Citigroup Inc. shareholders rejected its executive pay plan, afirst among the six largest U.S. banks, amid criticism it letsChief Executive Officer Vikram Pandit collect millions of dollarsin rewards too easily.

About 45 percent of the votes favored the plan, which Citigrouphad said will attract and retain top talent, according to apreliminary tally at the New York-based firm's annual meeting inDallas yesterday. While the vote isn't binding, outgoing ChairmanRichard Parsons said changes will be made.

“That's a serious matter,” Parsons said during his finalCitigroup shareholders' meeting as chairman. The board will seek amore quantitative, formula-based method for setting top executives'pay, he said in a subsequent interview. “We're going to have somemore conversation with our shareholders, make sure we understandtheir concerns and then fix it,” he said.