CCitigroup
Deals between C and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-04-02 reports that the one filed 2025-03-18 did not, quoted as filed.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-18.
Nothing new: every deal in this year's section was reported last year too.
No longer reported 2 paragraphs of the proxy filed 2025-03-18 with nothing like them this year
the related person’s interest“whether Citi is a party to the transaction, and if not, the nature of Citi’s participation in the transaction;”
Read it in last year's proxy ↗
if the transaction involves the“sale of an asset, a description of the asset, including date acquired and cost basis;”
Read it in last year's proxy ↗
New wording of the review policy 1 paragraph without an amount or a name
Certain Transactions and Relationships, Compensation Committee Interlocks, and Insider Participation“the terms of such transaction; the related person’s interest in the transaction; the purpose and timing of the transaction;”
Read it in the proxy ↗
The whole section 5 paragraphs, proxy filed 2026-04-02
Certain Transactions and Relationships, Compensation Committee Interlocks, and Insider Participation“Citi has adopted a procedure setting forth processes for the review, approval, and monitoring of transactions involving Citi and related persons (Directors, Senior Managers, 5% stockholders, Immediate Family Members or Primary Business Affiliations). Under the procedure, the Nomination, Governance and Public Affairs Committee or, in certain circumstances, the chair of the Nomination, Governance and Public Affairs Committee, is responsible for reviewing and taking action (which may include approving, ratifying, rejecting, revising or terminating) pertaining to related party transactions involving Directors, executive officers, 5% stockholders, and their respective immediate family members and Primary Business Affiliations other than such transactions related to employment- and compensation-related transactions. Directors and executive officers may not participate in any discussion or approval of a related party transaction in which they or any member of their immediate family or Primary Business Affiliations is a related person, except that the Director or executive officer must provide all material information concerning the related party transaction to the Nomination, Governance and Public Affairs Committee.”
Read it in the proxy ↗
Certain Transactions and Relationships, Compensation Committee Interlocks, and Insider Participation“Under the procedure, the Compensation, Performance Management and Culture Committee is responsible for the review and determination of all employment- and compensation-related transactions involving related persons and the Company. The Compensation, Performance Management and Culture Committee has the same powers and follows the same procedures and criteria as the Nomination, Governance and Public Affairs Committee employs and follows in its review and determination of related party transactions.”
Read it in the proxy ↗
Certain Transactions and Relationships, Compensation Committee Interlocks, and Insider Participation“The procedure also contains a list of categories of transactions involving related persons that are exempt under the procedure, and therefore need not be brought to the Nomination, Governance and Public Affairs Committee or the Compensation, Performance Management and Culture Committee, as applicable, for review.”
Read it in the proxy ↗
Certain Transactions and Relationships, Compensation Committee Interlocks, and Insider Participation“When assessing a related party transaction, the Nomination, Governance and Public Affairs Committee and Compensation, Performance Management and Culture Committee, as applicable, will review all relevant facts and circumstances available to the respective Committee, including without limitation, the following information:”
Read it in the proxy ↗
Certain Transactions and Relationships, Compensation Committee Interlocks, and Insider Participation“the terms of such transaction; the related person’s interest in the transaction; the purpose and timing of the transaction;”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
Work on C in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/C/export.csv") into a cell.