UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 7, 2010
THE GOLDMAN SACHS GROUP, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | No. 001-14965 | | No. 13-4019460 |
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| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
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| 200 West Street | | |
| New York, New York | | 10282 |
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| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(212) 902-1000
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 7, 2010, The Goldman Sachs Group, Inc. (Group Inc.) held its Annual Meeting of Shareholders at which the shareholders voted upon (i) the election of Lloyd C. Blankfein, John H. Bryan, Gary D. Cohn, Claes Dahlbäck, Stephen Friedman, William W. George, James A. Johnson, Lois D. Juliber, Lakshmi N. Mittal, James J. Schiro and H. Lee Scott, Jr. to Group Inc.’s Board of Directors (Board) for one-year terms, (ii) the ratification of the appointment of PricewaterhouseCoopers LLP as Group Inc.’s independent registered public accounting firm for the 2010 fiscal year, (iii) a management-sponsored advisory vote on executive compensation matters, (iv) a management-sponsored proposal to amend Group Inc.’s Restated Certificate of Incorporation to eliminate supermajority voting, (v) a management-sponsored proposal to amend Group Inc.’s Restated Certificate of Incorporation to permit holders of 25% of Group Inc.’s outstanding shares of common stock to call special meetings, (vi) a shareholder proposal regarding cumulative voting, (vii) a shareholder proposal regarding the use of collateral in over-the-counter derivatives trading, (viii) a shareholder proposal regarding the separation of the positions of Chief Executive Officer (CEO) and Chairman of the Board, (ix) a shareholder proposal regarding a report on political contributions, (x) a shareholder proposal regarding a report on global warming science, (xi) a shareholder proposal regarding pay disparity and (xii) a shareholder proposal regarding executive compensation and long-term performance.
The shareholders elected all eleven director nominees, approved the ratification of the appointment of PricewaterhouseCoopers LLP as Group Inc.’s independent registered public accounting firm for the 2010 fiscal year and approved the management-sponsored proposals. The shareholder proposals did not receive the approval of a majority of the shares present in person or represented by proxy at the meeting and, as a result, were not approved. The number of votes cast for or against and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below.
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| | | | | | | | | | | | | | | Broker | |
| | | For | | | Against | | | Abstain | | | Non-Votes | |
| Election of Directors: | | | | | | | | | | | | | | | | |
| Lloyd C. Blankfein | | | 373,838,138 | | | | 4,752,472 | | | | 9,933,194 | | | | 48,349,514 | |
| John H. Bryan | | | 359,387,409 | | | | 17,453,283 | | | | 11,683,112 | | | | 48,349,514 | |
| Gary D. Cohn | | | 378,774,739 | | | | 4,537,766 | | | | 5,211,299 | | | | 48,349,514 | |
| Claes Dahlbäck | | | 383,267,517 | | | | 3,899,183 | | | | 1,357,104 | | | | 48,349,514 | |
| Stephen Friedman | | | 381,319,846 | | | | 4,707,821 | | | | 2,496,137 | | | | 48,349,514 | |
| William W. George | | | 383,243,335 | | | | 3,996,553 | | | | 1,283,916 | | | | 48,349,514 | |
| James A. Johnson | | | 377,861,324 | | | | 4,795,662 | | | | 5,866,818 | | | | 48,349,514 | |
| Lois D. Juliber | | | 383,545,017 | | | | 3,702,434 | | | | 1,276,353 | | | | 48,349,514 | |
| Lakshmi N. Mittal | | | 365,956,258 | | | | 7,185,280 | | | | 15,382,266 | | | | 48,349,514 | |
| James J. Schiro | | | 371,400,860 | | | | 3,764,456 | | | | 13,358,488 | | | | 48,349,514 | |
| H. Lee Scott, Jr. | | | 374,063,367 | | | | 1,143,377 | | | | 13,317,060 | | | | 48,349,514 | |
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| | | | | | | | | | | | | | | Broker | |
| | | For | | | Against | | | Abstain | | | Non-Votes | |
| Ratification of Appointment of Independent Registered Public Accounting Firm | | | 429,762,700 | | | | 6,527,703 | | | | 582,915 | | | | * | |
| Advisory Vote on Executive Compensation Matters | | | 420,451,690 | | | | 15,862,712 | | | | 558,916 | | | | * | |
| Management Proposal to Amend Restated Certificate of Incorporation to Eliminate Supermajority Voting | | | 434,508,470 | | | | 1,741,359 | | | | 623,489 | | | | * | |
| Management Proposal to Amend Restated Certificate of Incorporation to Permit Holders of 25% of Outstanding Shares of Common Stock to Call Special Meetings | | | 423,325,672 | | | | 13,065,448 | | | | 482,198 | | | | * | |
| Shareholder Proposal Regarding Cumulative Voting | | | 98,074,657 | | | | 288,737,274 | | | | 1,711,873 | | | | 48,349,514 | |
| Shareholder Proposal Regarding Collateral in Over-the-Counter Derivatives Trading | | | 130,330,623 | | | | 255,870,991 | | | | 2,322,190 | | | | 48,349,514 | |
| Shareholder Proposal Regarding Separation of the Positions of CEO and Chairman of the Board | | | 74,075,179 | | | | 313,084,563 | | | | 1,364,062 | | | | 48,349,514 | |
| Shareholder Proposal Regarding a Report on Political Contributions | | | 120,872,690 | | | | 203,765,942 | | | | 63,885,172 | | | | 48,349,514 | |
| Shareholder Proposal Regarding a Report on Global Warming Science | | | 11,083,048 | | | | 311,133,916 | | | | 66,306,840 | | | | 48,349,514 | |
| Shareholder Proposal Regarding a Report on Pay Disparity | | | 20,045,333 | | | | 345,282,295 | | | | 23,196,176 | | | | 48,349,514 | |
| Shareholder Proposal Regarding Executive Compensation and Long-Term Performance | | | 94,303,986 | | | | 286,697,490 | | | | 7,522,328 | | | | 48,349,514 | |
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An Amended and Restated Certificate of Incorporation reflecting the changes approved by shareholders was filed with the Secretary of State of the State of Delaware, and became effective, on May 7, 2010. Corresponding amendments to Group Inc.’s by-laws became effective concurrently with the effectiveness of the Amended and Restated Certificate of Incorporation. Copies of the Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws are attached as Exhibits 3.1 and 3.2, respectively, to this Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are being filed as part of this Report on Form 8-K:
| | 3.1 | | Amended and Restated Certificate of Incorporation of The Goldman Sachs Group, Inc., amended as of May 7, 2010. |
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| | 3.2 | | Amended and Restated By-Laws of The Goldman Sachs Group, Inc., amended as of May 7, 2010. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | THE GOLDMAN SACHS GROUP, INC. | |
| | (Registrant)
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| Date: May 10, 2010 | By: | /s/ Gregory K. Palm | |
| | | Name: | Gregory K. Palm | |
| | | Title: | Executive Vice President and General Counsel | |
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