Shareholders at Citigroup have offered a shareholder proposal that would require the bank to hold back a substantial percentage of its top executives’ pay for ten years. This sum could then be used to pay any fines or other liability arising out of illegal activities that take place on the executives’ watch. They would forfeit their pay even if they did not personally engage in any wrongdoing. Under SEC rules, is Citigroup required to include this proposal inits proxy material? If it is passed by shareholders, is it binding? Is the proposal a good idea?