Citigroup Inc. 399 Park Avenue New York, NY 10043 March 15, 2005
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Citigroup Inc. 399 Park Avenue New York, NY 10043 March 15, 2005 Dear Stockholder: We cordially invite you to attend Citigroup’s annual stockholders’ meeting. The meeting will be held on Tuesday, April 19, 2005, at 9AM at Carnegie Hall, 154 West 57th Street in New York City. The entrance to Carnegie Hall is on West 57th Street just east of Seventh Avenue. At the meeting, stockholders will vote on a number of important matters. Please take the time to carefully read each of the proposals described in the attached proxy statement. Thank you for your support of Citigroup. Sincerely, Sanford I. Weill Chairman of the Board This proxy statement and the accompanying proxy card are being mailed to Citigroup stockholders beginning about March 15, 2005. Citigroup Inc. 399 Park Avenue New York, NY 10043 Notice of Annual Meeting of Stockholders Dear Stockholder: Citigroup’s annual stockholders’ meeting will be held on Tuesday, April 19, 2005 at 9AM at Carnegie Hall, 154 West 57th Street in New York City. The entrance to Carnegie Hall is on West 57th Street just east of Seventh Avenue. You will need an admission ticket or proof of ownership of Citigroup stock to enter the meeting. At the meeting, stockholders will be asked to ➢elect directors, ➢ratify the selection of Citigroup’s independent registered public accounting firm for 2005, ➢approve amendments to Citigroup’s 1999 stock incentive plan, ➢act on certain stockholder proposals, and ➢consider any other business properly brought before the meeting. The close of business on February 25, 2005 is the record date for determining stockholders entitled to vote at the annual meeting. A list of these stockholders will be available at Citigroup’s headquarters, 399 Park Avenue, New York City, before the annual meeting. Please sign, date and promptly return the enclosed proxy card in the enclosed envelope, or vote by telephone or Internet (instructions are on your proxy card), so that your shares will be represented whether or not you attend the annual meeting. By order of the board of directors Michael S. Helfer Corporate Secretary March 15, 2005 Contents About the Annual Meeting 1 Proposal 3: Approval of Amended and Restated Citigroup 1999 Stock Incentive How We Have Done 3 Plan 52 Annual Report 3 Five-Year Cumulative Total Return 3 Equity Compensation Plan Information 64 The Five Point Plan 5 Stockholder Proposals 67 Corporate Governance 7 Nomination and Governance Committee 7 Submission of Future Stockholder Business Practices Committees 8 Proposals 80 Corporate Governance Guidelines 8 Director Independence 10 Cost of Annual Meeting and Proxy Stockholder Communications 12 Solicitation 80 Code of Ethics 12 Ethics Hotline 12 Householding 80 Code of Conduct 12 Section 16(a) Beneficial Ownership Stock Ownership 13 Reporting Compliance 81 Proposal 1: Election of Directors 17 ANNEX A A-1 The Nominees 17 CITIGROUP INC. Meetings of the Board of Directors and CORPORATE GOVERNANCE Committees 27 GUIDELINES Meetings of Non-Management Directors 27 Committees of the Board of Directors 28 ANNEX B B-1 Directors’ Compensation 30 CITIGROUP INC. Audit and Risk Management Committee AUDIT AND RISK MANAGEMENT Report 32 COMMITTEE CHARTER Report of the Personnel and Compensation ANNEX C C-1 Committee on Executive Compensation 34 CITIGROUP INC. NOMINATION AND GOVERNANCE Executive Compensation 38 COMMITTEE CHARTER Compensation Tables 38 Retirement Plans 45 ANNEX D D-1 Employment Contracts and Arrangements 46 CITIGROUP INC. Indebtedness 48 PERSONNEL AND COMPENSATION Certain Transactions and Relationships, Compensation Committee Interlocks and COMMITTEE CHARTER Insider Participation 49 ANNEX E E-1 Proposal 2: Ratification of Selection of CITIGROUP INC. Independent Registered Public Accounting PUBLIC AFFAIRS COMMITTEE Firm 50 CHARTER Disclosure of Independent Registered Public Accounting Firm Fees 50 ANNEX F F-1 Approval of Independent Registered Public CITIGROUP Accounting Firm Services and Fees 51 1999 STOCK INCENTIVE PLAN About the Annual Meeting Who is soliciting my vote? To vote by proxy, you must either The board of directors of Citigroup is soliciting • fill out the enclosed proxy card, date and sign it, your vote at the 2005 annual meeting of Citigroup’s and return it in the enclosed postage-paid stockholders. envelope, • vote by telephone (instructions are on the proxy What will I be voting on? card), or • Election of directors (see page 17). • vote by Internet (instructions are on the proxy • Ratification of KPMG LLP (KPMG) as Citigroup’s card). independent registered public accounting firm To ensure that your vote is counted, please for 2005 (see page 50). remember to submit your vote by April 18, 2005. • Approval of amendments to Citigroup’s 1999 stock incentive plan (see page 52). Citigroup employees who participate in equity • Seven stockholder proposals (see page 67). programs may receive their proxy cards separately. If you want to vote in person at the annual How many votes do I have? meeting, and you hold your Citigroup stock You will have one vote for every share of Citigroup through a securities broker (that is, in street name), common stock you owned on February 25, 2005 you must obtain a proxy from your broker and (the record date). bring that proxy to the meeting. How many votes can be cast by all Can I change my vote? stockholders? Yes. Just send in a new proxy card with a later date, 5,216,661,986, consisting of one vote for each of or cast a new vote by telephone or Internet, or send Citigroup’s shares of common stock that were a written notice of revocation to Citigroup’s outstanding on the record date. There is no Corporate Secretary at the address on the cover of cumulative voting. this proxy statement. If you attend the annual meeting and want to vote in person, you can request How many votes must be present to hold that your previously submitted proxy not be used. the meeting? What if I don’t vote for some of the A majority of the votes that can be cast, or matters listed on my proxy card? 2,608,330,994 votes. We urge you to vote by proxy If you return a signed proxy card without even if you plan to attend the annual meeting, so indicating your vote, in accordance with the that we will know as soon as possible that enough board’s recommendation, your shares will be voted votes will be present for us to hold the meeting. for the nominees listed on the card, for KPMG as independent registered public accounting firm for Does any single stockholder control as 2005, for the amendments to Citigroup’s 1999 stock much as 5% of any class of Citigroup’s incentive plan and against the other proposals. voting stock? Yes, according to an amended Schedule 13G How are my votes counted? Information Statement filed by State Street Bank You may either vote for or withhold authority to vote and Trust on February 22, 2005, State Street may be for each nominee for the board. You may vote for deemed to beneficially own 5% of Citigroup’s or against or you may abstain on the other common stock. State Street disclaimed beneficial proposals. If you withhold authority to vote with ownership of all such shares in the amended respect to any nominee, your shares will be Information Statement. counted for purposes of establishing a quorum, but will have no effect on the election of that nominee. How do I vote? If you abstain from voting on the other proposals, You can vote either in person at the annual meeting your shares will be counted as present for purposes or by proxy whether or not you attend the annual of establishing a quorum, and the abstention will meeting. have the same effect as a vote against that proposal. 1 How many votes are required to elect directors and to adopt the other proposals? Directors are elected by a plurality of the votes cast. driver’s license. If you are a stockholder of record, The ratification of KPMG’s appointment, approval of you will find an admission ticket attached to the the amendments to Citigroup’s 1999 stock incentive proxy card sent to you. If you plan to attend the plan, and the shareholder proposals each require the meeting, please so indicate when you vote and affirmative vote of a majority of the shares of bring the ticket with you to the meeting. If your common stock represented at the annual meeting shares are held in the name of a bank, broker or and entitled to vote thereon in order to be approved. other holder of record, your admission ticket is the left side of your voting instruction form. If you Can my shares be voted if I don’t return don’t bring your admission ticket, or opted to my proxy card and don’t attend the annual receive your proxy materials electronically, you meeting? will need proof of ownership to be admitted to the If you don’t vote your shares held in street name, meeting. A recent brokerage statement or letter your broker can vote your shares on any of the from a bank or broker is an example of proof of matters scheduled to come before the meeting, ownership. If you arrive at the meeting without an other than the amendments to Citigroup’s 1999 admission ticket, we will admit you only if we are stock incentive plan and the stockholder proposals. able to verify that you are a Citigroup stockholder. If your broker does not have discretion to vote your shares held in street name on a particular proposal How can I access Citigroup’s proxy and you don’t give your broker instructions on how materials and annual report to vote your shares, the votes will be broker nonvotes, electronically? This proxy statement and the 2004 annual report which will have no effect on the vote for any matter are available on Citigroup’s Internet site at scheduled to be considered at the annual meeting.