CITIGROUP INC. | Ammend director election resignation bylaw at CITIGROUP INC.

Status
Withdrawn
AGM date
Previous AGM date
Proposal number
7
Resolution details
Company ticker
C
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Financials
Company HQ country
United States
Resolved clause
Resolved: That the shareholders of Citigroup Inc. (ÒCompanyÓ) hereby request that the board of directors take the
necessary action to amend its director election resignation bylaw that requires each director nominee to submit an
irrevocable conditional resignation to the Company to be effective upon the directorÕs failure to receive the required
shareholder majority vote support in an uncontested election. The proposed amended resignation bylaw shall require
the Board to accept a tendered resignation absent the finding of a compelling reason or reasons to not accept the
resignation. Further, if the Board does not accept a tendered resignation and the director remains as a ÒholdoverÓ
director, the resignation bylaw shall stipulate that should a ÒholdoverÓ director fail to be re-elected at the next
annual election of directors, that directorÕs new tendered resignation will be automatically effective 30 days after
the certification of the election vote. The Board shall report the reasons for its actions to accept or reject a tendered
resignation in a Form 8-K filing with the U.S. Securities and Exchange Commission.
Supporting statement
Supporting Statement: The Proposal requests that the Board amend its director resignation bylaw to enhance
director accountability. The Company has established in its bylaws a majority vote standard for use in an uncontested
director election, an election in which the number of nominees equal the number of open board seats. Under
applicable state corporate law, a directorÕs term extends until his or her successor is elected and qualified, or until
he or she resigns or is removed from office. Therefore, an incumbent director who fails to receive the required vote
for election under a majority vote standard continues to serve as a ÒholdoverÓ director until the next meeting of
shareholders. A Company resignation bylaw currently addresses the continued status of an incumbent director who
fails to be re-elected by requiring such director to tender his or her resignation for Board consideration.
The proposed new director resignation bylaw will set a more demanding standard of review for addressing director
resignations then that contained in the CompanyÕs current resignation bylaw. The resignation bylaw will require
the reviewing directors to articulate a compelling reason or reasons for not accepting a tendered resignation and
allowing an un-elected director to continue to serve as a ÒholdoverÓ director. Importantly, if a directorÕs resignation
is not accepted and he or she continues as a ÒholdoverÓ director but again fails to be elected at the next annual
meeting of shareholders, that directorÕs new tendered resignation will be automatically effective 30 days following
the election vote certification. While providing the Board latitude to accept or not accept the initial resignation of an
incumbent director that fails to receive majority vote support, the amended bylaw will establish the shareholder vote
as the final word when a continuing ÒholdoverÓ director is not re-elected. The ProposalÕs enhancement of the director
resignation process will establish shareholder voting in director elections as a more consequential governance right.

Filed by New York City Carpenters Pension Fund

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