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C » Topics » Equity Compensation Plan Information

This excerpt taken from the C DEF 14A filed Mar 20, 2009.
Equity Compensation Plan Information
 
Most of Citi’s outstanding equity awards were granted under three stockholder approved plans — the 1999 plan; the Travelers Group capital accumulation plan (Travelers plan); and the 1997 Citicorp stock incentive plan (Citicorp plan). There were no offerings under the 2000 employee stock purchase plan since the final purchase date under the last offering under this plan in 2005. A small percentage of currently outstanding equity awards have been granted under several plans that have not been approved by stockholders, primarily the Citigroup employee incentive plan (eip). All such awards were granted prior to April 19, 2005.
All of the plans are administered by the personnel and compensation committee, which is comprised entirely of non-employee independent directors. Persons eligible to participate in Citi’s equity plans are selected by management from time to time subject to the committee’s approval.
 
Effective April 19, 2005, stockholders approved amendments to the 1999 plan, and the other plans mentioned above (with the exception of the stock purchase plan) were terminated as a source of shares for future awards.
 
Please refer to Proposal 3 in this proxy statement for details regarding the proposed 2009 plan.


 
                         
    (a)   (b)   (c)
            Number of securities
            remaining available for
    Number of securities to be
 		  Weighted-average
 		  future issuance under equity
    issued upon exercise of
 		  exercise price of
 		  compensation plans (excluding
    outstanding options,
 		  outstanding options,
 		  securities reflected in
Plan Category   warrants and rights   warrants and rights   column (a))
 
 
Equity compensation plans approved by security holders
    238,090,389 (1)   $ 41.61 (2)     142,146,429 (3)
Equity compensation plans not approved by security holders
    7,235,975 (4)   $ 47.43 (5)     0 (6)
Total
    245,326,364     $ 41.84       142,146,429  
 
(1)  Includes 106.04 million shares issuable upon the vesting of deferred stock awards. Does not include an aggregate of 4.07 million shares subject to outstanding options granted by predecessor companies under plans assumed by Citi in connection with mergers and acquisitions. Citi has not made any awards under these plans, and they are not considered as a source of shares for future awards.
 
(2)  As described in footnote 1 above, does not include 4.07 million shares subject to outstanding options under certain plans assumed by Citi in connection with mergers and acquisitions, and 106.04 million shares subject to deferred stock awards. The weighted-average exercise price of the options is $44.80 per share.
 
(3)  Does not include shares that were available for issuance under plans approved by stockholders of acquired companies but
under which Citi does not make any awards. Of the number of shares available for future issuance, 75.70 million of such shares are available under a plan that provides for awards of restricted stock, in addition to (or in lieu of) options, warrants and rights.
 
(4)  Includes 867,213 shares issuable upon the vesting of deferred stock awards. Does not include 224,109 shares subject to outstanding options under a plan assumed by Citi in a merger. Citi has not made any awards under this plan, and it is not considered as a source of shares for future awards by Citi.
 
(5)  As described in footnote 4 above, does not include 224,109 shares subject to outstanding options under a plan assumed by Citi in a merger, and 867,213 shares subject to deferred stock awards. The weighted-average exercise price of the options is $45.71 per share.
 
(6)  Does not include plans of acquired companies under which Citi does not make


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any awards. Also does not include shares that may be purchased pursuant to the Travelers stock purchase plan for pfs representatives. This plan allows eligible pfs representatives to use their earned commissions to periodically purchase shares of Citi common stock at current market prices. Certain high performers may purchase shares, subject to plan limits, at discounts of up to 25%. The discount is funded by Primerica Financial Services and is considered additional compensation. Shares are purchased on the open market; no newly-issued or treasury shares are used in this program.
 
The following disclosure is provided with respect to plans that have not been submitted to stockholders for approval, and which remain active only with respect to previously granted awards. Except for the 2000 international stock purchase plan (which is administered under the stockholder-approved 2000 employee stock purchase plan), and the Associates plan (which was terminated upon its acquisition), all of the plans described below that were not approved by stockholders, were terminated as sources of shares for new awards effective upon approval by stockholders of the amended and restated 1999 plan on April 19, 2005. Because the plans continue to govern outstanding awards granted prior to April 19, 2005, various technical amendments designed to comply with changes in tax law and/or accounting standards have been made to the plans described below since April 19, 2005. Additional information regarding Citi’s equity compensation programs can be found in Note 8 to Citi’s financial statements contained in its 2008 annual report on Form 10-K.
 
This excerpt taken from the C 10-K filed Feb 22, 2008.

EQUITY COMPENSATION PLAN INFORMATION

 

    (a)     (b)     (c)  
Plan category  

Number of securities to be issued

upon exercise of outstanding

options, warrants and rights

    

Weighted-average exercise

price of outstanding options,

warrants and rights

    

Number of securities remaining

available for future issuance

under equity compensation

plans (excluding securities

reflected in column (a))

  

Equity compensation plans

approved by security holders

   240,131,097  (1)   $42.74  (2)   237,945,158  (3)

Equity compensation plans not

approved by security holders

   11,327,749  (4)   $47.61  (5)   0  (6)

Total

   251,458,846     $43.03     237,945,158  

 

(1) Includes 82.46 million shares issuable upon the vesting of deferred stock awards. Does not include an aggregate of 5.09 million shares subject to outstanding options granted by predecessor companies under plans assumed by Citigroup in connection with mergers and acquisitions. Citigroup has not made any awards under these plans, and they are not considered as a source of shares for future awards.
(2) As described in footnote 1 above, does not include 5.09 million shares subject to outstanding options under certain plans assumed by Citigroup in connection with mergers and acquisitions, and 82.46 million shares subject to deferred stock awards. The weighted-average exercise price of such options is $44.71 per share.
(3) Does not include shares that were available for issuance under plans approved by shareholders of acquired companies, but under which Citigroup does not make any awards. Of the number of shares available for future issuance, 171.49 million such shares are available under a plan that provides for awards of restricted stock, in addition to (or in lieu of) options, warrants and rights.
(4) Includes 1.45 million shares issuable upon the vesting of deferred stock awards. Does not include 271,290 shares subject to outstanding options under a plan assumed by Citigroup in a merger. Citigroup has not made any awards under this plan, and it is not considered as a source of shares for future awards by Citigroup.
(5) As described in footnote 4 above, does not include 271,290 shares subject to outstanding options under a plan assumed by Citigroup in a merger, and 1.45 million shares subject to deferred stock awards. The weighted-average exercise price of such options is $46.20 per share.
(6) Does not include plans of acquired companies under which Citigroup does not make any awards. Also does not include shares that may be purchased pursuant to the Travelers Group Stock Purchase Plan for PFS Representatives. This plan allows eligible Primerica Financial Services (PFS) representatives to use their earned commissions to periodically purchase shares of Citigroup common stock at current market prices. A limited number of high performers may purchase shares, subject to plan limits, at discounts of up to 25%. The discount is funded by Primerica Financial Services and is considered additional compensation. Shares are purchased on the open market; no newly issued or treasury shares are used in this program.

 

Most of Citigroup’s outstanding equity awards were granted under three stockholder approved plans—the Citigroup 1999 Stock Incentive Plan (the 1999 Plan); the Travelers Group Capital Accumulation Plan; and the 1997 Citicorp Stock Incentive Plan. There were no offerings under the Citigroup 2000 Stock Purchase Plan since the final purchase date under the last offering under this plan in 2005. A small percentage of equity awards have been granted under several plans that have not been approved by stockholders, primarily the Citigroup Employee Incentive Plan (EIP). Generally, awards are made to employees participating in Citigroup’s stock option, stock award or stock purchase programs.

All of the plans are administered by the Personnel and Compensation Committee of the Citigroup Board of Directors (the Committee), which is composed entirely of non-employee independent directors. Persons eligible to participate in Citigroup’s equity plans are selected by management from time to time subject to the Committee’s approval.

Effective April 19, 2005, stockholders approved amendments to the 1999 Plan, and the other plans mentioned above (with the exception of the 2000 Stock Purchase Plan) were terminated as a source of shares for future awards.

The following disclosure is provided with respect to plans that have not been submitted to stockholders for approval, and which remain active only with respect to previously granted awards. Additional information regarding Citigroup’s equity compensation programs can be found in Note 8 to the Company’s Consolidated Financial Statements on page 129.

 

This excerpt taken from the C 10-K filed Feb 23, 2007.

EQUITY COMPENSATION PLAN INFORMATION

 

    (a)     (b)     (c)  
Plan Category   Number of securities to be issued
upon exercise of outstanding
options, warrants and rights		    

Weighted-average exercise

price of outstanding options,
warrants and rights

    

Number of securities remaining
available for future issuance

under equity compensation

plans (excluding securities

reflected in column (a))

  

Equity compensation plans

approved by security holders

   253,085,543  (1)   $ 41.53  (2)   315,900,909  (3)

Equity compensation plans not

approved by security holders

   14,186,619  (4)   $ 47.37  (5)   0 (6)

Total

   267,272,162     $ 41.87     315,900,909  

 

(1) Includes 59.22 million shares issuable upon the vesting of deferred stock awards. Does not include an aggregate of 6.01 million shares subject to outstanding options granted by predecessor companies under plans assumed by Citigroup in connection with mergers and acquisitions. Citigroup has not made any awards under these plans, and they are not considered as a source of shares for future awards. The weighted-average exercise price of such options is $43.94 per share. Some of the assumed options also entitled the holders to receive Litigation Tracking Warrants (LTWs) upon exercise, in addition to the shares underlying the options. The LTWs were issued in 1998 to holders of the outstanding common stock of Golden State Bancorp Inc. (GSB), and assumed by Citigroup upon the acquisition of GSB in 2002. In 2005, following resolution of certain litigation against the U.S. government by Glendale Federal Bank, FSB, the LTWs became exercisable for a 60-day period entitling the holders to receive upon exercise 0.02302 share of Citigroup common stock and $0.6725 net cash payment after deducting the $0.0002 exercise price per LTW. Holders of unexercised GSB options who would have received LTWs had their options been exercised before the start of the LTW exercise period are entitled to receive the LTW consideration whenever the underlying GSB options are exercised. This could result in the issuance of less than 1,000 additional shares of Citigroup common stock if all the LTW options that remain outstanding are exercised in full.
(2) As described in footnote 1 above, does not include 6.01 million shares subject to outstanding options under certain plans assumed by Citigroup in connection with mergers and acquisitions, and 59.22 million shares subject to deferred stock awards.
(3) Does not include shares that were available for issuance under plans approved by shareholders of acquired companies but under which Citigroup does not make any awards. Of the number of shares available for future issuance, 249.50 million of such shares are available under plans that provide for awards of restricted stock, in addition to (or in lieu of) options, warrants and rights.
(4) Includes 2.14 million shares issuable upon the vesting of deferred stock awards. Does not include 287,018 shares subject to outstanding options under a plan assumed by Citigroup in a merger. Citigroup has not made any awards under this plan, and it is not considered as a source of shares for future awards by Citigroup. The weighted-average exercise price of such options is $46.33 per share.
(5) As described in footnote 4 above, does not include 287,018 shares subject to outstanding options under a plan assumed by Citigroup in a merger, and 2.14 million shares subject to deferred stock awards.
(6) Does not include plans of acquired companies under which Citigroup does not make any awards. Also does not include up to 4.59 million shares available for purchase pursuant to the Travelers Group Stock Purchase Plan for PFS Representatives. This plan allows eligible Primerica Financial Services (PFS) representatives to use their earned commissions to periodically purchase shares of Citigroup common stock at current market prices. A limited number of high performers may purchase shares, subject to plan limits, at discounts of up to 25%. The discount is funded by Primerica Financial Services and is considered additional compensation. Shares are purchased on the open market; no newly issued or treasury shares are used in this program.

 

Most of Citigroup’s outstanding equity awards were granted under three stockholder approved plans—the Citigroup 1999 Stock Incentive Plan (the 1999 Plan); the Travelers Group Capital Accumulation Plan; and the 1997 Citicorp Stock Incentive Plan. There were no offerings under the Citigroup 2000 Stock Purchase Plan since the final purchase date under the last offering under this plan in 2005. A small percentage of equity awards have been granted under several plans that have not been approved by stockholders, primarily the Citigroup Employee Incentive Plan. Generally, awards are made to employees participating in Citigroup’s stock option, stock award or stock purchase programs.

All of the plans are administered by the Personnel and Compensation Committee of the Citigroup Board of Directors (the Committee), which is comprised entirely of non-employee independent directors. Persons eligible to participate in Citigroup’s equity plans are selected by management from time to time subject to the Committee’s approval.

Effective April 19, 2005, stockholders approved amendments to the 1999 Plan, and the other plans mentioned above (with the exception of the 2000 Stock Purchase Plan) were terminated as a source of shares for future awards.

The following disclosure is provided with respect to plans that have not been submitted to stockholders for approval, and which remain active only with respect to previously granted awards. Additional information regarding Citigroup’s equity compensation programs can be found in Note 8 to the Company Consolidated Financial Statements on page 122.

This excerpt taken from the C 10-K filed Feb 24, 2006.

Equity Compensation Plan Information

Plan Category
   (a)
Number of securities to be issued
upon exercise of outstanding
options, warrants and rights
   (b)
Weighted-average exercise
price of outstanding options,
warrants and rights
   (c)
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
Equity compensation plans approved by security holders   296,535,557        $46.93(2)   370,176,147(3)
Equity compensation plans not approved by security holders   20,281,224(4)   $39.82(5)                 —(6)
Total   316,816,781        $40.27        370,176,147     
   
 
 
(1)
Includes 45.16 million shares issuable upon the vesting of deferred stock awards. Does not include an aggregate of 8.53 million shares subject to outstanding options granted by predecessor companies under plans assumed by Citigroup in connection with mergers and acquisitions. Citigroup has not made any awards under these plans, and they are not considered as a source of shares for future awards. The weighted-average exercise price of such options is $40.86 per share. Some of the assumed options also entitled the holders to receive Litigation Tracking Warrants (LTWs) upon exercise, in addition to the shares underlying the options. The LTWs were issued in 1998 to holders of the outstanding common stock of Golden State Bancorp Inc. (GSB), and assumed by Citigroup upon the acquisition of GSB in 2002. In 2005, following resolution of certain litigation against the U.S. government by Glendale Federal Bank, FSB, the LTWs became exercisable for a 60-day period entitling the holders to receive upon exercise 0.02302 share of Citigroup common stock and $0.6725 net cash payment after deducting the $0.0002 exercise price per LTW. Holders of unexercised GSB options who would have received LTWs had their options been exercised before the start of the LTW exercise period are entitled to receive the LTW consideration whenever the underlying GSB options are exercised. This could result in the issuance of up to an additional 4,429 shares of Citigroup common stock if all the LTW options are exercised in full.
(2)
As described in footnote 1 above, does not include 8.53 million shares subject to outstanding options under certain plans assumed by Citigroup in connection with mergers and acquisitions, and 45.16 million shares subject to deferred stock awards.
(3)
Does not include shares that were available for issuance under plans approved by shareholders of acquired companies but under which Citigroup does not make any awards. Of the number of shares available for future issuance, 303.73 million of such shares are available under plans that provide for awards of restricted stock, in addition to (or in lieu of) options, warrants and rights.
(4)
Includes 3.14 million shares issuable upon the vesting of deferred stock awards. Does not include 310,609 shares subject to outstanding options under a plan assumed by Citigroup in a merger. Citigroup has not made any awards under this plan, and it is not considered as a source of shares for future awards by Citigroup. The weighted-average exercise price of such options is $45.37 per share.
(5)
As described in footnote 4 above, does not include 310,609 shares subject to outstanding options under a plan assumed by Citigroup in a merger, and 3.14 million shares subject to deferred stock awards.
(6)
Does not include plans of acquired companies under which Citigroup does not make any awards. Also does not include up to 4.7 million shares available for purchase pursuant to the Travelers Group Stock Purchase Plan for PFS Representatives. This plan allows eligible Primerica Financial Services (PFS) representatives to use their earned commissions to periodically purchase shares of Citigroup common stock at current market prices. A limited number of high performers may purchase shares, subject to plan limits, at discounts of up to 25%. The discount is funded by Primerica Financial Services and is considered additional compensation. Shares are purchased on the open market; no newly-issued or treasury shares are used in this program.

        Most of Citigroup's outstanding equity awards were granted under four stockholder approved plans—the Citigroup 1999 Stock Incentive Plan (the 1999 Plan); the Travelers Group Capital Accumulation Plan; the 1997 Citicorp Stock Incentive Plan; and the Citigroup 2000 Stock Purchase Plan. A small percentage of equity awards have been granted under several plans that have not been approved by stockholders, primarily the Citigroup Employee Incentive Plan. Generally, awards were made to employees participating in Citigroup's stock option, stock award or stock purchase programs.

        All of the plans are administered by the Personnel and Compensation Committee of the Citigroup Board of Directors (the Committee), which is comprised entirely of non-employee independent directors. Persons eligible to participate in Citigroup's equity plans are selected by management from time to time subject to the Committee's approval.

        Effective April 19, 2005, stockholders approved amendments to the 1999 Plan, and the other plans mentioned above were terminated as a source of shares for future awards. Outstanding awards under the Travelers Life & Annuity Agency Capital Accumulation Plan vested, and the plan was terminated, effective upon the sale of Travelers Life & Annuity Company to MetLife on July 1, 2005.

        The following disclosure is provided with respect to plans that have not been submitted to stockholders for approval, and which remain active only with respect to previously granted awards. Additional information regarding Citigroup's equity compensation programs can be found in Note 20 to the Company Consolidated Financial Statements.

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

Equity Compensation Plan Information

 

Most of the equity awards made by Citigroup have been granted under four stockholder approved plans — the 1999 plan; the Travelers plan; the Citicorp plan; and the stock purchase plan. A small percentage of equity awards have been granted under several plans that have not been approved by stockholders, primarily the employee incentive plan. Generally, awards under all of the plans are made to employees who participate in Citigroup’s stock option, stock award or stock purchase programs.

 

All of the plans are administered by the personnel and compensation committee, which is comprised entirely of non-employee independent directors. Persons eligible to participate in Citigroup’s equity plans are selected by management from time to time and approved by the committee.

 

Please refer to Proposal 3 in this proxy statement for details regarding proposed amendments to the 1999 plan and termination of our other plans.

 

 

Equity Compensation Plan Information Table

 

Plan Category  

(a)

Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights

    

(b)

Weighted-average
exercise price of
outstanding
options, warrants
and rights

    

(c)

Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(a))

  
     

Equity compensation plans approved by securityholders

   336,505,047 (1)   $ 38.81 (2)   432,722,600 (3)

Equity compensation plans not approved by securityholders

   22,964,441 (4)     46.71 (5)   5,311,020 (6)

Total

   359,469,488       39.28     438,033,620  

 

Notes to Equity Compensation Plan Information Table

 

(1) Includes 29.55 million shares issuable upon the vesting of deferred stock awards. Does not include an aggregate of 11.68 million shares subject to outstanding options under plans assumed by Citigroup in connection with mergers and acquisitions. Citigroup has not made any awards under these plans, and they are not considered as a source of shares for future awards. The weighted-average exercise price of such options is $37.57 per share. Some of the assumed options also entitle the holders to receive an aggregate of up to 281,566 Litigation Tracking Warrants (LTWs). The LTWs were issued in 1998 to holders of the outstanding common stock of Golden State Bancorp Inc. (GSB), and were assumed by Citigroup upon the acquisition of GSB in 2002. The LTWs, which are listed on the NASDAQ National Market under the trading symbol GSBNZ, could become exercisable for shares of Citigroup common stock and cash upon the occurrence of certain events. The number of shares for which each LTW may become exercisable, if any, will depend on factors existing at such time, including the number of LTWs that remain outstanding.

 

(2) As described in footnote 1 above, does not include 11.68 million shares subject to outstanding options under certain plans assumed by Citigroup in connection with mergers and acquisitions, and 29.55 million shares subject to deferred stock awards.

 

(3) Includes 310.99 million shares available for issuance under the Citicorp plan. This plan, which expires on December 31, 2006, provides that the number of authorized shares shall be increased each January 1 by 1.5% of the common stock and

 

(footnotes continued on following page)

 

64

Table of Contents

(footnotes continued from previous page)

 

equivalents outstanding at the prior December 31st, plus any shares subject to awards which were forfeited, canceled or settled without issuance. The Citicorp plan was approved by shareholders of Citicorp on April 9, 1997, and assumed by Citigroup pursuant to the merger of Citicorp and Travelers Group Inc., which was approved by shareholders of both companies on July 22, 1998. The Citicorp plan will be terminated if Proposal 3 in this proxy statement is approved. Does not include shares that were available for issuance under plans approved by shareholders of acquired companies but under which Citigroup does not make any awards. Of the number of shares available for future issuance, 368.99 million of such shares are available under plans that provide for awards of restricted stock, in addition to (or in lieu of) options, warrants and rights.

 

(4) Includes 3.78 million shares issuable upon the vesting of deferred stock awards. Does not include 310,609 shares subject to outstanding options under a plan assumed by Citigroup in a merger. Citigroup has not made any awards under this plan, and it is not considered as a source of shares for future awards by Citigroup. The weighted-average exercise price of such options is $45.37 per share.

 

(5) As described in footnote 4 above, does not include 310,609 shares subject to outstanding options under a plan assumed by Citigroup in a merger, and 3.78 million shares subject to deferred stock awards.

 

(6) Does not include plans of acquired companies under which Citigroup does not make any awards. Of the number of shares available for future issuance, 5.20 million of such shares are available under the employee incentive plan, which provides for awards of restricted stock, in addition to (or in lieu of) options, warrants and rights, and 110,320 shares are available under a plan that provides for awards of restricted stock only. This plan will be terminated upon the expected sale of Travelers Life & Annuity Company to MetLife, Inc.

 

LOGO

 

The following disclosure is provided with respect to the employee incentive plan and other plans that have not been submitted to stockholders for approval. Additional information regarding Citigroup’s equity compensation programs can be found in Note 23 to Citigroup’s financial statements contained in its Annual Report in Form 10-K.

 

EXCERPTS ON THIS PAGE:

DEF 14A
Mar 20, 2009
10-K
Feb 22, 2008
10-K
Feb 23, 2007
10-K
Feb 24, 2006
DEF 14A
Mar 15, 2005

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