"Pandit's 2011 incentive pay and multiple retention awards are substantially discretionary in nature or lack rigorous goals to incentivize improvement in shareholder value," analysts for ISS, a unit of MSCI Inc., wrote in their report.
More than 150 people attended the annual meeting in addition to the board members and senior executives. All other management proposals passed with more than 80 percent of votes cast, including the election of directors, according to Citigroup Secretary Michael Helfer.
Parsons, 64, led Citigroup's efforts to recover from its near-collapse 2008. He became chairman in 2009 and presided over repayment of the company's U.S. bailout. His replacement, Michael O'Neill, 65, takes over in the wake of the Fed's rejection of the bank's capital plan.
Looking At 2013
The Fed didn't accept Citigroup's proposal because it would have caused the company's capital levels to fall below minimum standards in a dire economic scenario. Pandit affirmed today that the lender may wait until it submits a 2013 plan to the Fed before seeking approval to boost the 1-cent quarterly payout or buy back shares.
"Creating shareholder value and also making sure that's reflected in our book value is our No. 1 goal," Pandit said today. Returning some of that value is a priority, he said, whether it's a dividend or a share buyback.