Company Name: Citigroup Inc. (Recon.)
Public Availability Date: April 23, 2007
Document Sections:
INQUIRY LETTER
STAFF REPLY LETTER
[INQUIRY LETTER]
March 7, 2007
U.S. Securities and Exchange Commission
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Stockholder Proposal to Citigroup Inc. William Steiner ("Proponent")
Dear Sir or Madam:
We refer to the letter and attachments (the "SEC Response") dated February 23,
2007 from the Division of Corporation Finance of the Securities and Exchange
Commission (the "Division"), a copy of which is attached hereto as Exhibit A,
regarding the petition (the "Petition") for no-action relief submitted by
Citigroup Inc. ("Citigroup" or the "Company"), with respect to a stockholder
proposal (the "Proposal") submitted by John Chevedden (the "Proponent"), on
behalf of William Steiner. The Petition, the Proposal, Citigroup's request for
proof of ownership and a letter (the "Response Letter") dated December 27, 2006
from the Proponent in response to the Petition, are all included with the SEC
Response and appear as part of Exhibit A.
Citigroup has reviewed the SEC Response and must respectfully disagree with the
conclusion that the Proposal cannot be excluded from Citigroup's proxy statement
and form of proxy (together, the "2007 Proxy Materials") under Rules 14a-8(b)
and (f). The Proponent submitted four proposals to Citigroup Inc. for inclusion
in Citigroup's 2007 Proxy Statement. Each Proposal was submitted on behalf of an
individual stockholder. Copies of the proposals, other than the Proposal, are
attached hereto as Exhibit B. With respect to the proposal submitted on behalf
of Ray Chevedden, Citigroup was able to verify ownership because the stockholder
is a registered stockholder. With respect to the other three proposals,
including the Proposal, Citigroup could not independently verify ownership by
the stockholders and, in accordance with SEC rules, sent timely requests to each
of the stockholders requesting proof of ownership. Copies of the letters are
attached as Exhibit C hereto. Each of the letters was addressed to the
stockholders on whose behalf the proposals were submitted and none were copied
to Mr. Chevedden. With respect to the two proposals other than the Proposal,
proof of ownership was submitted to Citigroup on a timely basis. With respect to
the Proposal, however, proof of ownership was not submitted until December 8,
2006, which was past the deadline, December 1, 2006 for responding to
Citigroup's request.
Under Rules 14a-8(b) and (f), a proponent is required to submit proof of
ownership. While proof can easily be included with correspondence submitting a
proposal to a company, many proponents either submit proof after submitting the
letter but on a timely basis, or upon receipt of a letter from the company
requesting proof of ownership. SEC rules clearly indicate that proof of
ownership must be provided within two weeks of receipt of a company's request
for proof. Citigroup's request was dated November 16, 2006.
In the Response Letter, the Proponent indicates that Citigroup's request for
proof of ownership was insufficient because it was addressed to the stockholder,
instead of the Proponent. The Proponent also states that the package was not
delivered to a street address and merely indicated FRONT DOOR as the location.
This is incorrect. On the tracking information confirmation supplied to the
Commission, "Location" indicates where the package should be left and not the
address for delivery. He further fails to note that proof of ownership was
submitted to Citigroup with respect to the Proposal on December 8, 2006. The
Proponent does not acknowledge, however, that with respect to the other 2
proposals submitted by the Proponent, proof of ownership of the stockholder was
submitted to Citigroup in response to the requests that were addressed to the
stockholders and not to Mr. Chevedden.
The Proponent is familiar with the rules and regulations pertaining to the
stockholder proposal process, and in fact did respond to the requests Citigroup
sent to the other stockholders by submitting proof of ownership on a timely
basis. In fact, notwithstanding that the Proponent had not been copied on the
request for proof of ownership sent by Citigroup to another shareholder, on
behalf of whom the Proponent had submitted a proposal, the Proponent emailed
Citigroup requesting confirmation of receipt of a "proper broker letter." Given
the Proponent's extensive experience in submitting stockholder proposals, his
demonstrated knowledge of the ownership requirements, and his email inquiry make
clear that the delivery by Citigroup of the request for ownership to the named
stockholder does not justify the failure by the Proponent to submit proof of
ownership on a timely basis. We therefore ask that the SEC reconsider its
position with respect to the Proposal and grant Citigroup's Petition under Rules
14a-8(b) and (f).
If you have any comments or questions concerning this matter, please contact me
at 212 793 7396.
Very truly yours,
/s/
Shelley J. Dropkin
General Counsel, Corporate Governance
cc: William Steiner
112 Abbotsford Gate
Piermont, NY 10968
John Chevedden
2215 Nelson Ave., No. 205
Redondo Beach, CA 90278
Attachments
[STAFF REPLY LETTER]
April 23, 2007
Shelley J. Dropkin
General Counsel
Corporate Governance
Citigroup Inc.
425 Park Avenue
New York, NY 10022
Re: Citigroup Inc. Incoming letter dated March 7, 2007
Dear Ms. Dropkin:
This is in response to your letter dated March 7, 2007 concerning the
shareholder proposal submitted to Citigroup by William Steiner. On February 23,
2007, we issued our response expressing our informal view that Citigroup could
not exclude the proposal for its upcoming annual meeting. You have asked us to
reconsider our position. We also have received a letter on the proponent's
behalf dated March 8, 2007.
After reviewing the information contained in your letter, we find no basis to
reconsider our position.
Sincerely,
/s/
Martin P. Dunn
Deputy Director
cc: John Chevedden
2215 Nelson Ave., No. 205
Redondo Beach, CA 90278
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