Welcome to the annual meeting for Citigroup Inc. Our host for today's call is John Dugan. At this time, all participants will be in a listen-only mode. I will now like to turn the call over to your host. Mr. Dugan, you may begin. Thank you very much, and good morning, ladies and gentlemen. My name is John Dugan. I am the Chair of the Board of Directors of Citigroup. In order to support the health, well-being, and convenience of our stockholders, employees, directors, and officers, Citi is hosting our annual meeting as a virtual meeting this year. We appreciate all of you joining us virtually. Joining the meeting by phone today is Jane Fraser, CEO of Citigroup. On behalf of the rest of the board of directors, we are very pleased to welcome you to the 2022 annual meeting of stockholders. I will serve as chair of today's meeting, and Brent McIntosh, our General Counsel and Corporate Secretary, who is also joining the meeting by phone, will act as the secretary of the meeting. At this time, I would like to introduce the members of our board of directors who will be standing for re-election and are also joining us virtually at today's annual meeting. Their backgrounds and qualifications are described in detail in the proxy statement you received for today's meeting. In addition to Jane and me, our current directors standing for election are Ellen M. Costello, Grace Dailey, Barbara Desoer, Duncan Hennes, Peter B. Henry, S. Leslie Ireland, Renée J. James, Gary Reiner, Diana L. Taylor, and James S. Turley. Finally, I want to say a special thank you to Alexander Wynaendts, who resigned from the board in November 2021, and Lew W. (Jay) Jacobs, Deborah C. Wright, and Ernesto Zedillo, who are not standing for re-election. We appreciate their many contributions and their years of dedicated service to Citigroup. We are also joined by phone today by KPMG, our independent auditors. They are available to respond to questions from stockholders. Mr. McIntosh. Thank you, Mr. Dugan. I'm pleased to report that all legal formalities for this meeting have been met and a quorum is present. Citi has appointed Michael Barbera from First Coast Results to act as Inspector of Election. Mr. Barbera is joining us virtually and took the oath of Inspector of Election earlier today. I would like to remind you that today's presentation may contain forward-looking statements that are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results and other financial conditions may differ materially from these statements due to a variety of factors, including those in our SEC filings, including, without limitation, the Risk Factors section of our 2021 Form 10-K. In addition, for a reconciliation of non-GAAP financial measures to reported results, please see Citi's Q1 2022 Earnings Release and Citi's 2021 Form 10-K. These documents are available on Citi's investor relations website. At this time, I would like to review for the stockholders the agenda for today's meeting and the procedure for submitting questions. An agenda and the rules of procedure for this meeting are available on the annual meeting web portal at the bottom right corner of the screen. On the left side of the screen is the question box. Stockholders can enter questions at any point during the meeting. When you enter your question, please remember to include your first and last name and email address with the question. Please direct your question to the chair or the CEO. We will read the questions aloud and then Mr. Dugan and/or Ms. Fraser will answer them. If your question does not relate to a specific proposal, we will hold it until the general Q&A at the end of the meeting. If we receive similar questions, we may combine them into a single question. Questions that contain derogatory references to individuals, use offensive language, or are otherwise out of order or not suitable for the conduct of the annual general meeting will not be addressed during the meeting. Ms. Shelley Dropkin will read the questions asked by our stockholders on the Broadridge portal. We understand that some of you may have concerns about your personal financial business, such as an issue with a mortgage or a credit card. As these are not appropriate topics for discussion at the annual meeting, and in order that we may assist you, please submit your contact information in the question box on the web portal with a short description of the issue, and we will have our customer service team contact you to address your concerns. We'll begin by having our CEO, Jane Fraser, give the State of the City presentation. After the presentation from the CEO, we'll turn to the business portion of the meeting, the proposals to be considered. The proxy statement you received for today's meeting describes 9 matters to be voted on. We'll begin with a presentation of the 4 management proposals. We will introduce all of them at once. We'll then respond to questions about any of the 4 management proposals brought before the meeting. After we conclude the discussion of the management proposals, we will discuss the stockholder proposals. Each stockholder proponent will have 2 to 3 minutes to present his or her proposal. We will respond to questions from the portal after each proposal is presented. After the presentation of proposals, we will close the polls. While the votes are being counted, we will respond to any general questions about the company. After the Q&A session, I will report on the vote, and the meeting will be adjourned. If we encounter any technical difficulties and we are unable to proceed with the meeting, please be advised that the notice of the meeting has been properly served, a quorum is present, all proposals are deemed to be properly before the meeting, and the meeting will be adjourned. Please review the annual meeting procedures on the web portal for voting instructions if the meeting is adjourned due to technical difficulties. Thank you, Mr. Dugan. Thank you, Mr. McIntosh. Our CEO, Jane Fraser, will now give a presentation on the state of Citi. Jane? Thank you, John Dugan and Brent McIntosh, and welcome to all our fellow shareholders who've joined us today. I'm very much looking forward to sharing my thoughts about Citi's recent progress and where we're headed. Let me first say a few words about the developments we're seeing on the global stage. With many parts of the world moving beyond the darkest days of the pandemic, we now face a new test of our solidarity and resolve, and that's the horrific war in Ukraine. As a linchpin of the financial system, Citi has a critical role to play here. We're implementing the sanctions aimed at Russia and helping our multinational clients who've decided to unwind their business in Russia. We're also reducing our own operations in Russia beyond our plans to exit our consumer franchise, and we're actively reducing our own financial exposure. It's the humanitarian crisis that we prioritize. I was in Poland just last week, meeting some of our colleagues who have heroically risen to the occasion, assisting with the relief efforts and, in many cases, opening their homes to refugees. I also met with our colleagues from Ukraine who were able to leave the country and whom we've helped relocate in Poland. We could not be more proud, nor more grateful to all our people in Ukraine. Despite everything they face, they have kept our bank operating so we can help the humanitarian organizations on the ground deliver aid, as well as support our clients and their critical supply chains. The consequences of this war will be with us for a very long time because the course of history has changed, and along with that will be material ramifications for the old global financial order. It's a sign of Citi's resilience that our bank continues to serve as a source of strength to our clients and customers during this unprecedented period of change and challenge. In 2021, we continued to help them navigate the economic impacts of the pandemic. Our institutional franchise led the way, helping clients grow, reconfiguring their supply chains, and access capital markets. For the year, we generated net income of $22 billion on revenues of $71.9 billion, with a return on tangible common equity of 13.4%. Now, included in those numbers is the release of loan loss reserves that we had set aside during the pandemic. Excluding those reserve releases, our net income was $14.9 billion, and we earned 8.9% on tangible equity. During the year, we were able to return nearly $12 billion of capital to common shareholders. In the Q1 of 2022, we reported earnings of $2.02 per share on $4.3 billion in net income. With all that is going on in the world, I think the firm performed reasonably well this quarter, and we remain focused on helping our clients navigate a macro environment that will continue to be both complex and uncertain. As a global bank, we feel a special responsibility to confront many of society's toughest challenges. These efforts are embedded in our day-to-day business, and they're central to our mission of enabling growth and driving economic progress. On my first day as CEO, we committed Citi to achieving net zero greenhouse gas emissions by 2050. Over the past year, we've been mapping out how we're going to get there, rolling up our sleeves to partner with our clients and guide the industry forward. Earlier this year, we released our initial plan, setting 2030 targets for our energy and power loan portfolios. We're helping to set the bar for our industry through our commitment to decarbonize our portfolio, as well as our commitments to work with our clients to help drive the clean energy transition. Our commitment to societal progress has also led us to take on the challenge of economic inclusion. Since launching our Action for Racial Equity initiative in 2020, Citi and the Citi Foundation have invested more than $1 billion to help close the racial wealth gap here in the U.S., and we've commissioned an audit to measure the impact of these efforts. Across the globe, we've continued maximizing the impact we can make, particularly in our most underserved communities. Since 2007, we have helped 3.7 million women around the world launch or grow their businesses. In 2021, we issued a first of its kind, $1 billion social finance bond to increase access to essential services in emerging markets. This is part of a goal we set last year to expand access to housing, education, and healthcare for 15 million low-income households, including 10 million women. Our recently announced plan to eliminate overdraft fee charges in the U.S. will also increase financial inclusion. All told, we've committed $1 trillion to sustainable financing by 2030, which comprises $500 billion towards environmental activities and $500 billion towards social activities. Every day, we're seeing how our ESG agenda is such a strong selling point for Citi in the battle for talent. Over the past year, we've attracted some tremendous new leaders to Citi and promoted our own highest performing leaders within the firm to new roles. I'm also proud that we recently met and exceeded the goals to increase the representation of women globally and Black colleagues in the U.S. in our most senior ranks. Globally, we increased representation in the assistant vice president to managing director levels for women to 40.6%, and in the U.S., we increased Black representation within those same levels to 8.1%. We did it by embedding these goals in our business strategy, strengthening our talent pipelines, evolving our recruitment and hiring, promoting internally, and making Citi a more attractive place for everyone to work. I'm proud of what Citi has achieved over the past year. We've done a lot to put us on the right path to compete and win in the decade ahead. Of course, there is much more to do. Our vision for Citi is to be the preeminent banking partner for institutions with cross-border needs, a global leader in wealth management, and a valued personal bank in our home market. Last month, we held our first Investor Day since 2017. It was an opportunity to update our investors after a year of refreshing our strategy to focus our resources and our energies on a compelling mix of businesses that can drive growth and higher returns. Going forward, we will be a firm focused on five core units with strong connectivity amongst them. Those five businesses are Services, Markets, Banking, U.S. Personal Banking, and Global Wealth Management. A key part of our strategy is investing in the services businesses that really are at the heart of our global network and that generate strong fee-based returns. Through our commercial bank, we'll expand our work with an important client segment, mid-sized companies who have aspirations to go global. Another priority is our ambition in wealth management. By combining our private bank and our consumer wealth businesses, we've created a single integrated platform to serve clients across the entire wealth continuum. As we focus our resources in a more targeted way, we've also made some hard decisions about which businesses no longer fit into our vision for Citi. We've announced our intention to exit our consumer and small and middle market business in Mexico and 13 other consumer businesses in Asia and Europe, where there was simply not clear connectivity to the rest of our firm. We so far reached agreements to sell 9 of those businesses, and we've decided on a path for Korea. Notwithstanding these decisions, Citi will continue to serve our clients and invest in these markets through our institutional franchise and our wealth business. For our strategy to unlock the greatest possible value, we know we need an infrastructure that's scaled and agile and delivers a great user experience. The consent orders issued in 2020 by the Federal Reserve Board and the Office of the Comptroller of the Currency underscored how we underinvested not only in parts of our infrastructure, but also in our risk and control environment. In 2021, we launched an effort to begin to address those deficiencies and to simplify and modernize our operating model for the digital age. This work is so consequential in nature that we're calling it our transformation. As part of our transformation, we are enhancing our risk and control environment to be more intuitive and automated. We're also improving how we organize and leverage the incredible amount of data we have as a global bank. Ensuring we have a culture characterized by excellence and accountability underpins the success of our transformation. We've updated our leadership principles and adjusted our performance rating system, all part of an effort to increase accountability for how our people should approach their work. By breaking down silos and deepening the sense of ownership our people feel for the firm, we're building a culture that's focused on delivering the best outcome for all our stakeholders and creates collective accountability. Taking into account our growth plan, the investments we're making in our businesses and the resulting efficiencies, we believe we can increase shareholder value and achieve an ROTCE of 11%-12% in the next three to five years. Over the longer term, I believe that our strategy will lead to a higher quality earnings mix and will further increase our returns as a result. As we look to the horizon, the stakes could not be higher. The world is only becoming more complex and more competitive. At Citi, we are determined to seize this moment. We're excited about the work we've done over the past year to focus our strategy on where we can win. We're confident we have put Citi on the right path to improve returns over the long term. Thank you for this opportunity to share these thoughts with you, and John and I very much look forward to answering your questions later on in the meeting. We will now turn to the business to be conducted at today's meeting. Mr. McIntosh. Thank you. I declare that the polls are now open. The polls will remain open until the end of the discussion of the last proposal before the meeting, unless they are closed earlier. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their votes do not need to take any further action. Mr. Dugan. We will now turn to the management proposals for consideration by stockholders. They are, Proposal 1, the election of directors. Proposal 2, the ratification of auditors. Proposal 3, approval of Citi's 2021 executive compensation. Proposal 4, approval of additional shares under the Citigroup 2019 Stock Incentive Plan. All of these proposals are deemed to be properly before the meeting. The board recommends that stockholders vote in favor of the management proposals for the reasons stated in the proxy statement. If you have any questions or comments regarding any of the four management proposals, please enter your questions into the web portal. John Dugan, we have received seven questions related to the size and diversity of our board, and we'll pose them together for response. Two representative questions come from Donald Duchesne. Why is it necessary to have more than seven directors? Beverly Jones, is the board of directors diverse and represent all people? Thank you, Shelley. The size of our board actually reflects Citi's scale. It comprises members who have both specific skills and experience that are aligned with Citi's businesses, risks and challenges, as well as the broader skills necessary to provide comprehensive oversight of the firm. Let me give you a few examples. Leslie Ireland brings significant knowledge and expertise from her career in financial intelligence and cybersecurity. Renée James is a seasoned technology leader with broad international operations experience in managing large-scale, complex global operations. And Jim Turley has deep insights and expertise from his career in the accounting profession, both in the United States and internationally. In addition to the diversity of experience we value among our board members, we also have a strong track record with respect to gender, ethnic, and racial diversity. In fact, we have one of the few boards among major companies that is majority female. Next question is actually twelve questions related to the performance of our board, our stock, and our strategy, and we will pose them together for response. Two representative questions come from Michael Sorbell. The stock price is an indication of how well the board and management are performing. Why is the board and management doing such a poor job when it comes to earnings, and why are they mismanaging the company? From Glenn Watley, why has Citi's business and stock price performance been languishing? Why is the P/E not higher? Well, thank you all for the questions. Since I've become CEO, I've spent a significant amount of time with our shareholders, and I have listened very carefully to the feedback, and I completely understand that you are frustrated with our stock price and performance. At our recent Investor Day, we laid out our growth strategy and explained how we're tackling what's held us back in the past. As we've shown over the past year, we're not afraid to make the tough decisions required to begin to address these issues and to improve our earnings mix and increase our returns. As we continue this work, we're very committed to being transparent about it. We're making it easier for you to track our progress with the relevant key performance indicators, as you saw in our quarterly earnings report, and we've rolled these metrics into our management scorecards. I'm holding my team accountable, and I know that you are all holding me accountable. The board's also been highly engaged with these efforts. Let me turn it over to John to add in his views. Thank you, Jane. That's right, the Board has been highly engaged with Management on the strategy refresh. Specifically, we've provided appropriate questioning and challenge as Management developed the refresh, which we believe resulted in a stronger plan, resulting in the very material changes to the firm over the last year that the Board strongly supports. Importantly, we're committed to holding this leadership team accountable for making meaningful progress, while at the same time recognizing, as Jane said, that some of the work will take time to produce significant results. We are confident that this is the right approach for the company and for our shareholders. The next question comes from Mike Mayo. How can investors reconcile that Chair John Dugan remains in his position when, despite his expertise as head of the OCC during the global financial crisis, it appears that, from an outsider's perspective, the board did not recognize the seriousness of Citi shortfalls until there was a formal regulatory consent order. Thank you, Mike. I and the board did recognize the remediation shortfalls before the consent orders. We spent a great deal of time overseeing a number of different regulatory remediation projects in the several years leading up to those orders. While a lot of progress was made, the consent orders made clear that a foundational, holistic, and systemic change was required. Specifically, the board became fully focused on the need for Citi to fundamentally change its risk and controls environment and modernize our operations, what we now call our transformation. We made it our top priority to select a new CEO who would make the transformation her top priority and have the leadership and change management skills necessary to execute the transformation, which is exactly what we got by selecting Jane. Why was this our top priority? Because the board believes that the transformation is absolutely critical. Not just to remediate deficiencies identified by regulators, but to modernize Citi's technology and infrastructure to compete more effectively, particularly in the new digital landscape. As outlined at Investor Day, this undertaking will require significant resources and investment over the next few years. The board's transformation oversight committee, which comprises every member of the board except Jane, is closely overseeing these efforts and is fully committed to the transformation's successful execution. Next question comes from Mike Mayo. How can investors not expect more change in the composition of the board other than the CEO, given both the severity of the consent order, only one departing board member, and especially the current significant restructuring? Indeed, the existing board, 11 of 15, oversaw management when Citi, on multiple occasions, not only missed financial targets, but also proclaimed that its restructurings were done. This includes the 2018 shareholder meeting, 2017 Investor Day, and literally the first paragraph of the 2017 annual report. Well, thank you, Mike. On the seriousness of the consent orders, as I just said, the board spent a great deal of time overseeing several different remediation projects before those orders were issued, until it became clear that despite progress, what was really needed was the foundational change of the transformation. On the financial side, despite significant progress in years like 2019, it also became clear to the board in the pandemic that a refreshed strategy, one that fully integrated the transformation, would also be necessary, which is exactly what Jane's first year has been about. The board strongly supports the refresh strategy, even though it entails an increase in near-term investments and expenses. We believe this is the necessary path forward to streamline operations, reduce the cost of capital, decrease earnings volatility, and most important, increase Citi's return on tangible common equity in a realistic way over time. Finally, just to be clear, due to natural attrition, we've recently had four members depart the board, not one, which constitutes 25% of the board's membership. We will use the opportunity created by our departing directors to look for new board members who offer relevant experience and fresh perspectives for the course that Citi is now on. We have received two questions related to the selection of our auditors, KPMG, and we'll pose them together for response. A representative question comes from Mike Mayo. Under what circumstances would Citi consider changing its auditor, KPMG, which has been in place for 53 years, since 1969, including predecessor firms? Why wouldn't Citi's board and shareholders benefit from a different perspective given Citi's board track record in both performance and controls? Under its charter, Citigroup's audit committee must conduct an annual evaluation of our independent auditor's qualifications, performance and independence, and then determine whether it should recommend to the board the retention of that auditor. If the board agrees with that recommendation, Citigroup shareholders must then decide whether to ratify that retention. The board's determination whether to retain the independent auditor is based in part on a comprehensive survey of Citi employees and management's feedback on the auditor's prior year performance, combined with Citi's legal review of known legal risks or potential monetary judgments against the auditor. Based on our most recent review and survey results, we concluded that KPMG continues to provide high-quality service to Citi while maintaining its independence and professional skepticism. We believe that KPMG has the unique ability to provide both the necessary expertise needed to audit Citi's businesses and to match our global footprint. In addition, and this is important, KPMG's policies include rotation of key audit personnel. There is a new partner in charge at least every five years, and many other partners are rotated on a regular basis. KPMG has also built technology that is specifically tailored to our auditing needs, customization that is the result of a long-term relationship. Based on all these considerations, the committee concluded that it is in the best interest of shareholders to reappoint KPMG as our auditors. The next question comes from Mike Mayo. Why does Citi continue to pay KPMG about $100 million per year for audit-related work when the OCC found, quote, "deficiencies in its data governance, risk management, and internal controls that constitute unsafe or unsound practices and that contributed to violations of law or regulation." Close quote. A, Citi paid $400 million in civil money penalties to the OCC. B, Citi has incurred as well as incurring extensive expense related to new personnel and systems directly to address the regulatory aspects of the order. C, Citi has paid KPMG, 1, $100 million in 2021 audit-related fees and tax-related fees. 2, $400 million over the past four years, 2018 to 2021. 3, an estimated $2 billion overall since Citi was formed in late 1998. Well, before talking about the specific fees, let me just point out that the focus of the consent orders was on operational and in-business risks, controls, and data. It was less on financial reporting and internal controls over financial reporting, which are the primary areas of focus for KPMG's integrated audit. Regarding the fees paid to KPMG, our annual payment is made up of audit fees, audit-related fees, and tax services, with audit fees making up slightly over 70%. Audit fees are of two types, statutory audits and integrated audits. A significant portion of audit fees paid to KPMG is for local statutory audits that are required and performed in different countries and jurisdictions globally. Given Citi's large geographic footprint, the number of these audits, approximately 300, are generally more than our peers. We have received two questions pertaining to CEO compensation and pay ratio. The two questions come from Paul Spadafora. Why are you paying your new CEO so excessively, both salary and bonus/incentives, when she hasn't performed well in terms of generating a positive return on stock performance since taking over the helm? From William Hatcher, given the skyrocketing income inequality across the country, can Compensation Committee Members Dugan, Hennes, Jacobs, James, Reiner, and Taylor justify the CEO pay ratio to the median employee of 372-to-1? Well, thank you for both questions. First, our thinking around executive pay is detailed in the compensation discussion and analysis portion of the proxy statement. When thinking about Jane's 2021 compensation, we considered a range of factors, starting with the fact that 2021 was very much a transitional and transformational year for us. Over the course of her first year in the role, Jane engaged in a clear-eyed assessment of the strengths and weaknesses of our company, developed robust, comprehensive, and credible plans to build on the former and minimize the latter, and has pivoted to the first phase of execution on these plans. The quality and pace of this work has been impressive. In addition, from a competitive perspective, while our stock did not perform up to expectations, we did deliver solid financial results in a very challenging macro environment. I'll also say that Jane is off to a fast start in her first year as CEO and led on the development of critical plans that we believe will be accretive to our bottom line over time. That said, we clearly recognize there is more work to do, and that is reflected in the board's decision to keep pay levels for Citi executives meaningfully below our principal peers for 2021. Furthermore, a significant portion of CEO compensation is awarded in long-term incentives that are tied to company performance through stock awards and performance-related awards. Now, separately, with respect to the second question on our CEO pay ratio, that represents the difference in how much we pay our CEO and our median paid employee, which we recognize is considerable. That difference reflects a variety of factors, including experience, responsibility, location, tenure, and other factors that are very different for those two individuals. In both cases, we are mindful of market levels for pay and individual performance when setting compensation. We have received two questions pertaining to executive compensation and will pose them together for response. A representative question comes from Jeffrey Wu. With such a poor return on equity and the decline in business, how does the board adequately reflect and tie the performance to the compensation for the executives? There should be an adequate accountability. Well, let me start by pointing out that we use market benchmarking data to inform executive pay to ensure we're continuing to attract top talent to our firm. This benchmark is then adjusted based on the scope of the role at Citi and experience of the executive. I hope that my responses to previous questions address most aspects of this one, but let me make a few more points that demonstrate how we're aligning pay with performance. In 2021, we moved from a combination of deferred equity and deferred cash awards in our annual incentive program to all deferred equity in every location that the law permitted us to do so. In addition, the portion of Jane's incentive compensation awarded in performance share units was increased from 35% to 50%. We also reviewed the performance share program and updated the performance targets to reflect that we are looking for constant improvement. Finally, we've continued to focus on our performance management framework to ensure executives are measured and accountable for their financial, client, and franchise, risk and controls, and leadership contributions. We have received two questions related to the transformation bonus program and will pose them together for response. A representative question comes from Mike Mayo. Who exactly qualifies? The highest payouts, $5 million over three years, go to the named executive officers identified in the August 2021 8-K and 2021 proxy. Mark Mason, CFO, Paco Ybarra, ICG, Michael Whitaker, Head of Enterprise Operations and Technology, Peter Babej, Asia, and Ernesto Torres Cantú, Latin America. Why is this necessary for named executive officers to do their jobs? Each of these executives earned over $10 million in total compensation in 2021. How big of a bonus pool is necessary, considering Citi noted that approximately 250 other senior leaders are also eligible for transformation bonuses? Why doesn't the proxy specify transformation targets and timelines? How are the cash payouts, including the final 50% that is indexed to Citi stock, the same as awarding Citi shares over a multi-year period with vesting periods of five or more years? Well, thank you, Mike. Last year, Citi put in place an incentive program for approximately 250 senior leaders who are critical to delivering a successful transformation. This program was developed and approved for several important reasons. First, as you've heard from Jane consistently, the transformation is our top priority. It is foundational to our future success. Second, the goal of cultural change calls for management to be held accountable collectively, not just individually, for the successful execution of the transformation. Third, the transformation requires very substantial additional and different work from the regular job responsibilities of almost all program participants. It is way more than business as usual. Finally, the program is in the best interest of our stockholders because it represents a prudent investment in the transformation effort, which is, as I said, the company's top priority for increasing share value over the long term. As set forth in the proxy and a subsequent filing, we've been transparent about the performance metrics that will be used to evaluate what portion, if any, of the award is paid out. We will use these metrics to evaluate whether the team submits suitable remediation plans to our primary regulators, takes specific actions to reduce our risk in the near term while making lasting improvements to our risk and controls environment, executes the quantity of specific milestones on the schedule set forth in the plans, and satisfies standards for quality of execution. As for the mechanics of how the award works, please refer to the proxy and particularly the supplemental disclosure that is available on our website, which goes through the program in detail. John, we have one additional question on the management proposals from Mike Mayo. When and why did the other three directors decide to leave Citi's board? I did not see this in a press or regulatory release. This actually was discussed in the proxy statement. As I mentioned earlier, it was a normal part of the attrition of our board of directors. Those are all the questions on the management proposals. As there are no further questions on the management proposals, we will now have the pre-presentations of the stockholder proposals to be voted upon at today's meeting. I will call on the proponent of each stockholder proposal to make a statement. We begin with the stockholder proposal requesting a management pay clawback policy. Operator, is John Chevedden on the line? Hello, this is John Chevedden. Can you hear me okay? Yes, I can hear you just fine, John. Please proceed. Proposal five, management pay clawback authorization. This proposal encourages Citigroup senior executives to report other Citigroup senior executives if they are cooking the books. The ill-conceived management statement next to this proposal says that it would be unfair for Citigroup senior executives to report other Citigroup senior executives for cooking the books. The ill-conceived management statement says that in order to be competitive, Citigroup senior executives must be able to turn a blind eye to other Citigroup senior executives if they are cooking the books. Shareholders ask the board of directors to provide for a general clawback policy that dictates that a substantial portion of the annual pay of executive officers identified by the board shall be deferred and be forfeited in part or in whole at the discretion of the board to help satisfy any cash penalty associated with any violation of law, regardless of any determination or responsibility by any individual officer. That this annual deferral compensation be paid to the officers no sooner than three years after the absence of any such cash penalty, and that any forfeiture and relevant circumstances be reported to shareholders in the annual meeting proxy. This proposal shall apply to the executive officers whether or not they were responsible for any associated cash penalty. These provisions should operate prospectively and be implemented in a way that does not violate any contract, pay plan, law, or regulation. For example, in July 2014, the United States Department of Justice announced a $7 billion settlement with Citigroup to resolve claims related to Citigroup's conduct in the issuance of residential mortgage-backed securities prior to January 2009. The resolution included a $4 billion civil penalty, the largest penalty to date under the Financial Institutions Reform, Recovery, and Enforcement Act. Citigroup acknowledged it made serious misrepresentations to the public. This cash penalty was borne by Citigroup shareholders who were not responsible for this unlawful conduct. Citigroup employees committed these unlawful acts. Citigroup employees did not contribute to this enormous penalty, but instead received bonuses. This proposal encourages Citigroup senior executives to report other Citigroup senior executives if they are cooking the books. Please vote yes. Management pay clawback authorization, proposal five. The board of directors recommends that stockholders vote against this proposal for the reasons stated in the proxy statement. Ms. Shelley Dropkin, are there any questions on this proposal? Yes. The next question comes from Melvin Bronze. What in detail is the proposed management pay clawback policy? Citi has had in place for many years a policy of deferring substantial portions of bonus-eligible employees' compensation for up to four years and subjecting those deferred amounts to forfeiture and to clawback in a range of circumstances. Under Citi's existing policies for each senior executive, which are consistent with market practices for large financial institutions, deferred incentive compensation is subject to forfeiture and clawback in additional circumstances that are not generally applicable to other bonus-eligible employees. The award agreements containing the detailed forfeiture and clawback provisions for our senior executives are publicly available as exhibits to our annual reports on Form 10-K, as required by SEC rules. John, there are no other questions on Proposal 5. Okay. The next item is a stockholder proposal requesting an independent board chairman. John Chevedden, you may present the second proposal on behalf of Kenneth Steiner at this time. Hello, this is Proposal 6, independent board chairman. Shareholders request that the board of directors adopt an enduring policy and amend the governing documents as necessary in order that two separate people hold the office of the chairman and the office of the CEO as follows. Whenever possible, the chairman of the board shall be an independent director. The board has the discretion to select a temporary chairman of the board who is not an independent director to serve while the board is seeking an independent chairman of the board. The chairman shall not be a former CEO of the company. This enduring policy could be phased in when there is a contract renewal for our current CEO or the next CEO transition. This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing adopted this proposal topic. The roles of chairman and CEO are fundamentally different and should be held by two directors, a CEO and a chairman who is completely independent of the CEO and our company. If management was serious with this proposal topic being decided on the merits, management would produce a list of the functions that an independent board chairman can do that a lead director cannot do, and then let shareholders decide. If the Citigroup CEO serves as chair, this means giving up a substantial check and balance safeguard that can only occur with an independent board chairman. A lead director is no substitute for an independent board chairman. The value to shareholders of having a lead director is perhaps 10% of the value of having an independent board chairman. A lead director cannot call a special shareholder meeting, cannot even call a special meeting of the board. A lead director can delegate most of the lead director duties to the CEO office and then simply rubber-stamp it. There's no way shareholders can be sure of what goes on. The lack of an enduring policy for an independent board chairman is an unfortunate way to discourage new outside ideas and an unfortunate way to encourage the CEO to pursue pet projects that would not stand up to effective oversight. Please vote yes. Independent board chairman, proposal six. If there are no questions on this, Ms. Dropkin, the board of directors recommends that stockholders vote against this proposal for the reasons stated in the proxy statement. There are no questions on proposal six. The next item is a stockholder proposal requesting a report on the effectiveness of Citi's policies and practices in respecting Indigenous people's rights in Citi's existing and proposed financing. Operator, is Tara Houska on the line? Please go ahead, Tara. Good morning, Citigroup's employees and shareholders. My name is Tara Houska. I'm founder of Giniw Collective and a tribal attorney. I'm representing Sisters of St. Joseph of Brentwood and three other state-based co-filers, long-term Citigroup shareholders, and the lead filers of a proposal requesting a report on the respect of indigenous peoples in general corporate finance and project-level financing. I'm hereby asking for your support for this proposal. Citi provided $5 billion for the Enbridge Line 3 tar sands pipeline. I'm calling you today facing multiple criminal charges. We're trying to defend my people's treaty territory and Anishinaabe territory from Line 3. The resistance to this project was extreme. There were over 1,000 people arrested ultimately. The level of brutality that was delivered upon us by police officers was very, very intense. Some people have permanent injuries from what they faced here, very similar to the situation in Dakota Access Pipeline. Only this time there was more arrests. Your client is not being upfront about the kind of risks that are being undertaken by continuing to expand the fossil fuel industry. Your client probably did not tell you that there were three different Ojibwe nations who openly opposed and sued against the approval of this project. That's a level of accountability that should be held at the level of you guys actually doing a report and doing your own research because your clients are clearly not informing you about what's happening. I mean, I'm calling you guys today, I'm nine months pregnant and expecting a new life into the world, and I know many of you that are listening to this are also parents. As we sit and continue to do business as usual and believe that we can mitigate climate crisis by investing in green economy while at the same time expanding the fossil fuel industry is an absolute farce, and we are stealing from our children. These are very real choices that we are making as individuals, as people, as human beings who all depend on water. Enbridge has punctured three different water aquifers here in northern Minnesota, the Land of 10,000 Lakes, spilling over 270 million gallons of fresh water. They already know that the issue that we were most concerned about as Ojibwe people, which is our wild rice, which is in the treaty rights that were signed with this country, with the United States, will be damaged by these spills. I'm asking you to do your due diligence and to think about the reputational risk that we for sure launched when we did defund Line 3 and targeted your company, among many others, for financing this terrible project. I know that you hear stories like this a lot. I'm hoping that you do the right thing and at least engage in a report to see what's happening on the ground and to see how you can better serve your shareholders and uphold human rights and respect indigenous peoples. Thank you. Miigwech. Thank you. The Board of Directors recommends that stockholders vote against this proposal for the reasons stated in the proxy statement. John, we do have a question on this proposal 7 from Jillian Lyon. How will Citigroup ensure it is meeting its human rights and climate commitments in its financing relationship with Enbridge, which is moving to relocate its Line 5 pipeline? Well, Citi already has a publicly available environmental, social, and environmental policy, which goes beyond the minimum requirements laid out in the Equator Principles and commits to enhanced due diligence on transactions and clients when areas of high caution are present, even when we are not directly financing a project. Additionally, Citi has long been engaged on human rights issues and was the first major U.S. bank to publish a statement on human rights, which has been updated as needed over time to reflect evolving market practice. The statement describes how we monitor and respond to human rights issues related to our business operations, as well as those related to client activities. Our existing environmental, social, and environmental policy efforts are robust. In fact, Citi has been recognized as a leader in integrating respect for human rights into our business. Going forward, Citi's board and management remain committed to working together to continue to advance the company's commitment to human rights. Now, as to the specific question about Enbridge. Enbridge is a Citi client. However, I want to be very clear that we have not provided any project-related financing for the Enbridge Line 3 project. We do, however, provide Enbridge with general corporate purposes financing across a number of its subsidiaries, and we regularly engage with Enbridge on their community consultation and indigenous peoples engagement, and have found that they have industry-leading practices. There are no other questions on this proposal. Thank you, Ms. Dropkin. The next item is a stockholder proposal requesting that the board adopt a policy to end new fossil fuel financing. Operator, is John Harrington on the line? My name is John Harrington of Harrington Investments, a Napa, California-based ESG registered investment advisor, managing assets for individuals and institutions for over 40 years. In 2013, we divested from fossil fuels. Climate change, a global pandemic, and now the Ukrainian war, financed by Russian coal, oil, gas. A country itself financed by foreign banks, including our own company, Citigroup, the second largest global financier of fossil fuel development, which over the last 6 years has totaled over $285 billion. Our bank is financing deadly fossil fuels that have catastrophic results. Thousands of human beings have been killed and injured thanks to climate change, resulting in extreme weather events, including hurricanes, tornadoes, and deadly wildfires. I can personally attest to the horrors of climate change, as almost 40% of Napa County, California, has been devastated by wildfires since 2015, including the 2017 Atlas Fire, where my wife and I lost our home of over 30 years and barely escaped alive. With no warning, on a Sunday night, winds of over 70 miles an hour erupted, blowing down power lines, creating a firestorm, filling the night with embers. We were separated and trapped as a downed tree blocked the road. Eventually, we were both able to escape, driving through fire and smoke, avoiding several burning vehicles. This story has been repeated in many parts of the world time and time again. It is our future thanks to climate change and our banks continuing to finance fossil fuel. Our bank felt the need to join other large banks to make voluntary pledges to address climate change without committing to policy or governance changes in line with massive resource reallocations necessary. Actions speak louder than words, as would amending the company's articles if our bank's fiduciary wanted to align our policies with the UN Environment Programme Finance Initiative and the International Energy Agency, which have made it clear that the aggressive global response is necessary to contain global warming to 1.5 degrees Celsius and minimize the worst impacts of climate change. Instead, we learn from Bloomberg that our bank supported new financing of Russian coal two weeks before the COP26 conference. Investments for increased Russian coal. Good timing, Citi. This modest resolution asks only that Citigroup adopt a policy by the end of the year committing to proactive measures to ensure that the company's lending and underwriting do not contribute to new fossil fuel supplies inconsistent with fulfilling the IEA's net zero emissions by 2050 roadmap and the UN Environment Programme Finance Initiative recommendations to the G20 Sustainable Finance Working Group for credible net zero commitments. Have you heard of the Extinction Rebellion? It may be time to join. Thank you, John. The Board of Directors recommends that stockholders vote against this proposal for the reasons stated in the proxy statement. Ms. Dropkin, are there any questions on this proposal? Yes, John. We've received nine questions related to fossil fuels, and we'll pose them together for response. Two representative questions are from James Tarzian. "Why is there an issue with investments in fossil fuel? It is not only good business, but necessary for national defense. Your job is not to pick and choose social issues, but to maximize profit." From Corinne Littman. "What are you doing to divest of fossil fuel investments and to move those investments to alternative energy research and development? Citi recognizes that emissions from fossil fuel sectors in particular must be reduced to avoid the impacts of climate change. As a result of the war in Ukraine, we're seeing the need for increased energy security and the need to transition more quickly to clean forms of energy. With that being said, it's not feasible for the global economy, for human health or livelihoods to shut down the fossil fuel economy overnight. The transition needs to be accelerated, but it also needs to be managed to minimize the shock to our economy and communities. A critical component of a successful transition is the work we're doing with our clients, including our fossil fuel clients, to develop and implement credible plans for their own transition towards clean and more sustainable practices and policies. We're also actively supporting the development of the next generation of technologies that are needed to accelerate change. We're committed to bringing as many clients as we can along with us on this journey, and we're working with them relentlessly to get it right. Over the past year, we've announced a major commitment to support green finance. We have invested in new technologies directly, and we have committed half a trillion dollars of financing to support clean energy by 2030. I will end by noting that it's clear that our industry plays an important role in this journey. While financial institutions can deploy the capital, we need strong government policy, and we need our clients, both corporations and individuals, to come along with us in order to drive change at the scale that is required. There are no further questions on proposal 8. The next item is a stockholder proposal requesting a non-discrimination audit analyzing the company's impacts on civil rights and non-discrimination for all Americans. Operator, is Sarah Rehberg on the line? In September 2020, Citigroup announced the $1 billion Action for Racial Equity initiative to address race and equity in the United States. One of the stated goals of this endeavor is to advance anti-racist practices in the company. What this initiative fails to recognize is that there's much disagreement surrounding what terms like anti-racist mean. Citigroup's statements on this matter make clear that to company leadership, anti-racist practices means workplace policies that place superficial characteristics such as race, sex, and sexual orientation above merit. Ironically, policies such as these inevitably promote discriminatory behavior in the name of anti-racism. For instance, Citigroup's one-year review of this initiative states that the company is developing a diversity, equity, and inclusion lens as part of all new manager selections and existing manager monitoring in the United States. The assessment further states that Citigroup will periodically review managers of third-party funds included in its platform to assess their diversity, equity, and inclusion characteristics as to whether their firm's policies and practices are consistent with providing more opportunities for women and traditionally underrepresented minorities in asset management. This means that the company places more value on whether an employee is a woman or a traditionally underrepresented minority than whether that individual has an objective amount of experience or educational qualifications. It necessarily discriminates against groups that Citigroup doesn't recognize as traditionally underrepresented who are held to higher standards on the basis of race and sex. This dangerous type of mentality is grounded in principles such as critical race theory, which reduces human existence to surface elements that no one can control, like skin tone or sex. This discriminatory practice focuses on so-called white or male privilege being at the root of everything in society, and insists that white people and men are always the oppressors and everyone else is oppressed to one degree or another, and therefore must be given preferential treatment. The same toxic behavior applies equally to Citigroup's lending practices. For instance, the company says it will provide preferential financing to affordable and workforce housing projects by minority developers. It is difficult to understand how any company can further goals of anti-racism and equity through race-based preferential financing. Rather than setting openly discriminatory criteria for lending, Citigroup should take care to ensure all Americans, regardless of race or other immutable characteristic, and while maintaining its fiduciary duties, has a choice to achieve the fundamental American dream of homeownership. Voting yes on proposal nine would provide shareholders and the public with a critical assessment of how the aforementioned policies and practices are impacting the business and causing discrimination in the name of opposing it by conducting a simple independent audit. Please vote yes on proposal nine. Thank you. Thank you. The board of directors recommends that stockholders vote against this proposal for the reasons stated in the proxy statement. Ms. Dropkin, are there any questions on this proposal? No, John, there are no questions on proposal nine. Okay. If you have not done so already, please vote now on the portal. I now declare the polls closed. While the votes are being counted, we will respond to questions about the company. Ms. Dropkin, are there any such questions? Yes, John. The next question comes from Matthew Gutchess. The board recommends against stockholder proposals 7, 8, and 9. Where can I find out how each director voted on these proposals? Well, we don't share the individual voting decisions of any of our shareholders, and that includes our board members. Preliminary results of the voting by all of our shareholders will be announced at the end of the meeting, and the final results will be reported on a Form 8-K that is filed with the SEC. We have received five questions related to Russia and will pose them together for response. A representative question comes from Harry Miller. How does the Russian invasion of Ukraine affect your business? Well, before I address this question directly, I want to say that the situation in Ukraine is simply heartbreaking, and I'm utterly disturbed by the images we're all seeing. Our first priority, therefore, is and has been the safety of our people in Ukraine. We've been helping our colleagues there find safe accommodations both inside and outside the country, and we continue to support them in every way we possibly can, including giving them emergency payments to buy essentials while also making medical services available to them. I was just in Warsaw in Poland last week and was able to meet with many of the colleagues whom we helped evacuate from Ukraine, as well as our Polish colleagues who've opened their homes to refugees. Let me turn to Russia. We intend to sell significant portions of our local business in the country and are actively engaged in that process. In January, we started to carefully reduce our operations in, and our exposures to Russia, and have benefited from being on the front foot here, as you saw in the Q1 earnings. We're in continuous communication with the U.S. government, and we continue to do our part to ensure the enforcement of the sanctions regime. We've received two questions related to compensation, and we'll pose them together for response. A representative question comes from Don Manila. How does Citi expect to be competitive in markets if compensation lags behind peers? In addition, a lot of focus has been on increasing base pay for juniors. That focus is not there for the director and above population. How do you keep that population motivated? Well, thank you for the question. We strive to ensure that our firm attracts and retains the best and the brightest talent, and that means competitive and equitable pay levels, whilst also rewarding employees relative to their performance. We're really diligent on this front. We have regular third-party reviews to measure this accordingly. This past year, we invested in our talent through salary increases and year-end compensation pools that were based on market comparisons. We operate in a highly competitive market for talent, and attracting and retaining a highly qualified and motivated workforce is of top strategic importance for us as a firm. The next question comes from Keenan Casavant. Does Citi plan to expand its commodities and power trading desks as the world pushes for the renewables and electric vehicles? Given Citi's scale and financing capabilities, I would like to see Citi become more engaged in power, gas, and precious metals trading. Thank you for your question, Keenan. Citi is recognized as a preeminent commodities business, and we have been investing in this area for over a decade to serve our global franchise across all major commodity markets. We plan to continue expanding our efforts to support our clients through the energy transition with a very specific emphasis on renewable energy and carbon emissions markets around the world. We have seen very strong results in commodities recently, including a truly stellar performance in the Q1. We've received three questions related to our branch presence and rewards in our personal banking and wealth management business, and we'll pose them together for response. A representative question comes from Tuheen Chatterjee. Why are more branches not opening in New Jersey? Why were all international branches closed? Will they open up again, such as in India and the U.K. and the rest of Asia? Why were the rewards changed for the Citi Double Cash® Card? I like those rewards. Why aren't easy deals replaced with thank you points? Well, thank you all for being customers and for sharing your feedback and your ideas with us. Our retail strategy is focused in the U.S. It's our home market, as well as in four international wealth hubs in Singapore, Hong Kong, London, and the UAE. Here in the U.S., we have a light physical footprint with a well-established presence in six urban markets that is supported by one of the largest fee-free ATM networks in the nation, that has more than 70,000 ATMs from coast to coast. Over the last several years, we focused on modernizing our branches while also continuing to build out our digital capabilities. We're one of the two top card businesses in the U.S., and we're constantly refreshing our product suite and award-winning rewards programs in response to what we hear from our customers and what they want, such as more flexibility or more cashback. However, we do sometimes retire products if they have low utilization, or we will refresh them to be innovative and more competitive in an increasingly digital world. Simply put, our goal is to offer the best products in the market, especially in this more digital environment. The next question comes from Keenan Casavant. What does Citi plan to do to better compete and prevent further loss of market share against digital finance institutions? Well, thank you, Keenan, for the question. We recognize the world has changed and that our clients and customers are moving to far more digital existences, which is giving rise to a completely new architecture of finance. We continue to be a leading digital wholesale bank in both our markets and treasury and transaction services businesses. We're determined to have user experiences that are best in class and to make sure we are where our customers and our clients are leading their financial lives. To your point, it's a new world of platforms. On the consumer side, our strategy is to complement the great service we provide in our U.S. retail branches with best-in-class digital tools, and this continues to pay off. We've received $20 billion in digital deposits, for example, and more than two-thirds have come from customers outside of our branch network. We've been on a journey with our digital-first approach over the last few years, and we will continue to invest in these capabilities going forward. Next question comes from Rosalie Narciso. Why did you remove the financial tools section from online banking? Oh, well, thank you very much for being a customer and for your question. We're continually working to improve our digital offerings so that we provide the best customer experience possible. In this particular instance, our decision was driven by customer feedback and the opportunity we saw to replace the financial tools with more intuitive ways to view and manage your finances. That means with new features, including the 360 client dashboard, net worth details, external account aggregation, and savings goals. Next question comes from Carmelo Gonzalez. Why haven't you increased the pension in the last 25 years, knowing the increase of food, housing, and pharmacy drugs? It seems easy for management to increase annual salaries while forgetting about the retired staff. While our retirement benefits have changed meaningfully over the last 25 years, we're committed to fulfilling the obligations of existing pension plans. Those plans are fully funded, and they are indeed being paid. However, the terms of the plans were put in place with a prescribed payout rate based on years of service, among other factors, and they were not designed to be adjusted to reflect cost of living changes. We appreciate that people are feeling the effect, the effects of inflation and higher prices at the moment. Next question comes from Joshua Clemens. What is your outlook for the horizon with increased inflationary pressures on the business over the next 2-3 years? Well, thank you very much for the question. Yes, inflationary pressures remain very significant in the near term, and that's amplified by higher energy and food prices, largely as a result of the Russia-Ukraine war. In the U.S., a very tight labor market is likely to continue to put pressure on inflation and the risk of wage price spiral has increased. The Fed forecasts that core inflation will slow by the end of the year. However, we think risks for inflation at year-end is still tilted to the upside. We don't expect for inflation to derail U.S. growth, but it will have an impact. While it could pressure spending and unemployment, luckily, consumers' current high savings following COVID and government support will likely absorb some of this impact. For our own business, we think inflation will be a drag on expenses. In investment banking, we expect inflation to be a benefit to our markets, TTS, cards, and wealth businesses. We have received two questions related to buybacks. A representative question comes from Sean Cocotza. Share buybacks were postponed in Q4 2021. When will Citi resume its share buyback program? While we did pause share buybacks in the Q4 of last year, and we did so to build the capital needed to absorb the impact of industry-wide regulatory capital changes, we resumed buybacks this past quarter one, once the impact was addressed. Most recently, during the Q1 of this year, we returned $4 billion to our shareholders through a combination of stock buybacks and dividends. Going forward this year, like many of our peers, we do expect to have a moderated share buyback program due to the uncertainties of the macro environment. We've received two questions related to our dividends, and we'll pose them together for response. A representative question comes from Noel Murphy. When will the common stock dividend be increased? UBS Bank has stated that going forward, they will be paying increasing dividends equal to 50% of their earnings. Thank you, Noel. Dividends represent an important source of income for many Americans, leading to financial stability and economic activity. Buybacks are a proven way to increasing returns to shareholders. In 2021, we returned nearly $12 billion in capital to our common shareholders. In the Q1 of 2022, we returned $4 billion to our shareholders through both stock buybacks and dividends. The board makes decisions about our dividend on a quarterly basis and will continue to do so. I will say that with our stock trading below tangible book value, we have emphasized share buybacks, and we believe this emphasis will be accretive to share prices in the long term. We've received two questions related to diversity, and we'll pose them together for response. A representative question comes from Holly Daly. What are you doing to advance diversity through your protocols for hiring and promotion to executive and management roles? And how are you ensuring pay equity between gender and race? Well, thank you for your questions. Let me start by saying I fully agree with the view that diversity is critical to sound decision-making, and that it's vital that our people reflect the diversity of the communities that we serve. That's why we've been actively focused on increasing diversity and ensuring an inclusive culture at the firm for many years. Just as we were the first bank to address pay equity and share our representation goals publicly, we believe that the best way to achieve change is through being very transparent. As I mentioned in my opening remarks, we recently met and extended the goals to increase the representation of women globally and Black colleagues in the U.S. in our senior ranks. Soon, we're gonna set some new goals that expand to new markets and other underrepresented groups, and we'll announce what those are later on this year. Our efforts aren't stopping there. Gender and racial equity is something we demonstrate from the very top of our organization. As John mentioned, our own board of directors is one of the few boards amongst major companies that is majority female. 29% of our executive management team are women, and 35% are diverse. Our 2021 managing director class represents one of the largest and most diverse classes in recent history. 35% of our new MDs identify both as women or racial ethnic minorities in the U.S. respectively. While we clearly have more work to do, we have been making good progress, and we're really committed to continue being a leader in these efforts. Our next question comes from Jeff Juarez. How do you intend to adequately manage building assets that seat 200-500 employees that are now seating 10-20 employees a day and respectively across all site sizes? Does this cost of “better together” make sense with these kind of attendance numbers? Thank you for the question. At the end of the day, we do believe that we are better when we are together, and that this approach facilitates a sense of belonging, collaboration, apprenticeship, and competitiveness. Our sites are a key element of our overall talent strategy as a result. We also understand the need to be flexible in order to adapt with changes in the talent market. While we've just started bringing people back across the country, we're still in transition, and we're constantly monitoring space usage. We've undoubtedly seen new patterns of attendance unfold as we've implemented our return to office strategy, and we'll continue to monitor usage and remain flexible with our space management practices. That's gonna include exploring new areas where we might require new office space in order to access different talent pools. We've received two questions related to our vaccination policy, and we'll pose them together for response. A representative question comes from Robert McGill. Why are you requiring people to get the vaccination when it is not safe? You are opening the company to many lawsuits that you cannot defend. Hi, Robert, and thank you for your question. We fully appreciate there are strongly held views about vaccine mandates. We thought carefully about this, and we decided to require that all U.S.-based colleagues be fully vaccinated as a condition of employment. We did, of course, provide accommodations covering religious, medical, and state-granted exceptions to this. Our medical teams consulted with top experts at some of the leading medical institutions throughout the country, and they're confident about the safety and efficacy of the vaccines available to us. In total, our compliance rate, which takes into account those who are fully vaccinated and those who obtained an approved accommodation, was nearly 100%. At the end of the day, this decision was reflective of our desire to create a safer workplace, to protect our families and communities and ensure continuity of our business operations. We received 13 questions related to travel benefits offered for reproductive health, and we'll pose them together for response. Two representative questions are from Eric Lee. Why is Citigroup paying for employees' travel expenses when they want to have abortions? This seems to me a gross misuse of funds and a direct support of an activity myself, and no doubt many of your shareholders find highly morally objectionable. From Francis Mellon. Thank you to Citibank for deciding to include travel for access to abortion as part of the health insurance plan to help employees address the Texas anti-woman abortion legislation. We know this is a subject that people feel passionate about. I want to be clear that this benefit isn't intended to be a statement about a very sensitive issue. What we did here was follow our past practices. We've covered reproductive healthcare benefits for over 20 years, and our practice has also been to make sure our employees have the same health coverage no matter where in the U.S. they live. To that end, we've had a practice of reimbursing travel for many years. We respect everyone's views on this subject. We've received six questions related to the use of our corporate voice, and we'll pose them together for response. A representative question comes from Clive Ewing. How will company management resist the diversity, equity, and inclusion initiatives that have metastasized and are now dividing the country? Will you learn from Disney and other companies who have waded into political and social issues that are not directly tied to their business, alienating employees, customers, and investors? Well, let me start with our firm's mission, which is to enable progress. Our environmental, social, and governance agenda builds on decades of leadership, and it reflects the special responsibility that we feel as a global bank to help solve some of society's toughest challenges. The leadership team and I give very careful consideration before the firm takes a position on a matter, and our people are usually the reason we choose to engage. With that said, we realize that not all of our stakeholders agree with the positions we take and that there are certain stakeholders who believe it's not the role of a company to make such statements. We respectfully take the view that there are times when, as an employer of more than 220,000 people, it is appropriate to engage and support how our colleagues are treated. We highly respect the right of others to voice their views, and we welcome all feedback. Next question comes from Chris Frith. Has the company declared a climate emergency yet? Hi, Chris. Thank you for this question on an important topic. We've been clear that the climate crisis is among the top critical challenges facing our global society and economy today, and that there is an urgent need for collective action. Global financial institutions such as Citi can play a leading role in helping drive the transition to a net zero global economy and make good on the promise of the Paris Agreement. On my first day as CEO, Citi committed to achieve net zero greenhouse gas emissions by 2050, and this year we delivered our plan. We designed it to include hard targets and not just words. This includes emissions associated with our financing, as well as achieving net zero for our own operations by 2030. We put in short-term goals, not just the longer-term ones. Let me make this clear. Meeting this commitment will require unprecedented partnership with our clients as well as with governments. To achieve net zero as a global society, we need strong public policy frameworks and government intervention to help drive the global economy's transition to net zero. We are committed to playing an active role in the fight against climate change. This will need partnership. Next question comes from Howard Kaplan. Cenlar, Citi's loan servicer, was issued with a cease and desist order from the Office of the Comptroller of the Currency in October, citing unsafe or unsound internal control practices. This information was not presented to Citigroup shareholders or borrowers. Cenlar does not comply with the terms detailed in the HELOC servicing transition letter or information on Citibank's website. Cenlar's policies and procedures are designed to breach the terms of Citibank HELOC loan and auto deduct agreements in order to overcharge interest and fees to Citibank borrowers. The breaches include making auto deduct payments late or not at all, moving statement periods in order to accelerate interest, misapplying payments, incorrectly changing interest rates, increasing fees above stated rates in loan agreements, and intentionally delaying the distribution on monthly statements. What steps are being taken by Citi's management to force Cenlar to abide by the terms of loan and related agreements and support Citi's borrowers? The consent order for Cenlar was made public by the OCC, and Citi has a robust oversight construct in place over Citi's mortgage sub-servicer, Cenlar. In addition, we are constantly working with Cenlar to improve our customer experience with them. Our next question comes from Malik Sarwar. What has Jamie Dimon done well that Citi can learn from and compete with the bigger three banks? Wealth Management loves a sharper strategy. How to compete with the three Wall Street giants and Fidelity, Schwab, and Vanguard. Our goal is to build a best-in-class experience for our clients and a high returning business for our shareholders. If we're successful in that, the share gains will follow. We've brought together various pieces under a unified wealth management business to be successful, and we've already seen this model succeed in Asia. As we mentioned, we are a top three wealth business in Asia, and we're a top five global private bank. We're also an undisputed leader in wealth management, working with lawyers and law firms in the States, and we're expanding this strategy to other select industries through Wealth at Work. I'm also thrilled because we've got strong, reputable, and globally recognized brands, Citigold for the affluent and high-net-worth customer and Citi Private Bank for the ultra-high-net-worth. I also see a lot of synergies across Citi for us in wealth management, which is a huge opportunity. We can leverage the U.S. branch network for client referrals. We are offering the ICG product suite, our leading research, referring business owners to the commercial bank as a couple of examples. We have a scaled investments going into capabilities, particularly digital. I see Citi as having an opportunity to put a unique value proposition together, one of the few firms that can deliver a total wealth solution to our clients on a global scale, and one where we can offer cross-border proposition. I'm also delighted that we can have an open platform and an unbiased advice because we don't own our own asset managers, so there's no conflict of interest there. To achieve our vision, we're investing in our talent and technology, including digital capabilities and platform. I think that will put us in a position to be very successful in wealth management over time, including partnering with the firms that you mentioned. Next question comes from James J. Webb. This question is for Ms. Fraser, related to her comments on the Fed and OCC consent order and the transformation efforts. What specifically is being done to reduce the number of systems Citi has, and the number of adjustments required due to the complexity and number of these systems? I've stated a number of times this transformation that we're undertaking is our number one priority. It's something that will give us the agility and the scale to better compete in the digital age, as well as to address the upgrades that we require in our risk and control environment. Simplification is a core part of that transformation, and that means modernizing our operations, focusing on end-to-end processes, and making sure that we're on market-leading technology platforms, rather than old legacy ones. We submitted our plans to the regulators. We're incorporating their feedback, and we're moving forward with execution. As you could understand, the number of systems that we're looking at here, and the magnitude of the changes that we put in place mean that this will be a multi-year journey. Next question is from Carlos Munoz. Despite admitting serious deficiencies in risk management and platform development, Citi engages in a much more aggressive approach compared to other major banks in terms of holding individual employees accountable for personal misconduct. Would it not be more constructive and appropriate in terms of building staff morale and enhancing firm-wide performance if Citi acknowledged to its dedicated staff of its failures rather than passing on accountability? Clearly, the present approach has had a material impact on its stock performance over many years. Well, first, I appreciate the work and contributions of our colleagues, and all that they do towards running the business and ensuring our safety and soundness and our long-term success. Our performance management system recognizes and rewards those contributions. We have been making a number of changes over the last year and will do so going forward to reinforce that. At the same time, every colleague at Citi has the responsibility for our firm's performance, and we believe holding individuals accountable is appropriate. That accountability at every level is a core tenet of the culture for excellence that we aspire to have at Citi. The next question comes from Ben Cushing. In 2019, the Treasury Department's Office of the Comptroller of the Currency assessed a $25 million fine against Citibank for failing to offer all eligible customers mortgage discounts and credits, which adversely harmed people of color. Citigroup's practices of requiring minimum fees and daily balances for checking accounts also disproportionately hurts people of color and inhibits their wealth creation. Therefore, it was encouraging to see Citibank agreed to conduct a racial equity audit to assess in October 2021. However, measuring and disclosing the harm of Citibank's financing is not enough. What will Citibank do to repair the harm it has inflicted on communities of color? Citi does a wide range of work to support communities of color, and many of these efforts are detailed in our 2021 ESG report, which we just published yesterday, and it's available on our website, and I really encourage you to have a look at it. In particular, I would draw your attention to our Action for Racial Equity efforts. We're proud of the progress that we've made since announcing this initiative in 2020, and we've already invested over $1 billion in strategic initiatives that are having impact right now. Some of the key updates include we've committed to conduct a third-party racial equity audit. We've created the firm-wide Diverse Financial Institutions Group that is leading engagement with minority depository institutions. Last year, we spent over $1.2 billion with diverse suppliers, including $432 million with Black-owned businesses alone. We worked exclusively with five Black-owned firms to syndicate a $2.5 billion bond issuance. The proceeds from that bond are going to be used to finance quality, affordable housing for low and moderate-income populations in the U.S. We're really committed to social justice and racial equity in our operations, our business dealings, and our engagement with all of our stakeholders. I'd also highlight that we recently announced plans to completely eliminate overdraft fees, returned item fees and overdraft protection transfer fees. This is relevant because it typically has a disproportionately negative impact on Black and Latino customers. We will continue to make important investments in innovations and make sure that this is a priority for us going forward. Next question is from Mike Mayo. What can Citi do with the moves to replace the four departing directors to show that it cares more about shareholders? Thank you, Mike. Well, let me just say that the current board is extremely focused on ensuring that management and the company deliver on the strategy, the financial path over the medium term, and enhancing the culture that we shared at Investor Day. In addition, we've changed the annual incentive compensation structure to be all deferred equity to ensure that our interests are directly aligned with our shareholders. We are laser-focused to prove that we care about our shareholders and deliver on the commitments that we made at Investor Day. We will use the opportunity created by our departing directors, as I said before, to look for new board members who offer relevant experience and fresh perspective for the course that Citi is now on, including specifically directors who are fully committed to overseeing the bank's efforts to deliver long-term shareholder value. Our last question comes from Donald Ramstek. Are there any plans to return to live in-person meetings in New York? Thank you. Well, having just recovered from a brief encounter with COVID myself and coming off from having to move our Investor Day to a virtual format because several members of the management team had COVID, the pandemic made an in-person format for this year's AGM unwise. This decision is in support of the health, well-being, and convenience of our stockholders, employees, and directors. We are using a virtual platform that allows all shareholders to participate without having to travel. We're committed to answering your questions at this meeting, just as we do when we're with you in person. Ms. Dropkin, are there any more questions? There are no further questions, John. In that case, I will now ask the secretary to report on the vote taken at today's meeting. Thank you. Based on the proxies voted prior to today's meeting and the votes cast at today's meeting, I'm able to report that on the proposal for the election of directors, each nominee has been elected, having received more votes for than against votes. Each nominee received over 88% of the votes cast for such nominee's election. Proposal 2, relating to the ratification of KPMG LLP as Citigroup's independent registered public accountants, has passed, having received approximately 92.4% of the votes cast in favor of this proposal. Proposal 3, relating to the approval of our 2021 executive compensation, has passed, having received approximately 80.6% of the votes cast in favor of this proposal. Proposal four, relating to the approval of additional shares under the Citigroup 2019 Stock Incentive Plan, has passed, having received approximately 94.7% of the votes cast. Proposal five, requesting a management pay clawback policy, has not passed, with approximately 9.15% of the votes cast in favor of this proposal. Proposal six, requesting an independent board chairman, has not passed, with approximately 20.3% of the votes cast in favor of this proposal. Proposal seven, requesting a report on the effectiveness of Citi's policies and practices in respecting indigenous people's rights, has not passed, with approximately 34.3% of the votes cast in favor of this proposal. Proposal 8, requesting that the board adopt a policy to end new fossil fuel financing, has not passed, with approximately 12.8% of the votes cast in favor of this proposal. Proposal 9, requesting a nondiscrimination audit analyzing the company's impacts on civil rights and nondiscrimination for all Americans, has not passed, with approximately 2.9% of the votes cast in favor of this proposal. These numbers are preliminary. The official report of the inspector of election will be filed with our corporate records and reported on a Form 8-K filed with the SEC. Mr. Dugan. Thank you, Mr. McIntosh. If you have a question but did not get a chance to ask it, please follow the procedure for sending questions to the board described in the proxy statement. At this time, I will entertain a motion to adjourn. Move it. Second. All in favor? Aye. Thank you. I now declare the meeting adjourned. This now concludes the meeting. Thank you for joining, and have a pleasant day.