April 17, 2012

This year, "people are more discontent with execs being paid when they are not being paid," she added.

For the Citigroup vote, proxy adviser ISS recommended siding against the board and voting "no" on the 2011 pay plan. Glass Lewis & Co, another governance advisory firm, also recommended voting against the compensation plan.

In addition to Pandit's pay increase, another area of concern to proxy advisers was the bank's 2011 retention awards, stock grants aimed at convincing executives not to jump ship, noted Todd Sirras, a partner at compensation consulting firm of Semler, Brossy, which tracks the "say on pay" votes.

"Retention awards in the current environment tend to be viewed negatively," Sirras said.

The majority of Citigroup shares are held by institutional investors, but professional money managers were not an obvious presence at the meeting. Only a few hundred people were in the half-filled ballroom in Dallas.

The shareholders who spoke were small investors or representatives of groups promoting social causes. No representatives of major investment management firms spoke. (Reporting by David Henry in New York and Ross Kerber in Boston; editing by Aaron Pressman, Andre Grenon and Maureen Bavdek)

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