This excerpt taken from the C DEF 14A filed Mar 20, 2009.
Why Should You Vote to Approve the 2009 Plan?
The 2009 plan will replace the 1999 plan, which expires on April 30, 2009. The board of directors recommends a vote for the 2009 plan because it believes it is in the best interests of Citi and its stockholders for the following reasons:
common stock. If the 2009 plan is approved, we will be able to maintain our means of aligning the interests of our employees with the interests of our stockholders.
also mindful that equity grants dilute stockholder equity and must therefore be used judiciously. As described below, we have changed our equity compensation practices to reduce the number of shares granted and the dilutive effects of our programs. We have also introduced performance-vesting awards and performance priced stock options for our most senior executives. As described elsewhere in this proxy statement (see Compensation Discussion and Analysis and Proposal 4), incentive awards were reduced for senior executives and several executives did not receive any incentive awards in respect of 2008. The 2009 plan will allow us to maintain our focus on providing performance-based pay for our executives and employees.
You are urged to read the entire proposal below and the text of the 2009 plan attached to this proxy statement as Annex F for a complete understanding of the proposal and the 2009 plan.