????直到花旗集團（Citigroup）CEO潘偉迪薪酬上漲4,999,999%，華爾街才終于迎來了檢驗多德-弗蘭克法案中“薪酬話語權”條例的時刻。

????周二，花旗集團的股東們投票，否決了給CEO潘偉迪2011年漲薪1,500萬美元的方案。2010年，潘偉迪年薪1美元。自從一年前，多德-弗蘭克（Dodd-Frank）法案規定強制性股東投票以來，這是首次出現一家華爾街大行的高管薪酬方案遭到股東否決的情況。此次投票是在花旗集團于達拉斯舉行的年度股東大會上進行的。問題是時態接下來會如何發展？

????多德-弗蘭克法案要求所有公司（不只是銀行）的股東們每年對高管薪酬進行投票，但公司不一定要遵照投票結果執行。目前不清楚花旗到底會怎么做。55%的花旗股東們投票否決潘偉迪和花旗其他高管們的薪酬方案。花旗集團發布的聲明稱，公司董事會將“嚴肅”對待投票，盡量理解股東的擔憂，“董事會的人事和薪酬委員會（the Personnel and Compensation Committee）將在接下來的行動中，慎重考慮他們的意見。”

????溫伯格公司治理研究中心（John L. Weinberg Center for Corporate Governance）主席查爾斯?埃爾森表示，其他行業的“薪酬話語權”投票有效地降低了高管薪酬。但華爾街歷來對批評銀行業薪酬過高的聲音無動于衷。最近，很多投資銀行都改變了做法，更多地是向員工支付股票，而不是高額的年終現金獎金。

????埃爾森表示，去年有20多次股東投票否決了公司高管薪酬。幾乎所有投票都促使公司削減了薪酬。通用電氣（General Electric）去年在股東大會投下反對票后調整了高管薪酬。其他案例中有股東提起訴訟，但許多訴訟案迄今還談不上成功。“花旗如果對投票結果置之不理就太愚蠢了，”埃爾森表示。“但我認為，否決票更多的是因為股東不滿意目前公司的經營狀況。”

????花旗集團的股東投票與潘偉迪2011年獲得的收入有關。花旗集團給予這位CEO總計1,490萬美元的總薪酬。由于工作表現，潘偉迪去年已拿到近700萬美元現金。其余薪酬是限制性股票和現金，計劃于未來幾年內支付。花旗集團可能會重新調整這部分薪酬。潘偉迪的2011年薪酬方案看來確實過高，超過了其他很多的華爾街CEO們，包括高盛（Goldman）的勞埃德?布蘭克費恩。而且，自2006年底以來，花旗集團的市值已跌去了1,800億美元，跌幅高達64%。有鑒于此，以及往屆CEO的薪酬，潘偉迪應該賺900萬美元左右，而不是1,500萬美元。

????花旗股東大會的此番投票結果可能掀起新一輪否決華爾街和CEO天價薪酬的浪潮。花旗集團是華爾街大行中率先召開年度股東大會的一家，而這一季的年度股東大會對于金融公司而言將注定是不平靜的。去年，華爾街大行的股價大幅下跌。但大多數銀行仍批準了CEO們高達八位數的薪酬方案。

????譯者：早稻米

????It took a 14,999,999% pay increase to finally put the "say on pay" regulations in the Dodd-Frank bank reform to the test on Wall Street.

????Shareholders at Citigroup (C) on Tuesday voted against giving CEO Vikram Pandit a $15 million raise for 2011. He had made $1 the year before. It's the first time shareholders have rejected the executive pay packages of a major bank since Dodd-Frank made the votes mandatory a year ago. The vote came at Citigroup's annual shareholder meeting, which is being held in Dallas. The question is what happens next?

????While Dodd-Frank mandates shareholders at all companies, not just banks, get a vote on executive compensation each year, companies don't have to comply with those votes. It's not clear what Citi will do. Effectively 55% of Citi's shareholders voted to reject the pay packages of Pandit and Citi's other executives. The company released a statement that said the company's board of directors will take the vote "seriously," and try to understand shareholder concerns. "The Personnel and Compensation Committee of the board will carefully consider their input as we move forward," said the statement.

????Charles Elson, director of the John L. Weinberg Center for Corporate Governance, says in other industries so-called "say on pay" votes have been effective at reducing executive pay packages. Wall Street, though, has been historically unresponsive to critics that say bank pay is too high. Recently, a number of investment banks have switched to paying their employees more in stock, rather than huge year-end cash bonuses.

????Elson says there were more than two dozen votes last year in which shareholders objected to a company's executive pay. Nearly all of them resulted in the companies cutting their pay packages. General Electric adjusted its executive pay after shareholders objected last year. In other instances, shareholders have sued, though many of those suits have so far not been successful. "Citi would be foolish to ignore the vote," says Elson. "Though I think is more about a broader shareholder dissatisfaction with how the company is being run."

????The shareholder vote at Citi has to do with what Pandit received in 2011. The CEO was awarded a pay package of $14.9 million. Pandit has already been paid nearly $7 million in cash for his work last year. The rest of his pay was made in restricted stock and cash, which was expected to be paid to Pandit over the next few years. It is likely that this is the portion of Pandit's pay that Citigroup could restructure. Pandit's pay package for 2011 does seem excessive. It topped the pay of a number of other Wall Street CEOs, including Goldman's Lloyd Blankfein. What's more, since the end of 2006, Citigroup's market cap has plunged $180 billion or 64%. By that measure, and past CEO compensation, Pandit should be making roughly $9 million, not $15 million.

????The Citi vote may signal a new wave of disapproval of Wall Street and CEO pay. Citigroup is the first of the major banks to hold what could a somewhat contentious season of annual meetings between shareholders and company management for financial firms. Shares of the major banks fell dramatically last year. Nonetheless, most banks approved eight-figure pay packages for their CEOs.