Goldman Sachs Group Inc 8-K, filed Apr 30, 2021
Goldman Sachs Group Inc (GS)
About this 8-K
Goldman Sachs Group Inc filed this 8-K on April 30, 2021, reporting on events of April 29, 2021.
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
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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 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 |
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| 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) |
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| Date: April 30, 2021 | By: | /s/ Kathryn H. Ruemmler |
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| Name: Kathryn H. Ruemmler Title: Executive Vice President, Chief Legal Officer and General Counsel |
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