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):
March 12, 2020
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 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
200 West Street, New York, N.Y. | | 10282 |
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol | | Exchange on which registered |
Common stock, par value $.01 per share | | GS | | NYSE |
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series A | | GS PrA | | NYSE |
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series C | | GS PrC | | NYSE |
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series D | | GS PrD | | NYSE |
Depositary Shares, Each Representing 1/1,000th Interest in a Share of 5.50% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J | | GS PrJ | | NYSE |
Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K | | GS PrK | | NYSE |
Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.30% Non-Cumulative Preferred Stock, Series N | | GS PrN | | NYSE |
5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II | | GS/43PE | | NYSE |
Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital III | | GS/43PF | | NYSE |
Medium-Term Notes, Series A, Index-Linked Notes due 2037 of GS Finance Corp. | | GCE | | NYSE Arca |
Medium-Term Notes, Series B, Index-Linked Notes due 2037 | | GSC | | NYSE Arca |
Medium-Term Notes, Series E, Index-Linked Notes due 2028 of GS Finance Corp. | | FRLG | | NYSE Arca |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 12, 2020, the Company filed a Certificate of Elimination to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware eliminating from the Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to its 5.70% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series L (the “Series L Preferred Stock”). All outstanding shares of the Series L Preferred Stock were redeemed on February 24, 2020. A copy of the Certificate of Elimination relating to the Series L Preferred Stock is listed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A Restated Certificate of Incorporation reflecting (i) the filing of the Company’s Certificate of Designations to the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware setting forth the terms of its 4.40% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series S, and (ii) the elimination of its Series L Preferred Stock was filed with the Secretary of State of the State of Delaware on March 12, 2020, and is listed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K:
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: March 16, 2020 | | | | By: | | /s/ Matthew E. Tropp |
| | | | Name: | | Matthew E. Tropp |
| | | | Title: | | Assistant Secretary |
