8-K
GOLDMAN SACHS GROUP INC Depositary Shares, Each Representing 1/1,000th Interest in a Share of 5.50% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K 5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II NY false 0000886982 0000886982 2022-10-26 2022-10-26 0000886982 us-gaap:CommonStockMember 2022-10-26 2022-10-26 0000886982 gs:DepositarySharesEachRepresenting11000thInterestInAShareOfFloatingRateNonCumulativePreferredStockSeriesA3Member 2022-10-26 2022-10-26 0000886982 gs:DepositarySharesEachRepresenting11000thInterestInAShareOfFloatingRateNonCumulativePreferredStockSeriesC1Member 2022-10-26 2022-10-26 0000886982 gs:DepositarySharesEachRepresenting11000thInterestInAShareOfFloatingRateNonCumulativePreferredStockSeriesD2Member 2022-10-26 2022-10-26 0000886982 gs:DepositarySharesEachRepresenting11000thInterestInAShareOf5.50FixedToFloatingRateNonCumulativePreferredStockSeriesJ5Member 2022-10-26 2022-10-26 0000886982 gs:DepositarySharesEachRepresenting11000thInterestInAShareOf6.375FixedToFloatingRateNonCumulativePreferredStockSeriesK4Member 2022-10-26 2022-10-26 0000886982 gs:M5.793FixedToFloatingRateNormalAutomaticPreferredEnhancedCapitalSecuritiesOfGoldmanSachsCapitalIiMember 2022-10-26 2022-10-26 0000886982 gs:FloatingRateNormalAutomaticPreferredEnhancedCapitalSecuritiesOfGoldmanSachsCapitalIiiMember 2022-10-26 2022-10-26 0000886982 gs:SeriesFMediumTermNotesCallableFixedAndFloatingRateNotesDueMarch2031OfGsFinanceCorpMember 2022-10-26 2022-10-26 0000886982 gs:SeriesFMediumTermNotesCallableFixedAndFloatingRateNotesDueMay2031OfGsFinanceCorpMember 2022-10-26 2022-10-26

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): October 26, 2022

The Goldman Sachs Group, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-14965

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)    Effective October 26, 2022, The Goldman Sachs Group, Inc. (the Registrant) appointed Kevin R. Johnson as an independent member of the Registrant’s Board of Directors. Mr. Johnson has also been appointed to each of the Registrant’s Corporate Governance and Nominating, Compensation and Risk Committees.

A copy of the Registrant’s press release relating to this director appointment is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished as part of this Current Report on Form 8-K:

 

99.1    Press release of the Registrant, dated October 27, 2022.

The following exhibits are filed as part of this Current Report on Form 8-K:

 

101    Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language).
104    Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).

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: October 28, 2022   By:  

/s/ Kathryn H. Ruemmler

    Name:  Kathryn H. Ruemmler
    Title:    Chief Legal Officer and General Counsel

Exhibit 99.1

The Goldman Sachs Group, Inc. | 200 West Street | New York, New York 10282

KEVIN JOHNSON JOINS GOLDMAN SACHS BOARD OF DIRECTORS

NEW YORK, October 27, 2022 — The Board of Directors of The Goldman Sachs Group, Inc. (NYSE: GS) today announced the appointment of Kevin R. Johnson as an independent director of the firm, effective October 26, 2022. Mr. Johnson will also become a member of each of the firm’s Governance, Compensation and Risk Committees.

Mr. Johnson retired in April 2022 as the President and Chief Executive Officer of Starbucks Corporation, a role he had held since April 2017. Previously, he served as President and Chief Operating Officer of Starbucks from March 2015 after serving as an independent director on Starbucks’ board of directors since 2009. From September 2008 to January 2014, Mr. Johnson served as Chief Executive Officer of Juniper Networks, Inc. and served in a variety of roles of increasing seniority at Microsoft Corporation, including as President, Platforms and Services from 2005 to September 2008, having joined Microsoft in 1992.

“We are excited to announce the addition of Kevin to our Board. Kevin will bring his CEO perspective, informed by experiences across a breadth of topics, including building, managing and sustaining a highly visible and global brand, international business and growth markets, and technology. Kevin’s addition adds to the strength and depth of our Board, and we look forward to benefiting from Kevin’s insights,” said David M. Solomon, Chairman and Chief Executive Officer of Goldman Sachs.

“We look forward to benefitting from Kevin’s advice across a wide range of topics. Adding to the breadth and depth of skills and experiences represented on our Board, including consumer leadership, technology and international business, Kevin will be able to draw upon his many years as a public company CEO and a public company director to provide seasoned judgment to our Board,” said Adebayo O. Ogunlesi, Lead Director.

###

The Goldman Sachs Group, Inc. is a leading global financial institution that delivers a broad range of financial services across investment banking, securities, investment management and consumer banking to a large and diversified client base that includes corporations, financial institutions, governments and individuals. Founded in 1869, the firm is headquartered in New York and maintains offices in all major financial centers around the world.

 

 

Media Contact: Andrea Williams      Investor Contact: Carey Halio
Tel: 212-902-5400      Tel: 212-902-0300