes by 198 asset managers

Description as filed by funds: Stockholder proposal requesting a report disclosing the Board's oversight regarding material risks associated with animal welfare.

CITIGROUP INC.’s own tally for this item (“(10) Stockholder proposal requesting a report disclosing the Board's oversight regarding the material risks associated with animal welfare”): 104,914,690 for, 1,244,561,620 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was not more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 198 asset managers below reported 2,681,962 for, 484,474,411 against, 8,779,461 abstained, 220 unknown.

AGAINST
FOR: 2,681,962AGAINST: 484,474,411ABSTAIN: 8,779,461UNKNOWN: 220
Largest asset managers voting on “Stockholder proposal requesting a report disclosing the Board's oversight regarding material risks associated ” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard0176,867,287 00Against
BlackRock23,53660,144,488 00Against
Fidelity053,263,472 00Against
State Street2,98919,635,458 00Against
MFS015,083,078 00Against
Charles Schwab014,288,067 00Against
TIAA011,785,643 00Against
T. Rowe Price011,696,080 00Against
Invesco09,920,051 00Against
Columbia Threadneedle09,530,579 00Against
HARRIS ASSOCIATES INVESTMENT TRUST08,019,200 00Against
Capital Group07,900,485 00Against
Dimensional07,440,591 00Against
Thornburg00 6,761,7620Abstain
JPMorgan05,294,364 00Against
Brighthouse04,121,777 285,0580Mixed
Investment Managers Series Trust III04,108,992 00Against
John Hancock03,435,070 00Against
First Trust03,387,456 00Against
Jackson National03,258,830 00Against
MASTER INVESTMENT PORTFOLIO02,994,374 00Against
Neuberger Berman02,587,417 00Against
Prudential/PGIM02,364,406 00Against
Equitable02,230,092 00Against
SEI41,3372,074,799 00Against

Showing the 25 largest of 198 asset managers. See all 198 in the interactive database.

19. (6) Stockholder proposal requesting a report on the effectiveness of Citi's policies and practices in respecting…

Outcome not verifiedHUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCEReported outcome: Not verified

Combines 12 wordings of this item as funds reported it.

26% Majority: no · of votes cast

FOR 26%AGAINST
FOR: 356,291,222AGAINST: 997,477,423
Details: description as filed, official tally, votes by 198 asset managers

Description as filed by funds: Stockholder proposal requesting a report on the effectiveness of Citi's policies and practices in respecting Indigenous Peoples' rights in Citi's existing and proposed financing.

CITIGROUP INC.’s own tally for this item (“(6) Stockholder proposal requesting a report on the effectiveness of Citi's policies and practices in respecting Indigenous Peoples' rights in Citi's existing and proposed financing”): 356,291,222 for, 997,477,423 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was not more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 26% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 198 asset managers below reported 40,333,404 for, 447,198,523 against, 8,531,989 abstained, 20 unknown.

AGAINST
FOR: 40,333,404AGAINST: 447,198,523ABSTAIN: 8,531,989UNKNOWN: 20
Largest asset managers voting on “Stockholder proposal requesting a report on the effectiveness of Citi's policies and practices in respecting I” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard0176,867,287 00Against
BlackRock23,53660,144,488 00Against
Fidelity684,20052,579,272 00Against
State Street19,632,9395,508 00For
MFS015,083,078 00Against
Charles Schwab014,288,067 00Against
TIAA011,785,643 00Against
T. Rowe Price144,65111,551,429 00Against
Invesco09,920,051 00Against
Columbia Threadneedle09,530,579 00Against
HARRIS ASSOCIATES INVESTMENT TRUST08,019,200 00Against
Capital Group07,900,485 00Against
Dimensional211,0257,229,566 00Against
Thornburg00 6,761,7620Abstain
JPMorgan128,8965,165,468 00Against
Brighthouse345,9353,775,842 285,0580Mixed
Investment Managers Series Trust III04,108,992 00Against
John Hancock1,541,5681,893,502 00Mixed
First Trust03,387,456 00Against
Jackson National692,2942,566,536 00Mixed
MASTER INVESTMENT PORTFOLIO02,994,374 00Against
Neuberger Berman02,587,417 00Against
Prudential/PGIM5692,363,837 00Against
Equitable2,7412,227,351 00Against
SEI41,3372,074,799 00Against

Showing the 25 largest of 198 asset managers. See all 198 in the interactive database.

20. (8) Stockholder proposal requesting a report to shareholders on the risks created by the Company's diversity, equity…

Outcome not verifiedDIVERSITY, EQUITY, AND INCLUSIONReported outcome: Not verified

Combines 11 wordings of this item as funds reported it.

1% Majority: no · of votes cast

AGAINST
FOR: 15,896,438AGAINST: 1,337,749,791
Details: description as filed, official tally, votes by 197 asset managers

Description as filed by funds: Stockholder proposal requesting a report to Shareholders on risks created by the Company's diversity, equity, and inclusion efforts.

CITIGROUP INC.’s own tally for this item (“(8) Stockholder proposal requesting a report to shareholders on the risks created by the Company's diversity, equity, and inclusion efforts”): 15,896,438 for, 1,337,749,791 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was not more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 600,470 for, 486,883,882 against, 8,531,964 abstained, 20 unknown.

AGAINST
FOR: 600,470AGAINST: 486,883,882ABSTAIN: 8,531,964UNKNOWN: 20
Largest asset managers voting on “Stockholder proposal requesting a report to Shareholders on risks created by the Company's diversity, equity, ” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard0176,867,287 00Against
BlackRock060,168,024 00Against
Fidelity053,263,472 00Against
State Street019,638,447 00Against
MFS015,083,078 00Against
Charles Schwab014,288,067 00Against
TIAA011,785,643 00Against
T. Rowe Price011,696,080 00Against
Invesco09,920,051 00Against
Columbia Threadneedle09,530,579 00Against
HARRIS ASSOCIATES INVESTMENT TRUST08,019,200 00Against
Capital Group07,900,485 00Against
Dimensional07,440,591 00Against
Thornburg00 6,761,7620Abstain
JPMorgan05,294,364 00Against
Brighthouse04,121,777 285,0580Mixed
Investment Managers Series Trust III04,108,992 00Against
John Hancock03,435,070 00Against
First Trust03,387,456 00Against
Jackson National03,258,830 00Against
MASTER INVESTMENT PORTFOLIO02,994,374 00Against
Neuberger Berman02,587,417 00Against
Prudential/PGIM02,364,406 00Against
Equitable02,230,092 00Against
SEI02,116,136 00Against

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

21. (9) Stockholder proposal requesting a report on risks of politicized de-banking

Outcome not verifiedOTHER SOCIAL ISSUESReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

2% Majority: no · of votes cast

AGAINST
FOR: 23,535,829AGAINST: 1,327,000,450
Details: description as filed, official tally, votes by 189 asset managers

Description as filed by funds: Stockholder proposal requesting a report on risks of Politicized De- banking.

CITIGROUP INC.’s own tally for this item (“(9) Stockholder proposal requesting a report on risks of politicized de-banking”): 23,535,829 for, 1,327,000,450 against, per its Form 8-K filed May 2, 2024 (Item 5.07). FOR was not more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 189 asset managers below reported 290,863 for, 423,339,058 against, 8,525,362 abstained, 20 unknown.

AGAINST
FOR: 290,863AGAINST: 423,339,058ABSTAIN: 8,525,362UNKNOWN: 20
Largest asset managers voting on “Stockholder proposal requesting a report on risks of Politicized De- banking.” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard0176,867,287 00Against
Fidelity053,263,472 00Against
State Street019,638,447 00Against
MFS015,083,078 00Against
Charles Schwab014,288,067 00Against
TIAA011,785,643 00Against
T. Rowe Price011,696,080 00Against
Invesco09,920,051 00Against
Columbia Threadneedle09,530,579 00Against
HARRIS ASSOCIATES INVESTMENT TRUST08,019,200 00Against
Capital Group07,900,485 00Against
Dimensional07,440,591 00Against
Thornburg00 6,761,7620Abstain
JPMorgan05,294,364 00Against
Brighthouse04,092,044 285,0580Mixed
Investment Managers Series Trust III04,108,992 00Against
John Hancock03,435,070 00Against
First Trust03,387,456 00Against
Jackson National03,258,830 00Against
Neuberger Berman02,587,417 00Against
Prudential/PGIM02,364,406 00Against
Equitable02,230,092 00Against
SEI02,116,136 00Against
Victory Capital02,075,279 00Against
Parnassus01,922,087 00Against

Showing the 25 largest of 189 asset managers. See all 189 in the interactive database.

22. Stockholder has withdrawn this Proposal.

Combines 4 wordings of this item as funds reported it.

28% of fund votes cast · no official result

ABSTAIN
Details: votes by 81 asset managers

The 81 asset managers below reported 1,204,249 for, 3,025,749 against, 11,874 withheld, 43,909,750 abstained, 92,390 not voted, 2,833 unknown. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 1,204,249AGAINST: 3,025,749ABSTAIN: 43,909,750WITHHOLD: 11,874NOT VOTED: 92,390UNKNOWN: 2,833
Largest asset managers voting on “Stockholder has withdrawn this Proposal.” at CITIGROUP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Charles Schwab00 14,288,0670Abstain
JPMorgan00 5,294,3640Abstain
John Hancock00 3,435,0700Abstain
Jackson National00 3,258,8300Abstain
Neuberger Berman00 2,587,4170Abstain
SEI41,3370 2,074,7990Abstain
Vanguard00 1,922,1000Abstain
Russell Investments00 1,623,1410Abstain
Advisor Managed Portfolios00 1,488,5070Abstain
PRIMECAP Odyssey Funds00 1,347,5500Abstain
CITY NATIONAL ROCHDALE FUNDS00 1,258,7080Abstain
Bridge Builder Trust00 1,094,7000Abstain
Prudential/PGIM998,8030 46,0520For
DIAMOND HILL FUNDS01,027,676 00Against
Calamos0608,301 00Against
Fidelity00 601,7000Abstain
Natixis00 593,2040Abstain
Empower0496,895 00Against
CULLEN FUNDS TRUST0460,432 00Against
ADVISORS SERIES TRUST0186,300 250,3760Mixed
Gabelli00 382,4300Abstain
ADVISORS' INNER CIRCLE FUND00 369,1000Abstain
WILLIAMSBURG INVESTMENT TRUST00 264,3710Abstain
Global X36,4100 217,8030Mixed
IMPAX FUNDS SERIES TRUST III00 247,1570Abstain

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of April 29, 2025, which belongs to the 2024-2025 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest CITIGROUP INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 1,907,439,613 shares outstanding at the time of that meeting.

Fund voting reports: top CITIGROUP INC. shareholders by shares voted on “Advisory vote to Approve our 2023 Executive Compensation.”, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 9.27%
2BlackRock 3.15%
3Fidelity 2.79%
4State Street 1.03%
5MFS 0.79%
6Charles Schwab 0.75%
7TIAA 0.62%
8T. Rowe Price 0.61%
9Artisan 0.61%
10Invesco 0.52%
Institutional-manager reports: top CITIGROUP INC. shareholders by shares voted on “Advisory vote to Approve our 2023 Executive Compensation.”, 2023-2024
#Asset manager % of shares outstanding
1BlackRock 3.45%
2GEODE CAPITAL MANAGEMENT, LLC 1.98%
3T. Rowe Price 1.59%
4MASSACHUSETTS FINANCIAL SERVICES CO /MA/ 1.28%
5Fisher Asset Management, LLC 1.16%
6State Street 1.12%
7Fidelity 0.98%
8Northern Trust 0.93%
9GREENHAVEN ASSOCIATES INC 0.81%
10HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC 0.78%

Reported CITIGROUP INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

CITIGROUP INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
BlackRock 8.53% 13F
Vanguard Group 8.30% 13F
State Street 4.30% 13F
Geode Capital 2.00% 13F
T. Rowe Price 1.66% 13F
FMR (Fidelity) 1.66% 13F
BNY Mellon 1.56% 13F
Morgan Stanley 1.43% 13F
Citadel Advisors 1.22% 13F
Franklin Templeton 1.21% 13F

Percentages above are of 1,907,439,613 shares outstanding, as reported by CITIGROUP INC. on its Form 10-Q dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from CITIGROUP INC.’s 10-Q dated March 31, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At CITIGROUP INC.'s shareholder meeting held April 30, 2024, in the 2023-2024 proxy season, 1,201 asset managers reported how they voted in their SEC Form N-PX filings, covering 23,812 separate fund positions. Their filings are grouped here into 22 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Advisory vote to Approve our 2023 Executive Compensation. — FOR was 93% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: CITIGROUP INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 2, 2024.

CITIGROUP INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.