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These excerpts taken from the C DEF 14A filed Mar 20, 2009. Proposal 5
Evelyn Y. Davis, Editor, Highlights and Lowlights, Watergate
Office Building, 2600 Virginia Ave., N.W., Suite 215,
Washington, DC 20037, owner of 1,260 shares, has submitted
the following proposal for consideration at the annual meeting:
RESOLVED: “That the stockholders of Citigroup assembled in
Annual Meeting in person and by proxy hereby request the Board
of Directors to have the Company furnish the stockholders each
year with a list of people employed by the Corporation with the
rank of Vice President or above, or as a consultant, or as a
lobbyist, or as legal counsel or investment banker or director,
who, in the previous five years have served in any governmental
capacity, whether Federal, City or State, or as a staff member
of any CONGRESSIONAL COMMITTEE or regulatory
agency, and to disclose to the stockholders whether such person
was engaged in any matter which had a bearing on the business of
the Corporation
and/or its
subsidiaries, provided that information directly affecting the
competitive position of the Corporation may be omitted.”
REASONS: “Full disclosure on these matters is essential at
Citigroup because of its many dealing with Federal and State
agencies, and because of pending issues forthcoming in Congress
and/or State
and Regulatory Agencies.” “Last year the owners of
215,850,154 shares, representing approximately 6.4% of
shares voting, voted FOR this proposal.”
“If you AGREE, please mark your proxy FOR this
resolution.”
MANAGEMENT
COMMENT
Citi recruits and selects its directors, officers, employees,
and outside professionals on the basis of their qualifications,
expertise, and integrity. When Citi hires a former governmental
worker, it is subject to numerous federal, state, and local laws
that regulate the activities of officials after they leave
government service. In addition, Citi’s Code of Conduct
requires employees to be sensitive to activities, interests, or
relationships that might interfere with, or even appear to
interfere with their ability to act in the best interests of
Citi and its stakeholders.
sec rules already
require Citi to describe in public filings sent to or available
to all stockholders the business experience during the past
5 years of all of its directors and executive officers.
Please see this proxy statement for a description of the
business experience of each of our directors and Citi’s
2008
Form 10-K
Report for a description of the business experience of each of
our executive officers. Disclosure of prior government service
of the additional people covered by the proposal would not
provide any meaningful information in our opinion.
The board recommends that you vote against this
proposal 5.
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Proposal 6
The Firefighters’ Pension System of the City of Kansas
City, Missouri, Trust, 414 East 12th Street,
12th Floor, City Hall, Kansas City, MO 64106, beneficial
owner of 100 shares; and The City of Philadelphia Public
Employees Retirement System, Two Penn Center Plaza,
Philadelphia, PA 19102, beneficial owner of 79,631 shares,
have submitted the following proposal for consideration at the
annual meeting:
RESOLVED, that the shareholders of Citigroup Inc.
(“Company”) hereby request that the Company provide a
report, updated semi-annually, disclosing the Company’s:
Sec. 527 of the Internal Revenue Code and any portion of
any dues or similar payments made to any tax exempt organization
that is used for an expenditure or contribution if made directly
by the corporation would not be deductible under
section 162 (e)(1)(B) of the Internal Revenue Code. The
report shall include the following:
The report shall be presented to the board of directors’
audit committee or other relevant oversight committee and posted
on the company’s website to reduce costs to shareholders.
Proposal 7
Sisters of St. Francis of Philadelphia, 609 South Convent
Road, Aston, PA 19014, beneficial owner of 21,072 shares;
Friends Fiduciary Corp., 1515 Cherry Street, Philadelphia, PA
19102, beneficial owner of 25,000 shares; School Sisters of
Notre Dame Cooperative Investment Fund, 345 Belden Hill Road,
Wilton, CT 06897, beneficial owner of 464 shares;
Benedictine Sisters of Monasterio Pan de Vida, Apdo,
Torreón, Coahuila, Mexico, CP 27000, beneficial owner of
500 shares; Benedictine Sisters of Mount St. Scholastica,
801 S. 8th Street, Atchison, KS 66002, beneficial
owner of 3,947 shares; Benedictine Sisters of Virginia,
9535 Linton Hall Road, Bristow, VA
20136-1217,
beneficial owner of 2,000 shares; MMA Praxis Core Stock
Fund, 1110 North Main Street, Goshen, IN 46527, beneficial owner
of 63,200 shares; School Sisters of Notre Dame of
St. Louis, 320 East Ripa Avenue, St. Louis, MO 63125,
beneficial owner of 2,150 shares; Benedictine Sisters of
Borne, TX, 285 Oblate Drive, San Antonio, TX 78216,
beneficial owner of 900 shares; and School Sisters of Notre
Dame — Milwaukee Province, 13105 Watertown Plank Road,
Elm Grove, WI 53122, beneficial owner of 23,265 shares,
have submitted the following proposal for consideration at the
annual meeting:
Whereas:
Our company is one of the nation’s largest credit card issuers, with tens of billions of dollars in outstanding credit card loans to consumers.
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Amid the economic uncertainty sparked by the sub-prime mortgage
crisis, some banks are turning to their high-margin credit card
divisions to help offset their losses elsewhere.
In the wake of declining home values and the inability to tap
into this source of funds, many Americans are turning to credit
cards as a last source of capital to get them through difficult
times.
According to the Federal Reserve Statistical Release, revolving
debt as a percentage of total debt in US households is
dramatically increasing and credit card loans are at their
highest delinquency rates since 1993.
The sub-prime borrowing class is the most profitable market
segment for credit card issuers, and most vulnerable to
predatory practices.
Sub-prime consumers, specifically those with FICO credit scores
less than 660, are often targeted with “fee
harvesting” cards. These cards, which typically carry a
limit of no more than $500, can cost borrowers up to half or
more of their credit limit simply in activation and maintenance
fees, while positioning the cardholder to unknowingly incur
late, over-the-limit and other fees.
Based on an October 2008 report by Innovest, 28% of our
company’s credit card accounts are classified as sub-prime.
Aggressive and questionable marketing to teenagers and college
students — often using poor lending
criteria — has contributed to a rise in undergraduate
credit card debt from an average of $2,169 in 2004 to $8,612 in
2006.
Provisions such as universal default, sometimes known as
risk-based pricing, unfairly penalize borrowers with higher
rates on accounts where they have never missed a payment.
Typical credit card practices such as bait and switch marketing,
changes of mailing address, delayed billing, hidden fees and
unintelligible cardholder agreements hurt consumers.
Resolved: That the shareholders request the
Board of Directors to complete a report to shareholders,
prepared at reasonable cost and omitting proprietary
information, evaluating with respect to practices commonly
deemed to be predatory, our company’s credit card
marketing, lending and collection practices and the impact these
practices have on borrowers.
Supporting Statement:
Trapping consumers in debt under predatory terms that make successful repayment virtually impossible weakens the long-term financial prospects of our company and the national economy as a whole. Credit card policies and practices designed to strengthen (rather than abuse) consumers’ financial health are in the best interest of our company and its clients.
MANAGEMENT
COMMENT
Citi opposes the types of predatory lending practices described
in the proposal. Citi Cards does not engage in credit card
lending practices which are predatory. Nor do we engage in
questionable service practices. Citi works with customers,
community groups, shareholders, religious organizations, elected
officials and regulators in setting standards for Citi’s
credit card operations and the consumer finance industry. Citi
considers many of our practices to be the best in the industry.
In particular, Citi Cards has been specifically cited for its
clear and transparent disclosures and card member agreements by
federal regulators which are
designed to provide consumers with the most pertinent
information. Our credit card practices strike the right balance
between providing access to credit for those who need it most
while setting consumer protection standards that lead the
industry.
Adoption of the proposal would not be in the best interests of
Citi’s stockholders because the report requested would be
costly and is unnecessary in light of the comprehensive
regulations and procedures that Citi must adhere to in its
credit card operations.
Because Citi is subject to extensive federal and state
regulations that are designed to prevent predatory credit card
practices, adoption of the proposal is unnecessary and the board
recommends that you vote against this proposal 7.
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Proposal 8
Richard A. Dee, 115 East 89th Street, New York, NY 10128,
beneficial owner of 120 shares, has submitted the following
proposal for consideration at the annual meeting:
“The purpose of this proposal is to enable the owners of
Citigroup, its stockholders, to actually “elect”
Directors. Its approval will be a first step toward enabling
corporate owners to participate in choosing and empowering those
responsible for Citigroup’s future.
“It is hereby requested that the Board of Directors
adopt promptly a resolution requiring that the Nomination and
Governance Committee nominate two candidates for each
directorship to be filled by voting of stockholders at annual
meetings. In addition to customary personal background
information, Proxy Statements shall include a statement by each
candidate as to why he or she believes they should be
elected.
“Stockholders of publicly-owned companies have been made to
believe that they ‘elect’ directors. Not True. Without
a “choice” of candidates, there is no real
“Election of Directors”. What occurs is simply a
“ratification” of the only candidates offered.
“Citigroup opposed and defeated my similar 2008 Proposal,
charging, incorrectly, that what I proposed:
“would inappropriately politicize the process of electing
our board and potentially alienate many talented candidates who
would choose not to be nominees in this type of election.
Moreover, the divisiveness created by competing slates of
nominees, some of whom would be supported by the [Nominating and
Governance] committee and some of whom would not have the
benefit of such support, would potentially undermine the
effectiveness of the board that is ultimately elected.”
“Is there anything wrong with having a board that is
“politicized” to the extent that its members actually
and democratically have been elected?
“Far too many business executives/directors are neither
accustomed to nor happy with competing for positions. On the
other hand, their careers show them to have been excellent
politicians when it comes to impressing some for whom they have
worked. Understandably, many supposedly “talented
candidates would choose not to be nominees in this type of
election”. No Surprise. Their credentials and proven
effectiveness as business managers would be subjected to
unwanted scrutiny — by public stockholders.
“Citigroup spoke of “competing slates of
nominees”. What I propose has nothing to do with
“slates”. All nominees would continue to be selected
and proposed by the Nomination and Governance Committee.
All candidates would stand as equals, and those who received
the highest numbers of shares voted in their favor (based on the
number of positions to be filled) would become directors.
“Why do unopposed candidates need what Citigroup called
“support”? Citigroup simply does not want to seek and
nominate new director candidates who might end up replacing
“good old reliables”, and if it nominated bozos, it
might be obvious. I am convinced that the
“effectiveness” of the board would be improved
considerably if new faces are a possibility that becomes a
reality.
“If approved, this proposal will enable Citigroup
stockholders to bring about director turnover — and
replace any or all directors if they become dissatisfied with
the results of their policies
and/or
company performances. That is not a happy prospect even for
those able to nominate their successors.
“Please vote FOR this proposal.”
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MANAGEMENT
COMMENT
Citi has an effective process in place for identifying and
electing candidates to the board of Citi. It would be
disadvantageous to Citi and its stockholders to change the
existing processes as recommended in this proposal.
The board has established a process for identifying and
nominating director candidates that has resulted in the election
of highly qualified and capable members dedicated in their
service to Citi. The nomination and governance committee
recommends to the board the desired composition and size of the
board and carefully considers nominees for directorships from a
select group of individuals who are both professionally
qualified and legally eligible to serve as directors of Citi.
Nominations from stockholders, properly submitted in writing to
our Corporate Secretary, are referred to the committee for its
consideration. An outside consultant assists the nomination and
governance committee in finding and evaluating candidates. The
committee makes its recommendations to the board based on its
judgment as to which of these candidates will best serve the
interests of our stockholders. The stockholders annually vote on
the entire board, under a majority vote standard.
The proposal calls for the committee to nominate twice as many
candidates as there are positions to be filled. This would
inappropriately politicize the process of electing our board and
certainly alienate many talented candidates who would choose not
to be nominees in this type of election. Moreover, the
divisiveness created by competing slates of nominees, some of
whom would be supported by the committee and some of whom would
not have the benefit of such support, would potentially
undermine the effectiveness of the board that is ultimately
elected.
The proposal would likely impair the board’s ability to
achieve the balance required to effectively carry out its duties
because the proposal would create a contested election every
year; therefore, the board recommends that you vote
against this proposal 8.
Proposal 9
The Free Enterprise Action Fund, 12309 Briarbush Lane, Potomac,
MD 20854, owner of 4,580 shares, has submitted the
following proposal for consideration at the annual meeting:
Carbon Principles Report
Resolved: The shareholders request that the Company prepare by
October 2009, at reasonable expense and omitting proprietary
information, a Carbon Principles Report. The report should
describe and discuss how the Company’s implementation of
the Carbon Principles has impacted the environment.
Supporting Statement:
Coal is used to provide 50 percent of the
U.S. electricity supply. The burning of coal by
U.S. electricity utilities is clean and safe for the
environment. Air emissions are regulated by states and the
federal government. Since burning coal is the least expensive
way to produce electricity, consumers benefit from low
electricity rates.
In February 2008, Citigroup adopted the so-called “Carbon
Principles,” one purpose of which is supposedly to
“strengthen environmental...risk management in the
financing and construction of electricity generation.”
We believe, however, that the Carbon Principles unfairly and
unnecessarily stigmatize the conventional use of coal to produce
electricity. Moreover, there is no commercially available or
financially viable alternative to the conventional use of coal.
See Steven Milloy, “Candidates Don’t Come Clean
on Coal,” FoxNews.com, October 16, 2008,
http://www.foxnews.com/story/0,2933,439321,00.html.
We want the Company to describe the environmental impacts of its
implementation of the Carbon Principles so that shareholders can
determine for themselves whether such impacts are worth the
reputational damage being inflicted on the source of
50 percent of the U.S. electricity supply.
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MANAGEMENT
COMMENT
The Carbon Principles are carbon risk guidelines associated with
climate change for advisors and lenders to power companies in
the United States. These Principles are the result of an
intensive effort by Citi and other firms, leading power
companies and environmental organizations to create an approach
to evaluating and addressing carbon risks in the financing of
electric power projects in the United States. The need for these
Principles is driven by the risks faced by the US power industry
as utilities, independent producers, regulators, lenders and
investors deal with the uncertainties around regional and
national climate change policy. Given these uncertainties and
risks in the current political environment, Citi chose to deal
with them in a way that supports our clients and addresses the
reality of the country’s power needs and energy supply mix.
We do not believe that these Principles unfairly and
unnecessarily stigmatize the use of coal, and in fact outline
intelligent due diligence and risk management processes that
enable the financing of conventional power generation. The
extent to which the Carbon Principles apply to any given
transaction is determined in accordance with the established
framework for such reviews. A description of this framework is
publicly available on the Carbon Principles website
(http://www.carbonprinciples.org/). Citi has incorporated these Principles into its internal Policy, risk management frameworks and decision-making processes as deemed appropriate by Management. Citi has committed to report publicly on its implementation of the Principles via its Corporate Citizenship Report.
There is no regulatory requirement to produce either a
Citizenship Report or a Carbon Principles Report. Decisions to
prepare or not prepare such reports must take into account the
allocation of funds and resources that would need to be devoted
to such efforts, as well as the propriety of making such
disclosures. The Company, in compliance with regulatory
requirements, and voluntarily with respect to Citi’s
Corporate Citizenship Report, provides reports in a manner and
to the degree deemed appropriate by management. Further
disclosure of the type requested in the proposal would not, in
the Company’s opinion, be appropriate.
Because the Company discloses information regarding the
Carbon Principles in its Corporate Citizenship Report, the board
recommends that you vote against this
proposal 9.
Proposal 10
American Federation of Labor and Congress of Industrial
Organizations, 815 Sixteenth Street, N.W., Washington, DC 20006,
beneficial owner of 3,200 shares, has submitted the
following proposal for consideration at the annual meeting:
Resolved, shareholders of Citigroup Inc. (the
“Company”) urge the Compensation Committee of the
Board of Directors to adopt a policy requiring senior executives
to retain 75% of the shares acquired through compensation plans
for
two years following the termination of their employment (through
retirement or otherwise), and to report to shareholders
regarding the policy before the Company’s 2010 annual
meeting. The policy should prohibit hedging transactions that
are not sales but offset the risk of loss to the executive. This
proposal shall cover only compensation awards under a new equity
plan or a compensation arrangement with its executives.
SUPPORTING
STATEMENT
Equity-based compensation is an important component of senior
executive compensation at our Company. According to the 2008
proxy statement, equity-based awards, including stock and stock
option awards, accounted for between 23% and 80% of total
compensation for the
Named Executive Officers (“NEOs”). Of the
$64.4 million in compensation paid to the 7 individuals
listed, $22.7 million, or 35%, came from stock awards and
stock options.
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Requiring senior executives to hold a significant portion of the
shares received through compensation plans after their
termination of employment forces them to focus on the
Company’s long-term success and better align their
interests with that of shareholders. The absence of such a
requirement lets NEOs walk away without facing the consequences
of actions aimed at generating short-term financial results. The
current financial crisis has made it imperative for companies to
reshape compensation policies and practices to discourage
excessive risk-taking and promote long-term, sustainable value
creation.
When Charles Prince, former chairman and CEO of our Company, was
forced out in November 2007, he was allowed to retain more than
$28 million in unvested stock and options that vested
immediately and, under the terms of his separation agreement, he
could exercise the options and cash out over the next two years,
according to the 2008 proxy.
The Aspen Principles, endorsed by both The Business Roundtable
and the Council of
Institutional Investors, urge that “senior executives hold
a significant portion of their equity-based compensation for a
period beyond their tenure.”
A 2002 report by a commission of The Conference Board endorsed
the idea of a holding requirement, stating that the long-term
focus promoted thereby “may help prevent companies from
artificially propping up stock prices over the short-term to
cash out options and making other potentially negative
short-term decisions.”
Our Company requires senior executives to hold at least 75% of
the equity awarded to them while they’re employed by
Citigroup. We believe the NEOs should be required to hold equity
awards for at least two years after termination to ensure
executives share in both the upside and downside risk of their
actions while at the Company.
We urge shareholders to vote for this proposal.
MANAGEMENT
COMMENT
As discussed on page 16 of this proxy statement, Citi has
long had one of the most restrictive stock ownership commitments
of US corporations, requiring the board and members of
Citi’s management executive committee to hold 75% of the
net shares delivered to them pursuant to awards granted under
Citi’s equity programs, subject to the provisions contained
in the commitment. Members of the senior leadership committee
must hold 50% of the net shares delivered to them.
As part of its compensation program, Citi ordinarily awards
restricted or deferred stock to employees as part of their
annual bonus compensation. For 2008, members of the Executive
Committee will receive significantly larger proportions of their
bonuses in deferred compensation than will other employees.
Restricted and deferred stock awards generally vest over a
4-year period and, for the most senior executives, are subject
to the holding requirements of the stock ownership commitment.
Because senior executives receive a large portion of their
incentive compensation in the form of restricted or deferred
stock, and
have to hold 75% of that stock during their tenure at Citi,
Citi’s senior executives hold a significant proportion of
their net worth in Citi stock, creating a strong alignment
between the interests of these executives and those of
Citi’s long-term stockholders.
Requiring Citi’s executives to continue to hold these
shares for 2 years following their departure from Citi is
unnecessary because there are compensating controls in place to
prevent the types of behavior the proposal is designed to
address. Post-departure holding periods are designed to prevent
executives from taking actions that would cause the price of a
company’s stock to rise as they depart in order for them to
be able to sell their holdings at a high price before the
behavior of the executive is discovered and corrected.
As noted above, Citi’s executives receive awards of
restricted stock that generally vest over a
4-year
period. For executives who meet certain age and service
requirements, unvested shares continue to vest following their
departure from Citi on the original vesting schedule.
Accordingly, for at least 3 years following their
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departure, Citi’s executives continue to have shares vest.
It would not be in their interest to artificially drive up the
share price for the short term to sell their shares immediately
following their departure, if for the 3 years following
their departure they would still have shares that they could not
sell at the artificially high price because they would not have
vested in time. Such shares could only be sold following their
vesting which would presumably be at the corrected price.
In addition, Citi has a “clawback” policy under which
Citi can recoup executive compensation that over time proves to
be based on inaccurate financial or other information. As a
result, any concerns about Citi executives taking irresponsible
actions to drive up the stock price would also be addressed by
the “clawback.”
Because Citi has a very stringent stock ownership commitment
in place, Citi has compensating controls in the form of a
“clawback” and
4-year
vesting on restricted stock that would address the concerns
raised by the proposal, the board recommends a vote against
this proposal 10.
Proposal 11
Connecticut Retirement Plans & Trust Funds, 55
Elm Street, Hartford, CT
06106-1773,
beneficial owner of 3,306,354 shares has submitted the
following proposal for consideration at the annual meeting:
RESOLVED, that stockholders of Citigroup Inc.
(“Citigroup”) urge the board of directors to adopt a
policy that Citigroup shall include in the Compensation
Discussion and Analysis section of the proxy statement the
following information:
Committee (the “Committee”), in the last full fiscal
year;
SUPPORTING
STATEMENT
As long-term owners, we believe that a company’s pay
practices reflect how well a board aligns management and
shareholder interests. The current financial crisis has made
clear that executive compensation at many companies is on an
unsustainable trajectory and has become unmoored from company
performance.
As compensation has become more complex, board compensation
committees are increasingly turning to compensation consultants
to craft executive pay packages. We believe a potential conflict
of interest exists at companies
like Citigroup in which firms are hired to do work for both the
board’s compensation committee and the company or its
management. We note that Citigroup’s most recent proxy
statement characterizes Mercer Human Resource Consulting’s
additional engagements with Citigroup as
“substantial,” but does not disclose the fees paid to
Mercer for either compensation consulting or other services.
The potential conflict of interest stems from the fact that
executive compensation consulting is often much less lucrative
than providing other kinds of services, such as employee benefits
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management, information technology, and actuarial consulting.
One independent consultant has estimated that executive
compensation consulting accounts for only between .5% and 2% of
total firm revenue. (Comment Letter of James F. Reda &
Associates LLC on S7-03-06, “Proposed Rules on Executive
Compensation and Related Party Disclosure,” at 5 (Apr. 6,
2006)) A 2007 study by the House Committee on Oversight and
Governmental Reform, using data subpoenaed from consulting
firms, found that on average, consulting firms that provided
both executive compensation and other kinds of consulting were
paid nearly 11 times more for
the other consulting than for the executive compensation
services.
Given the key role compensation consultants play, we believe
that stockholders should be given the information needed to
assess the independence of the board’s compensation
consultant. This proposal urges Citigroup to disclose facts we
think stockholders would view as material to the
consultant’s independence and the objectivity of its advice.
We urge stockholders to vote FOR this proposal.
MANAGEMENT
COMMENT
Citi’s executive compensation policies are administered by
the personnel and compensation committee, which is composed
entirely of independent directors. The committee strives to
ensure that the Company’s compensation programs are
appropriate for retaining and properly incentivizing its
executives, as well as being in line with industry standards
and, the programs of peer companies, and to that end, engages
two compensation consulting firms to assist the committee.
As explained in the
cd&a, the
committee has engaged Independent Compensation Committee
Adviser, LLC
(“icca”)
as its independent consultant for executive compensation
matters. icca
reports solely to the committee and the committee has
sole authority to retain, terminate, and approve the fees of
icca.
icca advises the
committee on its compensation decisions, provides it with a
report and evaluates the quality of the comparative peer and
other data provided to the committee by Mercer Human Resources
Consulting (“Mercer”) and Towers Perrin
(“Towers”).
icca does no other
work for Citi. The amount the personnel and compensation
committee approved for payment to
icca in 2008 is
disclosed in the
cd&a.
Citi also receives data, evaluations and advice regarding
executive compensation from Mercer and Towers, which have the
resources and expertise to collect, analyze and provide
comprehensive compensation information.
Mercer provides substantial other services to Citi, a full
description of which is set forth on page 50 of this proxy
statement. The disclosure of compensation paid to a consultant
is relevant when seeking to determine the independence of a
consultant. Because the personnel and compensation committee
does not rely on Mercer as an independent consultant and the
committee has engaged a separate fully independent compensation
consultant, there is no reason to disclose the fees paid to
Mercer or Towers Perrin.
This proxy statement contains extensive disclosure on executive
compensation matters, consistent with the rules and regulations
of the sec.
Citi’s proxy statement already contains pertinent
disclosure on the engagement of and its relationship with
icca, Mercer and
Towers Perrin. See page 50 of this proxy statement, where
Citi discloses the roles of, and work undertaken by,
icca and Mercer in
assisting the committee with compensation matters.
Because Citi’s personnel and compensation committee
engages a fully independent compensation consultant and
discloses the compensation paid to that consultant, and Citi
discloses that Mercer and Towers Perrin provides significant
other services and are companies which are not deemed
independent by Citi, the board recommends that you vote
against this proposal 11.
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Proposal 12
William Steiner, 112 Abbottsford Gate, Piermont, NY 10968,
beneficial owner of 5,850 shares, has submitted the
following proposal for consideration at the annual meeting:
RESOLVED, Shareowners ask our board to take the steps necessary
to amend our bylaws and each appropriate governing document to
give holders of 10% of our outstanding common
stock (or the lowest percentage allowed by law above 10%) the
power to call special shareowner meetings. This includes that
such bylaw
and/or
charter text will not have any exception or exclusion conditions
(to the fullest extent permitted by state law) that apply only
to shareowners but not to management
and/or the
board.
Proposal 13
Kenneth Steiner, 14 Stoner Ave., 2M, Great Neck, NY 11021,
beneficial owner of 1,544 shares, has
submitted the following proposal for consideration at the annual
meeting:
These excerpts taken from the C DEF 14A filed Mar 13, 2008. Proposal 3
MANAGEMENT COMMENT
Proposal 4
78
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Proposal 5
79
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Proposal 6
Proposal 7
82
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MANAGEMENT COMMENT
Proposal 8
Proposal 9
85
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86
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Proposal 10
Proposal 11
Ray T. Chevedden and Veronica G, Chevedden Family Trust, 5965 S. Citrus Ave, Los Angeles, CA 90043, beneficial owner of 384 shares, has submitted the following proposal for consideration at the annual meeting:
Proposal 12
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