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C » Topics » Item 4. Submission of Matters to a Vote of Security Holders.

This excerpt taken from the C 10-Q filed May 4, 2005.

Item 4.    Submission of Matters to a Vote of Security Holders.

        Citigroup's Annual Meeting of Stockholders was held on April 19, 2005. At the meeting:

    (1)
    17 persons were elected to serve as directors of Citigroup, with one person's term scheduled to commence in July 2005;

    (2)
    the selection of KPMG LLP to serve as the independent registered public accounting firm of Citigroup for 2005 was ratified;

    (3)
    the Amended and Restated Citigroup 1999 Stock Incentive Plan was approved;

    (4)
    a stockholder proposal regarding executive compensation was defeated;

    (5)
    a stockholder proposal regarding political contributions was defeated;

    (6)
    a stockholder proposal regarding management responsibilities of the Chairman of the Board was defeated;

    (7)
    a stockholder proposal regarding compensation of the Chief Executive Officer was defeated;

    (8)
    a stockholder proposal regarding majority voting for the election of directors was defeated;

    (9)
    a stockholder proposal regarding non-deductible executive compensation was defeated; and

    (10)
    a stockholder proposal regarding eliminating super-majority votes was approved.

        The number of votes cast for, against or withheld, and the number of abstentions with respect to each such matter is set forth below, as are the number of broker non-votes, where applicable.

 
   FOR
   AGAINST/WITHHELD
   ABSTAINED
   BROKER
NON-VOTES
(1) Election of Directors:                

NOMINEE
 
 
 
 
 
 
 
 
C. Michael Armstrong   4,444,863,301   90,890,916        
Alain J.P. Belda   4,406,176,444   129,577,773        
George David   4,503,032,820   32,721,397        
Kenneth T. Derr   4,377,404,083   158,350,134        
John M. Deutch   4,480,605,353   55,148,864        
Roberto Hernández Ramirez   4,446,566,736   89,187,481        
Ann Dibble Jordan   4,463,297,174   72,457,043        
Klaus Kleinfeld   4,500,799,255   34,954,962        
Dudley C. Mecum   4,466,413,441   69,340,776        
Anne Mulcahy   4,495,244,651   40,509,566        
Richard D. Parsons   4,408,966,358   126,787,859        
Charles Prince   4,451,431,373   84,322,844        
Judith Rodin   4,497,498,965   38,255,252        
Robert E. Rubin   4,440,361,919   95,392,298        
Franklin A. Thomas   4,439,009,333   96,744,884        
Sanford I. Weill   4,440,361,919   95,392,298        
Robert B. Willumstad   4,439,009,333   96,744,884        

(2) Ratification of Independent Registered Public Accounting Firm
 
4,374,776,417
 
88,822,689
 
72,738,763
 
 

(3) Approval of Amended and Restated Citigroup 1999 Stock Incentive Plan
 
3,116,063,811
 
436,769,054
 
84,209,803
 
899,295,202

88


(4) Approval of Stockholder Proposal Regarding Executive Compensation
 
248,775,242
 
3,300,438,575
 
87,822,286
 
899,301,767

(5) Approval of Stockholder Proposal Regarding Political Contributions
 
316,182,373
 
2,960,501,514
 
360,373,681
 
899,280,303

(6) Approval of Stockholder Proposal Regarding Management Responsibilities of the Chairman of the Board
 
1,092,350,519
 
2,459,768,772
 
85,050,473
 
899,168,106

(7) Approval of Stockholder Proposal Regarding Compensation of the Chief Executive Officer
 
237,186,971
 
3,313,762,539
 
86,086,335
 
899,302,024

(8) Approval of Stockholder Proposal Regarding Majority Voting for the Election of Directors
 
1,517,046,978
 
2,015,612,145
 
104,172,094
 
899,506,653

(9) Approval of Stockholder Proposal Regarding Non-deductible Executive Compensation
 
249,283,212
 
3,299,621,928
 
87,908,206
 
899,524,524

(10) Approval of Stockholder Proposal Regarding Eliminating Super-Majority Votes
 
2,504,094,686
 
1,042,418,628
 
89,307,294
 
900,517,262

89

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