Citigroup (C): How I Voted

Citigroup (C) is one of the stocks in my portfolio. Their annual meeting is coming up on 4/17/2012. Voting ends 4/16 on Moxy Vote’s proxy voting platform, which listed recommendations from ten “good causes,”including four consolidations. ProxyDemocracy.org had only one fund voting.

Citigroup’s SummaryCompensation Table shows that Vikram Pandit, our CEO, was the highest paid named executive officer (NEO) at about $14.9M in 2011. According to the United States Proxy Exchange (USPX) guidelines, the median CEO compensation for large-cap corporations was $9 million in 2010.  I’m generally voting against most pay packages above that median, otherwise we’ll have continuous ratcheting upwards with more and more corporate income going to a few at the top. That’s unsustainable, so I voted against amending the stock plan and against the pay plan.

I also make it a policy to vote against members of the compensation committee when I vote against the compensation package, so I also voted against Michael E. O’Neill, Diana L. Taylor, and William S. Thompson, Jr. Of the funds, it looks like my voting pattern comes closest to Trillium, as reported by MoxyVote.

While I’m sympathetic Evelyn Y. Davis’ proposal for disclosure of specified people formerly employed by the government, her language is far too broad. I support the proposal from the Firefighters’ Pension System of the City of Kansas City to disclose the amounts paid to influence legislation and elections. Until we can get laws requiring uniform disclosure, we will have to fight this battle through private ordering.

I also support Ken Steiner’s measure to require senior executives retain a significant percentage of stock until one-year following the termination of their employment. I’m not sure one year is long enough but it is better than nothing to reduce the incentive of executives to game the system and work for the long-term. While I’m sympathetic to the audit proposal from the City of New York Comptroller’s Office, I feel any such requirement should be on all large banks, not just ours. Passage of the proposal could lead to a competitive disadvantage. Citi should cooperate fully with audits already required.

 For all other directors and in all other matters, I voted as recommended by management. Mark your calendar. Here are the deadlines for next year:

Under SEC Rule 14a-8, a stockholder who intends to present a proposal at the next annual meeting of stockholders and who wishes the proposal to be included in the proxy statement for that meeting must submit the proposal in writing to the Corporate Secretary of Citi at the address on the cover of this proxy statement. The proposal must be received no later than November 8, 2012. The proposal and its proponent must satisfy all applicable requirements of Rule 14a-8.

With respect to stockholder nominees for director election at the next annual meeting and stockholder proposals for consideration at the next annual meeting that are not submitted for inclusion in Citi’s proxy materials under Rule 14a-8, written notice of nominations and proposals must be provided by the stockholder proponent to Citi in accordance with Citi’s by-laws. The notice must be delivered to Citi’s Corporate Secretary between December 18, 2012 and January 17, 2013 and must comply with all applicable provisions of Citi’s by-laws. You can obtain a copy of Citi’s by-laws by writing to the Corporate Secretary at the address shown on the cover of this proxy statement.

Here’s how I voted on Moxy Vote’s proxy voting platform.

	ELECTION OF DIRECTOR: FRANZ B. HUMER	Yes
	ELECTION OF DIRECTOR: ROBERT L. JOSS	Yes
	ELECTION OF DIRECTOR: MICHAEL E. O NEILL	No
	ELECTION OF DIRECTOR: VIKRAM S. PANDIT	Yes
	ELECTION OF DIRECTOR: LAWRENCE R. RICCIARDI	Yes
	ELECTION OF DIRECTOR: JUDITH RODIN	No
	ELECTION OF DIRECTOR: ROBERT L. RYAN	Yes
	ELECTION OF DIRECTOR: ANTHONY M. SANTOMERO	Yes
	ELECTION OF DIRECTOR: JOAN E. SPERO	Yes
	ELECTION OF DIRECTOR: DIANA L. TAYLOR	No
	ELECTION OF DIRECTOR: WILLIAM S. THOMPSON, JR.	No
	ELECTION OF DIRECTOR: ERNESTO ZEDILLO PONCE DE LEON	Yes
	PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS CITI S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012.	Yes
	PROPOSAL TO APPROVE AN AMENDMENT TO THE CITIGROUP 2009 STOCK INCENTIVE PLAN.	No
	ADVISORY APPROVAL OF CITI S 2011 EXECUTIVE COMPENSATION.	No
	STOCKHOLDER PROPOSAL REQUESTING A REPORT ON PRIOR GOVERNMENTAL SERVICE OF CERTAIN INDIVIDUALS.	No
	STOCKHOLDER PROPOSAL REQUESTING A REPORT ON LOBBYING AND POLITICAL CONTRIBUTIONS.	Yes
	STOCKHOLDER PROPOSAL REQUESTING THAT EXECUTIVES RETAIN 25% OF THEIR STOCK FOR ONE YEAR FOLLOWING TERMINATION.	Yes
	STOCKHOLDER PROPOSAL REQUESTING THAT THE AUDIT COMMITTEE CONDUCT AN INDEPENDENT REVIEW AND REPORT ON CONTROLS RELATED TO LOANS, FORECLOSURES, AND SECURITIZATIONS.	No