Resolved clauseRESOLVED:
Shareholders ask that the board commission and publish a report on (1) whether the Company engages in any
practices directly or indirectly associated with diversity, equity, and inclusion (DEI) initiatives that may create risks
of discriminating against individuals who might sue the Company (including employees, suppliers, contractors, and
retained professionals) for illegal discrimination on the basis of protected categories like race and sex, and (2) the
potential costs of such discrimination to the business.
Whereas clauseWHEREAS:
The US Supreme Court ruled in SFFA v. Harvard on June 29, 2023, that discriminating on the basis of race in college
admissions violates the equal protection clause of the 14th Amendment.1
Attorneys General of 13 States warned Fortune 100 companies on July 13, 2023, that SFFA implicated corporate
diversity, equity, and inclusion (DEI) programs.2
Prior legal advice regarding the legality of racially discriminatory programs has been called into question post-SFFA.
3
Recent analysis of American Fortune 100 hiring in the wake of the 2020 race riots found that whites were excluded
from 94% of the hiring decisions,4 a statistic that itself provides prima facie proof of illegal discrimination on the basis
of race by these companies, given that whites constitute 76% of the American population.5
A review of CitiÕs website on Nov. 13, 2023, revealed the following: (1) Citi CEO Jane Fraser stating that: ÒIÕm completely
committed to supporting our affirmative action program É.Ó6 (2) ÒAVAILABLE DEVELOPMENT PROGRAMSÓ listing
eight career development programs that facially discriminate on the basis of race/sex/gender, with straight White
males apparently not eligible for any of these resource allocations.7
(3) Discussion of Òmore than $1 billion in strategic
initiativesÓ apparently intended to allocate Citi resources on the basis of race in order to Òhelp close the racial
wealth gap.Ó8
Supporting statementSUPPORTING STATEMENT:
In just the past year, a corporation was successfully sued for a single case of discrimination against a white employee
resulting in an award of more than $25 million.9 The risk of being sued for such discrimination appears only to be
rising.10 With over 230,000 employees,11 Citi likely has at least 170,000 employees who are potentially the victims of
this type of illegal discrimination because they are white, Asian, male, or straight.12 Accordingly, even if only 10 percent
of such employees were to file suit, and only 10 percent of those prove successful, the cost to the company could exceed $42 billion. And while racial equity audits can cost up to $4 million, this report should cost much less, as it need
review only the potentially discriminatory programs, unless Citi has established so many such programs that its liability
for this discrimination must be expected to be much higher.
1 https://www.scotusblog.com/case-files/cases/students-for-fair-admissions-inc-v-president-fellows-of-harvard-college/
2 https://ag.ks.gov/docs/default-source/documents/corporate-racial-discrimination-multistate-letter.pdf?sfvrsn=968abc1a_2
3 https://freebeacon.com/democrats/starbucks-hired-eric-holder-to-conduct-a-civil-rights-audit-the-policies-he-blessed-gotthe-coffee-maker-sued/
4 https://www.bloomberg.com/graphics/2023-black-lives-matter-equal-opportunity-corporate-diversity/
https://www.dailywire.com/news/bloomberg-flubs-data-for-bombshell-report-that-only-6-of-new-corporate-hires-are-white
5 https://www.census.gov/quickfacts/fact/table/US/PST045222
6 https://www.citigroup.com/global/eeo-aa-policy
7 https://www.citigroup.com/global/our-impact/diversity-equity-inclusion/diversity-at-citi
8 https://www.citigroup.com/global/news/press-release/2020/citi-launches-more-than-1-billion-in-strategic-initiatives-to-helpclose-the-racial-wealth-gap
9 https://www.foxbusiness.com/features/starbucks-manager-shannon-phillips-wins-25-million-lawsuit-fired-white-donterobinson-rashon-nelson
10 See, e.g., https://aflegal.org/america-first-legal-files-class-action-lawsuit-against-progressive-insurance-for-illegal-racialdiscrimination/ ; https://aflegal.org/afl-files-federal-civil-rights-complaint-against-activision-for-illegal-racist-sexist-anddiscriminatory-hiring-practices-and-sends-letter-to-activision-board-demanding-they-end-unlawful-dei-polici/ ;
https://aflegal.org/america-first-legal-files-federal-civil-rights-complaint-against-kelloggs-warns-management-that-itsviolating-fiduciary-duties/
11 https://www.citigroup.com/global/about-us/global-presence
12 https://www.census.gov/quickfacts/fact/table/US/PST045222