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This excerpt taken from the C DEF 14A filed Mar 20, 2009. Proposal 4:
Approval of Citi’s 2008 Executive Compensation
Section 111(e) of the
eesa, as amended
by the American Recovery and Reinvestment Act of 2009, requires
that Citi seek a non-binding advisory vote from its stockholders
to approve the compensation awarded to our executives during the
period in which any obligation arising from financial assistance
provided Citi under the Troubled Asset Relief Program remains
outstanding. Because the required vote is advisory, it will not
be binding upon the board.
Citi has in place comprehensive executive compensation programs.
The proxy statement fully and fairly discloses all material
information regarding the compensation of Citi’s named
executive officers, so that stockholders can evaluate
Citi’s approach to compensating its executives. Citi and
the personnel and compensation committee continually monitor
executive compensation programs and adopt changes to reflect the
dynamic, global marketplace in which Citi competes for talent,
as well as general economic, regulatory and legislative
developments affecting executive compensation. In response to
recent developments in 2008:
Citi will continue to emphasize compensation arrangements that
align the financial interests of our executives with the
interests of long-term stockholders and require executives to
retain ownership of the vast majority of Citi stock they receive
as compensation. Please refer to the section entitled
“Executive Compensation” of this proxy statement for a
detailed discussion of Citi’s executive compensation
practices and philosophy.
You have the opportunity to vote for, against or abstain
from voting on the following resolution relating to
executive compensation:
Resolved, that the stockholders approve the compensation of
executives, as disclosed pursuant to the compensation disclosure
rules of the Securities and Exchange Commission, including the
compensation discussion and analysis, the compensation tables
and any related material disclosed in this proxy statement.
The board recommends that you vote for the foregoing
resolution approving Citi’s executive compensation as
disclosed in the
cd&a,
the compensation tables and any related materials contained
in this proxy statement.
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