Independent, Fee-Only Financial Advisor

Independent, Fee-Only Financial Advisor

Tuesday, April 17, 2012

about that vote

Citi's shareholders have spoken.

So-called "say on pay" votes, a requirement of the Dodd-Frank financial reforms give shareholders a vote on company executive compensation packages. These packages have long been disclosed in proxy materials each company sends to shareholders annually, but now everyone gets a say. The vote is a non-binding approval, disapproval or abstention on the whole package. Last year, most shareholders got to vote on how often they would hold this vote (a vote on a vote! how meta!) either one two or three years.

In Citi's annual meeting, shareholders voted 55% against the executive pay package - their CEO made $15 Million last year, while the owners didn't get an expected raise in the form of increased dividend.

This is the first example I can think of where such a prominent company's shareholders have clearly disagreed with executive compensation. It makes sense that you wouldn't often see rejection like this, people invest in a company partly because of faith in the management. It is still a good thing that people do exercise their vote, it is one of those reminders to the board that they are accountable to somebody else.