CITIGROUP INC. | Ascertain Client Voting Preferences at CITIGROUP INC.

AGM date
Previous AGM date
Resolution details
Company ticker
Resolution ask
Report on or disclose
ESG theme
  • Social
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Company sector
Company HQ country
United States
Resolved clause
RESOLVED: Citigroup (“Citi” or “Company”) shareholders request our Company prepare a report on the feasibility of offering customized proxy voting preferences for Citi clients that seek to maximize portfolio-wide returns by pursuing voting strategies designed to push certain companies to address social and environmental externalities.1 The report shall be available to stockholders and investors by October 1, 2024, prepared at reasonable cost, consistent with fiduciary duties and other legal obligations, and omitting proprietary information.
Supporting statement
Citi and its subsidiaries manage approximately $474B in Personal Banking and Wealth Management assets2. As a fiduciary, Citi owes clients and investors duties of care and loyalty in exercising shareholder voting rights.3
Controversy over proxy voting - especially environmental, social, and governance (“ESG”) proposals, increases risk.4 Companies like Citi may be criticized from all sides.5
Diversified investors are interested in ensuring companies in portfolios managed by Citi do not threaten the rest of their portfolios6 when individual companies prioritize their financial returns over systems critical to diversified portfolios.7 Practically, this can mean maximizing profits by externalizing social and environmental risks to the detriment of other companies.
Reliance on proxy advisors does little to mitigate this problem or shield Citi from controversy.8 Such advisors generally provide advice that maximizes the value of individual companies, not the value of diversified portfolios invested in such companies.9
Citi markets goal prioritization, scenario planning, asset allocation, progress tracking, and other services customized to the needs of investors10. But Citi fails to offer granular control over customized proxy voting, a core advisor responsibility subject to fiduciary duty standards.
Soliciting the diverse views of clients on issues raised in shareholder elections and incorporating them into voting/engagement practices, or facilitating the client’s ability to do so themselves, can mitigate risk. Criticism of BlackRock, Vanguard, and State Street11 led to programs providing investors with voting choices.
However, these programs present limited choices due to overreliance on traditional proxy advisors. New technologies facilitate soliciting investor preferences efficiently to inform voting and engagement.12 Therefore, the report should not be limited to preset voting profiles but should include approaches and technologies that provide clients with granular control over voting, like the configurable options offered by Citi for constructing portfolios.
Investors want a voice. According to one study from Stanford Graduate School of Business, 83% of investors, irrespective of age, life stage, or ideological bent, want managers to consider their preferences when voting on environmental issues.13
Investment companies that fail to engage clients more fully in proxy voting will be subject to ever-increasing legal and reputational jeopardy.
Vote For Proposal [4*] Ascertain Client Voting Preferences
1, chapter 5. 
3 See 14 CFR 275.206(4)-6
8 See, e.g., lass%20Lewis%20%26%20ISS%20FINAL.pdf, esg-ballots-iss-glass-lewis-66652357?mod=opinion_lead_pos1
9 Policy-Survey-2023.pdf
10 citi~choose-how-you-invest~citi-wealth-management~learn-more
12 13

DISCLAIMER: By including a shareholder resolution or management proposal in this database, neither the PRI nor the sponsor of the resolution or proposal is seeking authority to act as proxy for any shareholder; shareholders should vote their proxies in accordance with their own policies and requirements.

Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.