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):
April 29, 2021
The Goldman Sachs Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | No. 001-14965 | 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) | |||
(212) 902-1000
(Registrant’s telephone number, including area code)
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:
Title of each class | Trading | 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 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) At the Annual Meeting of Shareholders of The Goldman Sachs Group, Inc. held on April 29, 2021 (the “Annual Meeting”), our shareholders approved The Goldman Sachs Amended and Restated Stock Incentive Plan (2021) (the “2021 SIP”). The 2021 SIP replaces the Amended and Restated Stock Incentive Plan previously in effect, and applies to awards granted on or after April 29, 2021.
The terms of the 2021 SIP are unchanged from those previously approved by shareholders, other than: (1) an extension of the term of our equity plan through our 2025 annual meeting of shareholders (i.e., an additional three years); (2) an increase of 20 million in the number of shares authorized for issuance under the equity plan; and (3) inclusion of a fixed amount of annual compensation for each non-employee director. For a description of the terms and conditions of the 2021 SIP, see “Summary of Material Terms of the 2021 SIP” under “Item 3. Approval of The Goldman Sachs Amended and Restated Stock Incentive Plan (2021)” in the Proxy Statement, dated and filed March 19, 2021, for the Annual Meeting, which description is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) The Annual Meeting was held on April 29, 2021.
(b) The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows:
1. Election of Directors: Our shareholders elected the following 12 directors. Directors who are currently members of our Board will serve a one-year term expiring on the date of our 2022 annual meeting of shareholders or until his or her successor has been duly chosen and qualified; Jessica R. Uhl will serve a term beginning on July 1, 2021 and expiring at our 2022 annual meeting or until her successor has been duly chosen and qualified.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
M. Michele Burns | 246,336,447 | 7,628,274 | 248,598 | 38,496,092 | ||||||||||||
Drew G. Faust | 251,843,636 | 2,107,290 | 262,393 | 38,496,092 | ||||||||||||
Mark A. Flaherty | 251,649,630 | 2,292,735 | 270,954 | 38,496,092 | ||||||||||||
Ellen J. Kullman | 249,945,246 | 3,814,235 | 453,838 | 38,496,092 | ||||||||||||
Lakshmi N. Mittal | 227,200,520 | 26,794,232 | 218,567 | 38,496,092 | ||||||||||||
Adebayo O. Ogunlesi | 245,887,246 | 8,110,033 | 216,040 | 38,496,092 | ||||||||||||
Peter Oppenheimer | 250,883,803 | 3,088,446 | 241,070 | 38,496,092 | ||||||||||||
David M. Solomon | 238,508,256 | 15,144,612 | 560,451 | 38,496,092 | ||||||||||||
Jan E. Tighe | 251,550,071 | 2,411,007 | 252,241 | 38,496,092 | ||||||||||||
Jessica R. Uhl | 252,416,140 | 1,548,220 | 248,959 | 38,496,092 | ||||||||||||
David A. Viniar | 252,745,346 | 1,262,485 | 205,488 | 38,496,092 | ||||||||||||
Mark O. Winkelman | 249,623,009 | 4,355,170 | 235,140 | 38,496,092 | ||||||||||||
2. Advisory Vote to Approve Executive Compensation (“Say on Pay”): Our shareholders approved the Say on Pay proposal.
For | Against | Abstain | Broker Non-Votes | |||
228,707,493 | 15,075,648 | 10,430,178 | 38,496,092 |
3. Approval of the 2021 SIP: Our shareholders approved the 2021 SIP.
For | Against | Abstain | Broker Non-Votes | |||
155,777,211 | 98,084,375 | 351,733 | 38,496,092 |
4. Ratification of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm: Our shareholders ratified the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2021.
For | Against | Abstain | ||
278,972,594 | 13,530,269 | 206,548 |
5. Shareholder Proposal Regarding Shareholder Right to Act by Written Consent. Our shareholders did not approve this proposal.
For | Against | Abstain | Broker Non-Votes | |||
105,347,421 | 141,058,948 | 7,806,950 | 38,496,092 |
6. Shareholder Proposal Regarding a Report on the Effects of the Use of Mandatory Arbitration. Our shareholders did not approve this proposal.
For | Against | Abstain | Broker Non-Votes | |||
124,994,896 | 110,032,659 | 19,185,764 | 38,496,092 |
7. Shareholder Proposal Regarding Conversion to a Public Benefit Corporation. Our shareholders did not approve this proposal.
For | Against | Abstain | Broker Non-Votes | |||
5,783,674 | 239,149,346 | 9,280,299 | 38,496,092 |
8. Shareholder Proposal Regarding a Racial Equity Audit. Our shareholders did not approve this proposal.
For | Against | Abstain | Broker Non-Votes | |||
73,160,703 | 160,259,480 | 20,793,136 | 38,496,092 |
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.
THE GOLDMAN SACHS GROUP, INC. (Registrant) | ||||||||
| Date: April 30, 2021 | By: | /s/ Kathryn H. Ruemmler | ||||||
Name: Kathryn H. Ruemmler Title: Executive Vice President, Chief Legal Officer and General Counsel | ||||||||