UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant ☒ |
| Filed by a party other than the Registrant ☐ |
| |
| Check the appropriate box: |
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| ☐ | | Preliminary Proxy Statement |
| ☐ | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | | Definitive Proxy Statement |
| ☒ | | Definitive Additional Materials |
| ☐ | | Soliciting Material under §240.14a-12 |
| | Citigroup Inc. | |
| | (Name of Registrant as Specified In Its Charter) | |
| | |
| | | |
| | (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check all boxes that apply): |
| ☒ | | No fee required |
☐ | | Fee paid previously with preliminary materials |
☐ | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
EXPLANATORY NOTE
On March 15, 2023, Citigroup Inc. (the “Company”) filed its Definitive Proxy Statement on Schedule 14A and the related Proxy Card (the “Proxy Statement”) with the Securities and Exchange Commission for the Company’s 2023 Annual Meeting of Stockholders to be held, through a virtual meeting platform, at 9:00AM Eastern Time on April 25, 2023 (the “Annual Meeting”).
This supplement to the Proxy Statement (the “Supplement”) is being filed to complete the date of the Audit Committee Report contained on page 67 of the Proxy Statement (the “Audit Committee Report”), which inadvertently omitted the full date of the Audit Committee Report. The Audit Committee Report is dated “March 10, 2023.”
Other than the completion of the date of the Audit Committee Report, no other information in the Proxy Statement has been revised, supplemented, updated or amended and the Proxy Statement continues to be in full force and effect as originally filed and the Company continues to seek the vote of its stockholders for all proposals to be voted on at the Annual Meeting. The Supplement should be read together with the Proxy Statement. The Proxy Statement, with the complete date for the Audit Committee Report, as described above, was mailed to Company stockholders.
Audit Committee Report
The Audit Committee (Committee) operates under a charter that specifies the scope of the Committee’s responsibilities and how it carries out those responsibilities.
The Board of Directors has determined that all six members of the Committee are independent based upon the standards adopted by the Board, which incorporate the independence requirements under applicable laws, rules and regulations.
Management is responsible for the financial reporting process, the system of internal controls, including internal control over financial reporting, risk management and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. KPMG LLP, Citigroup’s independent registered public accounting firm (independent auditors) is responsible for the integrated audit of the consolidated financial statements and internal control over financial reporting. The Committee’s responsibility is to monitor and oversee these processes and procedures. The members of the Committee are not professionally engaged in the practice of accounting or auditing and are not professionals in these fields. The Committee relies, without independent verification, on the information provided to it and on the representations made by management regarding the effectiveness of internal control over financial reporting, that the financial statements have been prepared with integrity and objectivity and that such financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The Committee also relies on the opinions of the independent auditors of the consolidated financial statements and the effectiveness of internal control over financial reporting.
The Committee’s meetings facilitate communication among the members of the Committee, management, the internal auditors, and Citigroup’s independent auditors. The Committee separately met with each of the internal and independent auditors with and without management, to discuss the results of their examinations and their observations and recommendations regarding Citigroup’s internal controls. The Committee discussed with the independent auditors the matters required to be discussed by the applicable requirements of the PCAOB.
The Committee reviewed and discussed the audited consolidated financial statements of Citigroup as of and for the year ended December 31, 2022 with management, the internal auditors, and Citigroup’s independent auditors.
The Committee has received the written disclosures required by PCAOB Rule 3526, “Communication with Audit Committees Concerning Independence.” The Committee discussed with the independent auditors any relationships that may have an impact on their objectivity and independence and satisfied itself as to the auditors’ independence.
The Committee has reviewed and approved the amount of fees paid to the independent auditors for audit, audit-related and tax compliance, and other services. The Committee concluded that the provision of services by the independent auditors did not impair their independence.
Based on the above-mentioned review and discussions, and subject to the limitations on our role and responsibilities described above and in the Committee charter, the Committee recommended to the Board that Citigroup’s audited consolidated financial statements be included in Citigroup’s Annual Report on Form 10-K for the year ended December 31, 2022 for filing with the SEC.
The Audit Committee:
James S. Turley (Chair)
Ellen M. Costello
Grace E. Dailey
John C. Dugan
Duncan P. Hennes
Renée J. James
Dated: March 10, 2023
www.citigroup.com
