new york (Bloomberg) — Citigroup Inc. shareholders withheld more than a quarter of their votes for board members John Deutch and Michael Armstrong after some investor groups blamed them for oversight failures that led to a $28 billion loss last year.

Deutch, chairman of the committee that monitors the bank's accounting and risk management, received 72 percent of shareholder votes in his favour at the annual meeting last month, the New York-based company said today in a regulatory filing. Armstrong, Deutch's predecessor on the audit committee, got 70 percent. Citigroup Chairman Richard Parsons received 86 percent and chief executive officer Vikram Pandit won 91 percent.

Because board directors run unopposed, anything less than 75 percent approval should be considered a call for them to step down, according to Dan Pedrotty, director of investment at the AFL-CIO, the largest US labour federation. Citigroup has lost 83 percent of its value in the past year, and government stress tests found that the bank needs $57 billion more of common equity in case the US recession intensifies.

The disapproval margins for Deutch and Armstrong "signify pretty significant shareholder discontent", said Charles Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. "Since they're running unopposed, withheld votes are a protest vote, and that's a pretty strong protest."

Citigroup had to get a $52 billion bailout last year, and in February the bank bowed to government pressure to shake up its board, pledging to reconstitute the 14-member body with a majority of "new independent directors".

Only five directors have been replaced in the past year, so nine of the candidates at the April meeting were holdovers from the prior year's slate. Citigroup officials have declined to comment on which of the just-elected directors might step off.

Citigroup spokesman Stephen Cohen declined to comment on the election results. Mulcahy declined to comment through a spokesman.