Citigroup "lost" its annual say-on-pay vote this year. At its annual meeting earlier this month, only 45% of the votes cast supported the exec comp package. 

A few observers have opined on what this means, for Citi, for investors, for America. Steve Davidoff, the Deal Professor at the NY Times DealBook, has a particularly insightful account. Yet, everyone has missed a couple of key points, both of them pertaining to what Citi needs to disclose about this vote, and how this vote might affect matters at the 2013 annual meeting.

We review the vote, and explain what Citi must and need not do in response, in our current blog post.