Citigroup Inc. 399 Park Avenue New York, NY 10043 March 8, 2012
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Citigroup Inc. 399 Park Avenue New York, NY 10043 March 8, 2012 Dear Stockholder: We cordially invite you to attend Citi’s annual stockholders’ meeting. The meeting will be held on Tuesday, April 17, 2012, at 9AM (CDT) at the Hilton Anatole, 2201 North Stemmons Freeway in Dallas, Texas. Directions to the 2012 Annual Meeting are provided on page 114 of this proxy statement. 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. Lastly, I have concluded that after 16 years on Citi’s board and three as chairman, the time has come for me to take my leave. The Board of Directors and I have complete confidence in the management team, the actions they have taken to strengthen Citi, and the course they have charted for one of the world’s truly great financial institutions. We would also like to recognize our retiring directors, Alain J.P. Belda and Timothy C. Collins for their many contributions. Alain’s leadership and wisdom over the past 15 years have been an invaluable asset for Citi. Tim joined the board at a critical moment in Citi’s history and his insights and guidance during this period have been extremely important as well. Thank you for your support of Citi. Sincerely, Richard D. Parsons Chairman of the Board Citigroup Inc. 399 Park Avenue New York, NY 10043 Notice of Annual Meeting of Stockholders Dear Stockholder: Citi’s annual stockholders’ meeting will be held on Tuesday, April 17, 2012, at 9AM (CDT) at the Hilton Anatole, 2201 North Stemmons Freeway in Dallas, Texas. Directions to the 2012 Annual Meeting are provided on page 114 of this proxy statement. You will need an admission ticket or proof of ownership of Citi stock to enter the meeting. At the meeting, stockholders will be asked to: ➢ elect directors, ➢ ratify the selection of Citi’s independent registered public accounting firm for 2012, ➢ approve additional shares under the Citigroup 2009 Stock Incentive Plan, ➢ consider an advisory vote on Citi’s 2011 executive compensation, ➢ act on certain stockholder proposals, and ➢ consider any other business properly brought before the meeting, or any adjournment or postponement thereof, by or at the direction of the board of directors. The close of business on February 21, 2012 is the record date for determining stockholders entitled to vote at the annual meeting. A list of these stockholders will be available at Citi’s headquarters, 399 Park Avenue, New York City, for at least 10 days before the annual meeting or any adjournment or postponement thereof. This year, we have once again utilized the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their shareholders over the Internet. The e-proxy process allows us to expedite our shareholders’ receipt of proxy materials, lower the costs of distribution and reduce the environmental impact of our Annual Meeting. In accordance with this rule, on or about March 8, 2012 we sent certain of our shareholders at the close of business on February 21, 2012 a notice of the 2012 Annual Meeting containing a Notice of Internet Availability of Proxy Materials (the “Notice”). The Notice contains instructions on how to access our Proxy Statement and Annual Report and vote online. If you received a Notice and would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the Notice. 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, voter instruction form, or Notice, as applicable), 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 8, 2012 Contents About the Annual Meeting 1 Proposal 4: Advisory Vote to Approve Citi’s 2011 Executive Compensation 102 How We Have Done 6 Annual Report 6 Stockholder Proposals 105 Corporate Governance 6 Submission of Future Stockholder Nomination, Governance and Public Affairs Proposals 113 Committee 6 Board Diversity 8 Cost of Annual Meeting and Proxy Corporate Governance Guidelines 8 Solicitation 113 Director Independence 10 Certain Transactions and Relationships, Section 16(a) Beneficial Ownership Compensation Committee Interlocks and Reporting Compliance 113 Insider Participation 13 Indebtedness 15 Householding 113 Business Practices 16 Code of Ethics for Financial Professionals 16 Directions to 2012 Annual Meeting 114 Ethics Hotline 17 Code of Conduct 17 ANNEX A Communications with the Board 17 CITIGROUP INC. CORPORATE GOVERNANCE Stock Ownership 17 GUIDELINES A-1 Proposal 1: Election of Directors 20 ANNEX B Director Qualifications 20 CITIGROUP INC. The Nominees 27 2009 STOCK INCENTIVE PLAN B-1 Meetings of the Board of Directors and Committees 34 Meetings of Non-Management Directors 34 Board Leadership Structure 34 Board’s Role in Risk Oversight 35 Committees of the Board of Directors 35 Involvement in Certain Legal Proceedings 39 Directors’ Compensation 39 Executive Compensation 44 The Personnel and Compensation Committee Report 44 Compensation Discussion and Analysis 44 2011 Summary Compensation Table 60 Audit Committee Report 79 Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm 81 Proposal 3: Approval of Amendment to the Citigroup 2009 Stock Incentive Plan (to increase authorized shares) 83 About the Annual Meeting Who is soliciting my vote? Instructions on how to access the proxy materials The board of directors of Citi is soliciting your vote over the Internet or to request a paper copy may be at the 2012 Annual Meeting of Citi’s stockholders. found in the Notice. In addition, the Notice contains instructions on how you may access proxy Where and when will the annual meeting materials in printed form by mail or electronically on an ongoing basis. take place? The meeting is scheduled to begin at 9:00AM (CDT) on April 17, 2012 at the Hilton Anatole, 2201 North Why didn’t I receive a notice in the mail Stemmons Freeway in Dallas, Texas. Directions to about the Internet availability of the the 2012 Annual Meeting are provided on page 114 proxy materials? of this proxy statement. We are providing some of our stockholders, including stockholders who have previously asked Why are you holding the annual meeting to receive paper copies of the proxy materials and some of our stockholders who are living outside of in Dallas instead of New York City? the United States, with paper copies of the proxy Citi’s board of directors chose Dallas as the location materials instead of a Notice about the Internet for the annual meeting because we have a large availability of the proxy materials. In addition, we local employee and customer base and significant are providing Notice of the availability of the shareholder population in the area. Under the proxy materials by e-mail to those stockholders company’s by-laws, the board of directors who have previously elected delivery of the proxy designates the location for the annual meeting each materials electronically. Those stockholders should year. The board has decided to alternate future have received an e-mail containing a link to the meetings between New York City and other website where those materials are available and a locations in the United States, starting this year in link to the proxy voting website. Dallas. The 2013 annual meeting will be held in New York. How can I access Citi’s proxy materials and annual report electronically? Why did I receive a one-page Notice in the This proxy statement and the 2011 annual report mail regarding the Internet availability of are available on Citi’s website at proxy materials this year instead of a full www.citigroup.com. Click on “About Citi,” and set of proxy materials? then “Corporate Governance.” Most stockholders Pursuant to rules adopted by the Securities and can elect not to receive paper copies of future Exchange Commission (SEC), we have elected to proxy statements and annual reports and can use e-proxy as part of the distribution for our instead view those documents on the Internet. proxy materials. The e-proxy process has allowed us to expedite our shareholders’ receipt of proxy If you are a stockholder of record, you can choose materials, lower the costs of distribution and this option and save Citi the cost of producing and reduce the environmental impact of our annual mailing these documents by following the meeting. As a result, we are mailing to many of our instructions provided when you vote over the stockholders a Notice of Internet Availability of the Internet. If you hold your Citi stock through a Proxy Materials (Notice) instead of a paper copy of bank, broker or other holder of record, please refer the proxy materials. All stockholders receiving the to the information provided by that entity for Notice will have the ability to access the proxy instructions on how to elect not to receive paper materials over the Internet and receive a paper copies of future proxy statements and annual copy of the proxy materials by mail on request. reports. 1 If you choose not to receive paper copies of future soon as possible that enough votes will be present proxy statements and annual reports, you will for us to hold the meeting. Persons voting by proxy receive an e-mail message next year containing the will be deemed present at the meeting even if they Internet address to use to access Citi’s proxy abstain from voting on any or all of the proposals statement and annual report.