This excerpt taken from the C DEF 14A filed Mar 20, 2009.
Proposal 4: Approval of Citis 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 Citis named executive officers, so that stockholders can evaluate Citis 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 Citis 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.