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

This excerpt taken from the C 10-Q filed May 5, 2006.

Item 4.    Submission of Matters to a Vote of Securityholders

Citigroup's Annual Meeting of Stockholders was held on April 18, 2006. At the meeting:

    (1)
    16 persons were elected to serve as directors of Citigroup;

    (2)
    the selection of KPMG LLP to serve as the independent registered public accounting firm of Citigroup for 2006 was ratified;

    (3)
    the Amendment to Article Fourth of the Restated Certificate of Incorporation was approved;

    (4)
    the Amendment to Article Eighth of the Restated Certificate of Incorporation was approved;

    (5)
    the Amendment to Article Ninth of the Restated Certificate of Incorporation was approved;

    (6)
    a stockholder proposal regarding stock options was defeated;

    (7)
    a stockholder proposal regarding political contributions was defeated;

    (8)
    a stockholder proposal regarding charitable contributions was defeated;

    (9)
    a stockholder proposal regarding compensation for senior executives was defeated;

    (10)
    a stockholder proposal regarding the reimbursement of expenses in a contested election of directors was defeated;

    (11)
    a stockholder proposal regarding management responsibilities of the Chairman of the Board was defeated;

    (12)
    a stockholder proposal regarding the recoupment of management bonuses in the event of a restatement of earnings was defeated;

    (13)
    a stockholder proposal regarding compliance with the Gramm-Leach Bliley Act was defeated; and

    (14)
    a stockholder proposal regarding the reporting of recoveries and losses was defeated.

        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   4,167,284,958   115,249,420        
Alain J.P. Belda   4,183,663,637   98,870,741        
George David   4,210,341,821   72,192,557        
Kenneth T. Derr   4,151,027,754   131,506,624        
John M. Deutch   4,192,099,664   90,434,714        
Roberto Hernández Ramirez   4,177,721,429   104,812,949        
Ann Dibble Jordan   4,149,408,066   133,126,312        
Klaus Kleinfeld   4,209,704,527   72,829,851        
Andrew N. Liveris   4,209,775,905   72,758,473        
Dudley C. Mecum   4,180,536,615   101,997,763        
Anne Mulcahy   4,209,665,417   72,868,961        
Richard D. Parsons   4,179,088,180   103,446,198        
Charles Prince   4,180,387,392   102,146,986        
Judith Rodin   4,207,933,843   74,600,535        
Robert E. Rubin   4,177,678,523   104,855,855        
Franklin A. Thomas   4,172,602,535   109,931,843        

113

 
    
   FOR
   AGAINST/
WITHHELD
   ABSTAINED
   BROKER
NON-VOTES

(2)
 
Ratification of
Independent Registered Public
Accounting Firm
 
4,168,359,275
 
78,990,044
 
35,173,291
 
 

(3)
 
Approval of Amendment
to Article Fourth of the
Restated Certificate of Incorporation
 
4,194,571,160
 
39,912,567
 
48,081,026
 
 

(4)
 
Approval of Amendment
to Article Eighth of the
Restated Certificate of Incorporation
 
4,191,072,247
 
43,001,408
 
48,491,420
 
 

(5)
 
Approval of Amendment
to Article Ninth of the
Restated Certificate of Incorporation
 
4,189,364,278
 
45,205,788
 
47,997,643
 
 

(6)
 
Approval of Stockholder
Proposal Regarding Stock
Options
 
172,939,923
 
3,216,975,391
 
53,993,067
 
838,625,997

(7)
 
Approval of Stockholder
Proposal Regarding Political
Contributions
 
303,052,783
 
2,765,360,998
 
375,475,465
 
838,645,132

(8)
 
Approval of Stockholder
Proposal Regarding Charitable
Contributions
 
273,438,305
 
2,855,920,506
 
314,566,431
 
838,609,136

(9)
 
Approval of Stockholder
Proposal Regarding Compensation
for Senior Executives
 
1,684,397,936
 
1,693,704,304
 
55,814,268
 
848,617,869

(10)
 
Approval of Stockholder
Proposal Regarding the
Reimbursement of Expenses
in a Contested Election of Directors
 
149,857,731
 
3,170,119,364
 
123,952,736
 
838,604,548

(11)
 
Approval of Stockholder
Proposal Regarding Management
Responsibilities of the Chairman
 
545,249,410
 
2,850,809,485
 
47,858,133
 
838,617,350

(12)
 
Approval of Stockholder
Proposal Regarding the Recoupment
of Management Bonuses in the Event
of a Restatement of Earnings
 
487,063,540
 
2,907,905,305
 
48,942,600
 
838,622,933

(13)
 
Approval of Stockholder
Proposal Regarding Compliance
with the Gramm-Leach Bliley Act
 
30
 
4,282,534,348
 
0
 
 

(14)
 
Approval of Stockholder
Proposal Regarding the Reporting
of Recoveries and Losses
 
30
 
4,282,534,348
 
0
 
 

114

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