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 26, 2023
Commission File Number: 001-14965
The Goldman Sachs Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 13-4019460 | |
(State or other jurisdiction of incorporation or organization) | (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 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 | ||
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 F, Callable Fixed and Floating Rate Notes due March 2031 of GS Finance Corp. | GS/31B | NYSE | ||
Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notes due May 2031 of GS Finance Corp. | GS/31X | NYSE |
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 of 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 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) The Annual Meeting was held on April 26, 2023.
(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 to each serve a one-year term expiring on the date of our 2024 annual meeting of shareholders or until his or her successor has been duly chosen and qualified.
For | Against | Abstain | Broker Non-Votes | |||||
Michele Burns | 238,151,219 | 7,772,619 | 491,042 | 39,095,344 | ||||
Mark Flaherty | 244,274,601 | 1,654,131 | 486,148 | 39,095,344 | ||||
Kimberley Harris | 238,994,847 | 6,795,303 | 624,730 | 39,095,344 | ||||
Kevin Johnson | 243,530,474 | 2,270,022 | 614,384 | 39,095,344 | ||||
Ellen Kullman | 241,341,714 | 4,580,089 | 493,077 | 39,095,344 | ||||
Lakshmi Mittal | 217,616,685 | 28,304,833 | 493,362 | 39,095,344 | ||||
Adebayo Ogunlesi | 240,944,485 | 4,985,081 | 485,314 | 39,095,344 | ||||
Peter Oppenheimer | 243,241,110 | 2,690,785 | 482,985 | 39,095,344 | ||||
David Solomon | 235,238,500 | 10,606,219 | 570,161 | 39,095,344 | ||||
Jan Tighe | 244,003,470 | 1,911,325 | 500,085 | 39,095,344 | ||||
Jessica Uhl | 244,326,085 | 1,455,320 | 633,475 | 39,095,344 | ||||
David Viniar | 243,730,093 | 2,231,174 | 453,613 | 39,095,344 |
2. Advisory Vote to Approve Executive Compensation (“Say on Pay”): Our shareholders approved the Say on Pay proposal.
For | Against | Abstain | Broker Non-Votes | |||
230,857,589 | 14,771,506 | 785,785 | 39,095,344 |
3. Advisory Vote on the Frequency of Say on Pay Votes: Our shareholders approved “annual” as the frequency of Say on Pay votes.
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
242,019,058 | 350,254 | 3,540,924 | 504,644 | 39,095,344 |
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, 2023.
For | Against | Abstain | ||
272,683,185 | 12,497,054 | 329,985 |
5. Shareholder Proposal Regarding a Report on Lobbying. Our shareholders did not approve this proposal.
For | Against | Abstain | Broker Non-Votes | |||
87,041,380 | 157,567,826 | 1,805,674 | 39,095,344 |
6. Shareholder Proposal Regarding a Policy for an Independent Chair. Our shareholders did not approve this proposal.
For | Against | Abstain | Broker Non-Votes | |||
39,918,975 | 203,965,590 | 2,530,315 | 39,095,344 |
7. Shareholder Proposal Regarding Chinese Congruency of Certain ETFs. Our shareholders did not approve this proposal.
For | Against | Abstain | Broker Non-Votes | |||
6,014,791 | 236,982,889 | 3,417,200 | 39,095,344 |
8. Shareholder Proposal Regarding a Racial Equity Audit. Our shareholders did not approve this proposal.
For | Against | Abstain | Broker Non-Votes | |||
28,279,693 | 215,031,454 | 3,103,733 | 39,095,344 |
9. Shareholder Proposal Regarding a Policy to Phase Out Fossil Fuel-Related Lending & Underwriting Activities. Our shareholders did not approve this proposal.
For | Against | Abstain | Broker Non-Votes | |||
16,798,306 | 226,479,195 | 3,137,379 | 39,095,344 |
10. Shareholder Proposal Regarding Disclosure of 2030 Absolute Greenhouse Gas Reduction Goals. Our shareholders did not approve this proposal.
For | Against | Abstain | Broker Non-Votes | |||
30,766,595 | 213,774,989 | 1,873,296 | 39,095,344 |
11. Shareholder Proposal Regarding Climate Transition Report. Our shareholders did not approve this proposal.
For | Against | Abstain | Broker Non-Votes | |||
73,253,406 | 171,362,401 | 1,799,073 | 39,095,344 |
12. Shareholder Proposal Regarding Reporting on Pay Equity. Our shareholders did not approve this proposal.
For | Against | Abstain | Broker Non-Votes | |||
74,159,775 | 161,863,746 | 10,391,359 | 39,095,344 |
(d) In light of the results of the advisory vote on the frequency of Say on Pay votes, our Board determined that we will continue to hold an advisory Say on Pay vote annually. Our Board will reevaluate this determination after the next shareholder advisory vote on the frequency of Say on Pay votes.
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 27, 2023 | By: | /s/ Kathryn H. Ruemmler | ||||||
Name: | Kathryn H. Ruemmler | |||||||
Title: | Chief Legal Officer and General Counsel |