Citigroup Shareholder Sues Over Executive Compensation

Most companies with publicly traded stock held "say-on-pay" votes in 2011 according to the Dodd-Frank financial regulatory reform law. The U.S. Securities and Exchange Commission exempted smaller companies with less than $75 million in publicly traded stock from holding these votes until 2013. Only 41 out of the 3,000 companies in the Russell 3000 Index had failed "say-on-pay" votes last year, according to Ted Allen, spokesman for ISS Proxy Advisory Services.

Included in the compensation package detailed in Citigroup's 2012 annual proxy were multi-year retention award packages for the senior management team. Pandit's "executive long-term performance retention award," Pandit's could be worth $40 million, Bloomberg reported.

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