Citigroup shareholders have overwhelmingly rejected a proposal for the banking giant to commission a study to determine whether it should break itself up.
Had it passed, the provocative proposal would have required Citi's board to appoint an independent committee to assess whether the company's divesting itself of "all noncore banking business segments" would benefit shareholders. Citi’s shares have long traded below the company’s tangible book value.
The committee would have been compelled to report the results of its analysis publicly to shareholders within a year – a move company officials claimed would have involved sharing proprietary information with Citi's competitors. The proposal recommended that the board consider splitting Citi into two or more companies so as to segregate its traditional banking and investment banking businesses from one another.
The proposal was the work of Bartlett Naylor, a financial policy advocate at Public Citizen and the former chief of investigations for the Senate Banking Committee in the 1980s. Speaking at Citigroup's annual stockholders' meeting at the University of Miami, Naylor said shareholders "got clobbered" during the financial crisis and "remain clobbered" despite the subsequent bailout and efforts by Citi to slim down and sell off its bad assets.
He also expressed frustration with the fact that his proposal was doomed to failure. "Why is it that this resolution will only secure a miniscule number of the votes?" he said.
In response, a Citi representative said the bank has conducted three internal studies over the past seven years to figure out whether its current strategy would deliver the best long-term result. Those studies confirmed management's view that its course was the right one, he went on.
Despite his impassioned remarks, Naylor's proposal was shot down, with only 3.5% of shareholders voting in its favor.
Naylor has long been a thorn in the sides of U.S. banks. In the past couple of years, he has filed breakup proposals for Citi, Bank of America and JPMorgan Chase, though some of them were rejected by the Securities and Exchange Commission. In 2015, he managed to get a breakup proposal onto Bank of America's proxy.
In prepared remarks delivered before the discussion of shareholder proposals, Citi's chief executive, Michael Corbat, defended the company from the charge that it is too big to operate effectively.
“We don't aspire to be a monolithic entity intent on being big for big's sake or crowding out smaller banks," Corbat said. "We define ourselves as being appropriately scaled to serve and to support multinational clients whose success is linked to our future, as a company and as a society."
Also failing to pass were shareholder proposals that would have required Citi to be more transparent about its lobbying activity and to stop giving "golden parachutes" to executives who leave the bank voluntarily in order to enter government service. Those proposals received slightly more than 26% and 30% of the votes, respectively.