Goldman Sachs Group Inc 8-K, filed Apr 24, 2025
Goldman Sachs Group Inc (GS)
About this 8-K
Goldman Sachs Group Inc filed this 8-K on April 24, 2025, reporting on events of April 23, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
| CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
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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 23, 2025 (the “Annual Meeting”), our shareholders approved The Goldman Sachs Amended and Restated Stock Incentive Plan (2025) (the “2025 SIP”). The 2025 SIP replaces the Amended and Restated Stock Incentive Plan previously in effect and applies to awards granted on or after April 23, 2025.
The terms of the 2025 SIP are materially unchanged from those previously approved by shareholders, other than: (1) an extension of the term of our equity plan through our 2029 annual meeting of shareholders; and (2) administrative enhancements, including to modernize and harmonize program terms across equity documentation. For a description of the terms and conditions of the 2025 SIP, see “Summary of Material Terms of the 2025 SIP” under “Item 3. Approval of The Goldman Sachs Amended and Restated Stock Incentive Plan (2025)” in the Proxy Statement, dated and filed March 14, 2025, 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 23, 2025.
(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 14 directors to each serve a one-year term expiring on the date of our 2026 annual meeting of shareholders or until his or her successor has been duly chosen and qualified.
| For | Against | Abstain | Broker Non-Votes |
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| Michele Burns |
221,930,459 | 8,802,048 | 643,063 | 35,467,368 | ||||||||||||
| Mark Flaherty |
227,119,377 | 3,746,887 | 509,306 | 35,467,368 | ||||||||||||
| Kimberley Harris |
220,123,203 | 10,600,292 | 652,075 | 35,467,368 | ||||||||||||
| John Hess |
217,696,703 | 13,126,936 | 551,931 | 35,467,368 | ||||||||||||
| Kevin Johnson |
225,951,054 | 4,902,596 | 521,920 | 35,467,368 | ||||||||||||
| Ellen Kullman |
224,634,438 | 6,104,989 | 636,143 | 35,467,368 | ||||||||||||
| KC McClure |
229,519,867 | 1,301,175 | 554,528 | 35,467,368 | ||||||||||||
| Lakshmi Mittal |
213,558,153 | 17,187,333 | 630,084 | 35,467,368 | ||||||||||||
| Thomas Montag |
228,489,449 | 2,636,441 | 249,680 | 35,467,368 | ||||||||||||
| Peter Oppenheimer |
222,401,421 | 8,492,682 | 481,467 | 35,467,368 | ||||||||||||
| David Solomon |
216,264,449 | 13,693,529 | 1,417,592 | 35,467,368 | ||||||||||||
| Jan Tighe |
228,703,055 | 2,017,135 | 655,380 | 35,467,368 | ||||||||||||
| David Viniar |
218,964,468 | 12,163,881 | 247,221 | 35,467,368 | ||||||||||||
| John Waldron |
227,535,382 | 3,339,475 | 500,713 | 35,467,368 | ||||||||||||
2. Advisory Vote to Approve Executive Compensation (“Say on Pay”): Our shareholders approved the advisory Say on Pay proposal.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 152,718,642 |
77,964,224 | 692,704 | 35,467,368 |
3. Approval of the 2025 SIP: Our shareholders approved the 2025 SIP.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 157,573,350 |
73,179,846 | 622,374 | 35,467,368 |
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, 2025.
| For |
Against |
Abstain | ||
| 250,580,891 |
15,774,110 | 487,937 |
5. Shareholder Proposal Regarding DEI Goals in Executive Pay Incentives. Our shareholders did not approve this proposal.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 3,800,556 |
226,632,545 | 942,469 | 35,467,368 |
6. Shareholder Proposal Regarding Racial Discrimination Audit. Our shareholders did not approve this proposal.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 4,102,901 |
225,168,622 | 2,104,047 | 35,467,368 |
7. Shareholder Proposal Regarding Disclosure of Energy Supply Financing Ratio. Our shareholders did not approve this proposal.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 34,955,259 |
194,171,961 | 2,248,350 | 35,467,368 |
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 24, 2025 | By | /s/ Kathryn H. Ruemmler | ||||
| Name: Kathryn H. Ruemmler | ||||||
| Title: Chief Legal Officer and General Counsel | ||||||