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Today's Outrage: Citigroup Shareholders Lose to Inertia

Shareholders got their chance to vent at Citigroup's annual meeting yesterday but that's about all they got.
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Citigroup (C) shareholders got their chance to vent at yesterday's annual meeting, but that's about all they got.

What turned out to be a vocal minority complained about the management and directors and urged other investors to oust all the directors. The votes didn't go their way. They rarely do.

The complacency of most stockholders allows management to get its way. Even in extraordinary times such as these, when the value of their investment is nearly erased, the average investor remains on the sidelines and hopes for the best.

I'm not allowed to own individual stocks as part of our editorial policy, but back when I did I always took the time to cast my votes. Clearly I was in the minority on that front. Inertia seems to be more in vogue.

Maybe it's for the best. What the heck do shareholders know about running a company? Besides, things are looking up. Citigroup conveniently scheduled its annual meeting right after reporting first-quarter earnings. And the bank apparently managed to persuade investors that everything is under control.

Citigroup was able to blame the first-quarter loss on the government, pointing to the cost of special dividends on preferred shares issued in exchange for bailout funds and the cost of converting preferred shares into common shares. If not for all that, the bank would have had a profit. So it's all good.

In the end, it really wasn't that hard for the slate of directors to win the election, considering they were all running unopposed.

CEO Vikram Pandit did a good job of playing to those concerns at the annual meeting, vowing to repay every bailout dollar with interest and restore the dividend for common shares as soon as possible.

The new chairman, Richard Parsons, also took pains to show he cared. He even let shareholder proposals be considered first and responded to questions from the angry mob. Who knows, maybe he even got the message. After all, some of the shareholder proposals got dangerously close to being approved.

For example, a proposal to allow holders of 10% of common stock to call special shareholder meetings received at least 48% of the votes. I haven't seen the final tally of votes yet, but that one got close to carrying the day.

It will be interesting to see what happens once the government's preferred shares get converted to common shares, making the U.S. Treasury the biggest voting shareholder. We've seen at General Motors how the Obama administration can impose it's will when the mood strikes. So Citigroup management and directors need to show they deserve to stay. Yesterday's annual meeting may not be the last we hear from shareholders.

I also wonder how things will go at

General Electic's


annual meeting today -- Chairman and CEO Jeffrey Immelt surely has some explaining to do after reneging on his pledge to protect the dividend. And I'm sure

Bank of America


Chairman and CEO Ken Lewis isn't exactly looking forward to his annual meeting on April 25.

Maybe the angry mobs will prevail. But then again, maybe complacency will rule the day once more.

Are you planning to cast your vote?

Hall is the editor of

. Previously, he served as deputy editor and chief innovation officer at

The Orange County Register

and as a news manager at

Bloomberg News

in Frankfurt, Amsterdam and Washington, D.C. As a reporter, he covered business and financial markets, worked in both print and television in the U.S. and Europe, and conducted in-depth investigative coverage at

The Journal-Gazette

in Fort Wayne, Ind. His work also has been published in a variety of newspapers including

The Wall Street Journal


The New York Times


International Herald Tribune

. Hall received a bachelor�s degree in journalism and political science from The Ohio State University and has taken graduate management science courses at Boston University.