Citigroup DEF 14A 2007
Documents found in this filing:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
399 Park Avenue
New York, NY 10043
March 13, 2007
We cordially invite you to attend Citigroups annual stockholders meeting. The meeting will be held on Tuesday, April 17, 2007, at 9AM at Carnegie Hall, 154 West 57th Street in New York City. The entrance to Carnegie Hall is on West 57th Street just east of Seventh Avenue.
At the meeting, stockholders will vote on a number of important matters. Please take the time to carefully read each of the proposals described in the attached proxy statement.
Thank you for your support of Citigroup.
Chairman of the Board
and Chief Executive Officer
This proxy statement and the accompanying proxy card are being mailed to Citigroup stockholders beginning about March 13, 2007.
399 Park Avenue
New York, NY 10043
Notice of Annual Meeting of Stockholders
Citigroups annual stockholders meeting will be held on Tuesday, April 17, 2007, at 9AM at Carnegie Hall, 154 West 57th Street in New York City. The entrance to Carnegie Hall is on West 57th Street just east of Seventh Avenue. You will need an admission ticket or proof of ownership of Citigroup stock to enter the meeting.
At the meeting, stockholders will be asked to
The close of business on February 21, 2007 is the record date for determining stockholders entitled to vote at the annual meeting. A list of these stockholders will be available at Citigroups headquarters, 399 Park Avenue, New York City, before the annual meeting.
Please sign, date and promptly return the enclosed proxy card in the enclosed envelope, or vote by telephone or Internet (instructions are on your proxy card), so that your shares will be represented whether or not you attend the annual meeting.
By order of the board of directors
Michael S. Helfer
March 13, 2007
The following table shows the beneficial ownership of Citigroup common stock by our directors and certain executive officers at February 28, 2007.
Proposal 1: Election of Directors
The following tables give information provided by the nominees about their principal occupation, business experience, and other matters.
The board of directors recommends that you vote for each of
the following nominees.
The following table shows the current membership of each of the foregoing committees.
The following table provides information on 2006 compensation for non-employee directors.
Non-Employee Director Compensation Table
The following chart shows the amount of dividend equivalents and interest paid to the non-employee directors in 2006 with respect to their shares of Citigroup common stock held in their deferred stock accounts.
Director Stock Option Grant Table
Audit and Risk Management Committee Report
The Audit and Risk Management Committee (Committee) operates under a charter that specifies the scope of the Committees responsibilities and how it carries out those responsibilities. A copy of the Committee charter is attached to Citigroups proxy statement as Annex B.
The Board of Directors has determined that all six members of the Committee are independent based upon the standards adopted by the Board, which incorporate the independence requirements under applicable laws, rules and regulations.
Management is responsible for the financial reporting process, the system of internal controls, including internal control over financial reporting, and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. KPMG LLP, Citigroups independent registered public accounting firm (independent auditors) is responsible for the integrated audit of the consolidated financial statements and internal control over financial reporting. The Committees responsibility is to monitor and oversee these processes and procedures. The members of the Committee are not professionally engaged in the practice of accounting or auditing and are not professionals in these fields. The Committee relies, without independent verification, on the information provided to us and on the representations made by management regarding the effectiveness of internal control over financial reporting, that the financial statements have been prepared with integrity and objectivity and that such financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The Committee also relies on the opinions of the independent auditors on the consolidated financial statements and the effectiveness of internal control over financial reporting.
The Committees meetings facilitate communication among the members of the Committee, management, the internal auditors, and Citigroups independent auditors. The Committee separately met with each of the internal and independent auditors, with and without management, to discuss the results of their examinations and their observations and recommendations regarding Citigroups internal controls. The Committee also discussed with Citigroups independent auditors all matters required by generally accepted auditing standards, including those described in Statement on Auditing Standards No. 61 Communication with Audit Committees as amended by Statement on Accounting Standards No. 90 Audit Committee Communications.
The Committee reviewed and discussed the audited consolidated financial statements of Citigroup as of and for the year ended December 31, 2006 with management, the internal auditors, and Citigroups independent auditors.
The Committee has received the written disclosures required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees. The Committee discussed with the independent auditors any relationships that may have an impact on their objectivity and independence and satisfied itself as to the auditors independence.
The Committee has reviewed and approved the amount of fees paid to the independent auditors for audit, audit related and tax compliance services. The Committee concluded that the provision of services by the independent auditors is compatible with the maintenance of their independence.
Based on the above-mentioned review and discussions, and subject to the limitations on our role and responsibilities described above and in the Committee charter, the Committee recommended to the Board that Citigroups audited consolidated financial statements be included in Citigroups Annual Report on Form 10-K for the year ended December 31, 2006 for filing with the SEC.
THE AUDIT AND RISK MANAGEMENT COMMITTEE:
C. Michael Armstrong (Chair)
John M. Deutch
Andrew N. Liveris
Anne M. Mulcahy
Dated: February 16, 2007
The Personnel and Compensation Committee Report
In accordance with its written charter, the Personnel and Compensation Committee (the Committee) evaluated the performance of and determined the compensation for the Chief Executive Officer and approved the compensation structure for senior management, including the operating committee, members of the business planning groups, the most senior managers of corporate staff and other highly paid professionals.
The Committee reviewed and discussed the Compensation Discussion and Analysis with members of senior management and, based on this review, the Committee recommended to the Board of Directors of Citigroup Inc. that the Compensation Discussion and Analysis be included in Citigroups annual report on Form 10-K and proxy statement on Schedule 14A filed with the Securities and Exchange Commission.
THE PERSONNEL AND COMPENSATION COMMITTEE:
Richard D. Parsons (Chair)
Alain J.P. Belda
Kenneth T. Derr
Ann D. Jordan
February 2, 2007
Awards made by the Committee
Based on the foregoing, in January 2007 the committee approved the following incentive awards to the named executive officers for their performance in 2006:
This table reflects the way in which the committee analyzed and made awards to the named executive officers for performance in 2006. The values for the stock awards in the above table differ from the values disclosed in the Summary Compensation Table (appearing later in this section) for the same awards, as shown in the table below.