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C » Topics » Chairman of the Board

This excerpt taken from the C DEF 14A filed Jun 18, 2009.

Chairman of the Board

 

4

Table of Contents

LOGO

Citigroup Inc.

399 Park Avenue

New York, NY 10043

June 18, 2009

Dear Common Stockholder:

We are writing to you to request that you grant your proxy authorizing the individuals pre-printed on the enclosed proxy card to execute a written consent in respect of the shares of common stock that you hold as of the Record Date (as defined below) to approve the following proposed amendments to our restated certificate of incorporation. These proposals have been unanimously approved and declared advisable by the board of directors:

 

  •  

to increase the number of authorized shares of common stock from 15 billion to 60 billion (the Authorized Share Increase);

 

  •  

to (i) effect a reverse stock split of our common stock at any time prior to June 30, 2010 at one of seven reverse split ratios, 1-for-2, 1-for-5, 1-for-10, 1-for-15, 1-for-20, 1-for-25 or 1-for-30, as determined by the board of directors in its sole discretion and (ii) if and when the reverse stock split is effected, reduce the number of authorized shares of our common stock by the reverse split ratio determined by the board of directors (the Reverse Stock Split); and

 

  •  

to eliminate the voting rights of shares of common stock with respect to any amendment to the restated certificate of incorporation (including any certificate of designation related to any series of preferred stock) that relates solely to the terms of one or more outstanding series of preferred stock, if such series of preferred stock is entitled to vote, either separately or together as a class with the holders of one or more other such series, on such amendment (the Preferred Stock Change, and together with the Authorized Share Increase and the Reverse Stock Split, the Common Stock Amendments).

The effectiveness of any Common Stock Amendment is not conditioned on the approval of any other Common Stock Amendment.

In order to save the expense associated with holding a special meeting, the board of directors has elected to obtain stockholder approval of the amendments described above by written consent pursuant to Section 228 of the Delaware General Corporation Law, rather than by calling a meeting of stockholders. We are soliciting proxies from all of the holders as of the Record Date of our common stock that was not issued in the Exchange Offers (as defined below) to authorize the individuals designated by Citigroup on the enclosed proxy card to execute a written consent in favor of the Common Stock Amendments. We are also soliciting Proxy Instructions (as defined in the enclosed proxy statement) from holders of our Public Preferred Depositary Shares (as defined below) and Trust Preferred Securities (as defined below), in respect of the shares of common stock that may be issued to them in the Exchange Offers in exchange for such Public Preferred Depositary Shares and Trust Preferred Securities.

Granting your proxy authorizing the individuals designated by Citigroup on the enclosed proxy card to execute a written consent to approve the Common Stock Amendments is important for the success of the transactions that we announced on February 27, 2009 to strengthen our tangible common equity (TCE) and Tier 1

 

This excerpt taken from the C DEF 14A filed Jun 18, 2009.

Chairman of the Board

 

4

Table of Contents

 

LOGO

Citigroup Inc.

399 Park Avenue

New York, NY 10043

June 18, 2009

Dear Common Stockholder:

We are writing to you as a holder of common stock as of the close of business on June 16, 2009 (the Record Date) to request that you grant your proxy authorizing the individuals pre-printed on the enclosed proxy card to execute a written consent with respect to the following proposed amendments to our restated certificate of incorporation and the certificates of designation of each of our 8.500% Non-Cumulative Preferred Stock, Series F (Series F); 8.400% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series E (Series E); 8.125% Non-Cumulative Preferred Stock, Series AA (Series AA); and 6.500% Non-Cumulative Convertible Preferred Stock, Series T (Series T and, collectively, the Public Preferred Stock), in each case, that have been unanimously approved and declared advisable by the board of directors:

 

  •  

to eliminate the requirement that:

 

  ¡  

full dividends on all outstanding shares of the series of Public Preferred Stock must have been declared and paid or declared and set aside before we may pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to our common stock or any other securities junior to such series of Public Preferred Stock;

 

  ¡  

if full dividends are not declared and paid in full on any series of Public Preferred Stock, dividends with respect to all series of stock ranking equally with such series of Public Preferred Stock be declared on a proportional basis, such that no series is paid a greater percentage of its stated dividend than any other equally ranking series; and

 

  ¡  

dividends on outstanding shares of preferred stock be paid or declared and set apart for payment, before any dividends may be paid or declared and set apart for payment on any outstanding shares of common stock (collectively, the Dividend Blocker Amendment);

 

  •  

to eliminate, upon the delisting of a series of Public Preferred Depositary Shares (as defined below), the right of holders of Public Preferred Stock to elect two directors if dividends have not been paid for six quarterly dividend periods (or, in the case of the Series E Public Preferred Stock, for three semi-annual dividend periods), whether or not consecutive (the Director Amendment);

 

  •  

to clarify that any shares of any series of Public Preferred Stock acquired by us may not be reissued by us as part of such series, and will instead be restored to the status of authorized but unissued shares of preferred stock without designation as to series (the Retirement Amendment); and

 

  •  

to increase the number of authorized shares of preferred stock from 30 million to 2 billion (the Authorized Preferred Stock Increase and, together with the Dividend Blocker Amendment, the Director Amendment and the Retirement Amendment, the Public Preferred Stock Amendments).

The effectiveness of any Public Preferred Stock Amendment is not conditioned on the approval of any other Public Preferred Stock Amendment.

In order to save the expense associated with holding a special meeting, the board of directors has elected to obtain stockholder approval of the amendments described above by written consent pursuant to Section 228 of the Delaware General Corporation Law, rather than by calling a meeting of stockholders. We are soliciting

 

This excerpt taken from the C DEF 14A filed Mar 13, 2008.

Chairman of the Board

 

This proxy statement and the accompanying proxy card are being mailed to

Citi’s stockholders beginning about March 13, 2008.

Table of Contents

 

LOGO

 

Citigroup Inc.

399 Park Avenue

New York, NY 10043

 

This excerpt taken from the C DEF 14A filed Mar 14, 2006.

Chairman of the Board

 

 

This proxy statement and the accompanying proxy card are being mailed to Citigroup stockholders beginning about March 14, 2006.

Table of Contents

 

LOGO

 

Citigroup Inc.

399 Park Avenue

New York, NY 10043

 

 

This excerpt taken from the C DEF 14A filed Mar 15, 2005.

Chairman of the Board

 

 

This proxy statement and the accompanying proxy card are being mailed to Citigroup stockholders beginning about March 15, 2005.

Table of Contents

 

 

LOGO

Citigroup Inc.

399 Park Avenue

New York, NY 10043

 

 

EXCERPTS ON THIS PAGE:

DEF 14A
Jun 18, 2009
DEF 14A
Jun 18, 2009
DEF 14A
Mar 13, 2008
DEF 14A
Mar 14, 2006
DEF 14A
Mar 15, 2005

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