Tag Archives | c

Citigroup $C Proxy Voting Recommendation

Citigroup $C, a diversified financial services holding company, provides various financial products and services for consumers, corporations, governments, and institutions. Most shareholders do not vote because reading through 70 pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you how I am voting and why. If you have read these posts related to my portfolio for the last 22 years and trust my judgment (or you don’t want to take the time to read it), go immediately to see how I voted my ballot. Voting will take you only a minute or two and every vote counts.

The annual meeting is coming up on April 24th, 2018. I voted with the Board’s recommendations 52% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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Citi (C): Proxy Vote Score 48

Citigroup Inc. (Citi, NYSE: C), a diversified financial services holding company, provides various financial products and services for consumers, corporations, governments, and institutions worldwide. Citi logoCiti is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of three fund families when I checked and voted. Their annual meeting is coming up on April 25, 2017.

I voted AGAINST pay and committee members, FOR all shareholder proposals. I voted with the Board’s recommendations 48% of the time. View Proxy Statement. Continue Reading →

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Citigroup Inc: Proxy Score 52

Citigroup IncCitigroup Inc (NYSE:C, $C) is  a diversified financial services holding company, provides various financial products and services for consumers, corporations, governments, and institutions worldwide. It operates through two segments, Citicorp and Citi Holdings. It is one of the stocks in my portfolio. Their annual meeting is coming up on April 26, 2016. ProxyDemocracy.org had collected the votes of zero funds when I checked. I voted AGAINST the pay plan, compensation committee, Michael L. Corbat who owns no shares, and the Omnibus Stock Plan. I voted FOR all other proposals, including the shareholder proposals. I voted with the Board’s recommendations 52% of the time. View Proxy Statement.

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Citigroup Inc (C): Proxy Score 48

citigroupCitigroup Inc (C), which provides various financial products and services for consumers, corporations, governments, and institutions worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/28/2015. ProxyDemocracy.org had the vote of three funds when I checked and voted on 4/21/2015. I voted with management 48% of the time and assigned Citigroup a proxy score of 48. Continue Reading →

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Government Service Golden Parachutes at C, GS, JPM, MS

Government Service Golden Parachutes

Government Service Golden Parachutes

citigroupI recently received an email from the AFL-CIO Reserve Fund urging a vote in favor (“FOR”) their shareholder resolutions asking Citigroup (C), Goldman Sachs (GS), JPMorgan (JPM), and Morgan Stanley (MS) to issue a report to shareholders disclosing the dollar amounts of government service golden parachutes – pay their senior executives will receive if they voluntarily resign to enter into government service.

GSThe proposal is a good idea. I hope to be following up with posts on how I voted at Citigroup (C) and Goldman Sachs (GS). I do not own any shares of  JPMorgan (JPM) or Morgan Stanley (MS). Below is the the AFL-CIO rationale for why “government service golden parachutes” do not serve the interests of shareholders. Continue Reading →

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Proxy Access Win at Biogen & Other Efforts in 2015

Proxy Access in the USMy wife and I don’t have the resources to or stock holdings to allow us to file 75 proxy access shareholder proposals, like New York City Comptroller Scott Stringer’s Boardroom Accountability Project. However, I have been writing about proxy access for 20 years and, together with Les Greenberg, filed the petition in 2002 with the SEC that many have credited with renewing interest in the subject. We hope our efforts, although small, contribute to making companies more democratic and profitable. Continue Reading →

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Citigroup Inc (C): How I Voted – Proxy Score 33

citigroupCitigroup Inc $C, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/22/2014. ProxyDemocracy.org had collected the votes of no funds when I checked and voted on 4/15/2014.  I voted with management 33% of the time.  View Proxy Statement. Why an index with no links? That seems so basic. Perhaps Citi doesn’t want to make reading the proxy easy? Continue Reading →

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Take Action: Vote Proxy Access at Citigroup (C)

citigroupThe deadline for voting online is April 21st. My proposal, #8 on Citi’s proxy (page 97), would bring proxy access (page 40) to our company by allowing shareowners to place board nominees on Citi’s proxy. Don’t be fooled by Citi’s opposition statement, which calls the ownership thresholds “low.” In reality, 1% of Citi is huge; about $1.4B.

The largest shareowners at Citi, Vanguard and SSgA have never initiated an activist campaign but they might vote for candidates put forward by other investors. Public pensions are more likely to take the activist role and nominate candidates.  The four largest public pension funds combined — CalPERS (35%), New York State Common (0.33%), CalSTRS (0.18%), and Florida SBA (0.17%) — would barely hold enough shares to nominate three board members directors under my proposal. Continue Reading →

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Quick Bites on Corporate Governance

J. McRitchie

J. McRitchie

CorpGov.net publisher/shareowner activist, James McRitchie in the news.

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How I Voted: Citigroup (C) – Proxy Score 41%

Citigroup ($C) is one of the stocks in my portfolio. Their annual meeting is coming up on 4/24/2013. ProxyDemocracy.org had collected the votes of three funds when I checked on 4/21/2013.  I voted with management 41% of the time.  View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime)

I generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions if warranted. According to Bebchuk, Lucian A. and Grinstein, Yaniv (The Growth of Executive Pay), aggregate compensation by public companies to NEOs increased from 5 percent of earnings in 1993-1995 to about 10 percent in 2001-2003. Continue Reading →

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Ground-Breaking Proxy Proposals Headed to Shareowner Vote

Climate Change Portfolio Exposure

Boston Common Asset Management has a proposal that will appear on the proxy of PNC Financial Services ($PNC) requesting that it report to shareowners on the greenhouse gas emissions resulting from its lending portfolio and its exposure to climate change risk in its lending, investing, and financing activities. Watch for your proxy. The annual meeting will be held on April 23, 2012. According to the proposal, Continue Reading →

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Breaking Up is Hard to Do

Trillium Asset Management LLC, on behalf of the Benedictine Sisters of Mount St. Scholastica, along with the AFSCME Employees Pension Plan recently filed a shareholder proposal with Citigroup Inc. (NYSE: C, $C) asking the company’s board of directors to explore a possible separation of one or more of its business units. Continue Reading →

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Why Routinely Approve Auditors?

Ever since the demise of Enron, I’ve wondered why the vote by shareowners to approve auditors is considered such a routine nonevent. Ask anyone who used to work for former big five firm Arthur Andersen LLP. Yet, “ratification” of auditors remains among the last holdouts of broker voting.

Who watches the watchers in the world of big business? That question is asked by corporate governance consultant Pirc in its Annual Stewardship Review. Reviewing voting results over the last five years, they couldn’t find a single instance of any vote of more than 20% against an auditor appointment. According to Alan MacDougall, managing director at Pirc:

We’re surprised that even after the financial crisis, shareholders don’t seem to make the connection between value destruction and the fairly closed world of auditing UK plc.

John Gray, a member of the investment panel of the London Borough of Tower Hamlets pension fund, says trustees and local authority panels need to devote far more time to their fiduciary duties. He shows faith in the newly formed Association of Member-Nominated Trustees.

The FT article ends with a quote from Lord Myners: “You don’t wash or service a rented car because you expect to give it back. I still get the impression that shareholders treat their holdings like a rented car. For the efficient use of capital, that attitude has to change.”

via FT.com / FTfm / FTfm Structured Products – Review questions positon of auditors.

Pirc makes valid points that his American counterparts should also be raising. Where was/is the outpouring of votes against the auditors who dropped the ball in their audits of American banks during and proceeding the financial crisis?  Shouldn’t we be voting down auditors who so obviously failed us?

The best solution I have seen is Mark Latham’s proposal that would allow shareowners to recommend auditors from a pool of qualified applicants, rather than asking us to approve one chosen by management.  For an example, see Latham’s proposal to USG dated November 17, 2002 at VoterMedia.org.

I also like the idea of an Association of Member-Nominated Trustees. The closest the US comes to that, as far as I know, is the effort led by CalPERS and CalSTRS to develop a primarily digital resource, the Diverse Director DataSource (or 3D), devoted to finding untapped diverse talent to serve on corporate boards. (see 3D Advisory Panel Named)

It would be good to see this group or another also take on the additional aims of the UK’s Association, which include:

  1. To support the development of member nominees and to enable them to perform their role to the best of their ability.
  2. To provide member nominees with a collective voice, and if desired, to lobby on pension matters with the Regulator, within the pensions industry and through the professional associations and trade bodies.
  3. To provide or guide access to training services which meet member nominees’ needs.
  4. To help identify and champion best practice among pension schemes – including scheme governance, performance and communications.
  5. To provide a networking environment through which member nominees can share their experiences and challenges with other member nominees in confidence.
  6. To provide support for sponsors through targeted services – including for example a member nominee selection process.
  7. To conduct research or studies which may help MNs become more effective in their performance.

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Excess-Pay: Beyond the 2% Solution

Excess executive pay can impose substantial costs on companies and shareowners even if manipulation or misconduct isn’t involved. Executive pay is the biggest lightening rod in corporate governance, prompting Dodd-Frank to include clawback requirements, mandatory say on pay, and say when on pay votes, as well as the coming ratio between executive pay and the pay of a company’s median employee.

Jesse Fried and Nitzan Shilon’ s important paper, Excess-Pay Clawbacks, highlights the problem of “excess pay” to executives arising from errors in earnings and compensation-related metrics. Although addressed in part by Dodd-Frank, significant additional measures are still needed.

The paper examines excess-pay clawback policies in S&P 500 firms prior to Dodd-Frank.

We find that nearly 50% of S&P 500 firms had no excess clawback policy whatsoever. Of those firms with clear policies, 81% did not require directors to recoup excess pay but rather gave directors discretion to let executives keep excess pay. Of the remaining Continue Reading →

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