UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
Date of Report (Date of earliest event reported): |
(Exact name of registrant as specified in its charter)
No. |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
(Address of principal executive offices) | (Zip Code) |
(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 | ||
Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notes due 2031 of GS Finance Corp.
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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 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) The Annual Meeting was held on April 28, 2022.
(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 13 directors to each serve a one-year term expiring on the date of our 2023 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 |
238,023,425 | 9,816,021 | 894,045 | 39,250,904 | ||||||||||||
Drew Faust |
242,636,081 | 5,214,379 | 883,031 | 39,250,904 | ||||||||||||
Mark Flaherty |
246,262,300 | 1,570,798 | 900,393 | 39,250,904 | ||||||||||||
Kimberley Harris |
245,487,795 | 2,204,350 | 1,041,346 | 39,250,904 | ||||||||||||
Ellen Kullman |
234,502,135 | 13,182,980 | 1,048,376 | 39,250,904 | ||||||||||||
Lakshmi Mittal |
221,705,630 | 26,405,341 | 622,520 | 39,250,904 | ||||||||||||
Adebayo Ogunlesi |
243,782,731 | 4,036,828 | 913,932 | 39,250,904 | ||||||||||||
Peter Oppenheimer |
245,516,811 | 2,353,647 | 863,033 | 39,250,904 | ||||||||||||
David Solomon |
238,459,249 | 9,763,880 | 510,362 | 39,250,904 | ||||||||||||
Jan Tighe |
244,741,549 | 3,147,751 | 844,191 | 39,250,904 | ||||||||||||
Jessica Uhl |
246,006,765 | 1,698,248 | 1,028,478 | 39,250,904 | ||||||||||||
David Viniar |
247,178,662 | 993,948 | 560,881 | 39,250,904 | ||||||||||||
Mark Winkelman |
236,154,951 | 11,884,636 | 693,904 | 39,250,904 |
2. Advisory Vote to Approve Executive Compensation (“Say on Pay”): Our shareholders approved the Say on Pay proposal.
For |
Against |
Abstain |
Broker Non-Votes | |||
202,874,005 |
45,278,198 |
581,288 | 39,250,904 |
3. 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, 2022.
For |
Against |
Abstain | ||
274,601,746 |
13,068,088 | 314,561 |
4. Shareholder Proposal Regarding Charitable Giving Reporting. Our shareholders did not approve this proposal.
For |
Against |
Abstain |
Broker Non-Votes | |||
7,719,554 |
239,310,277 | 1,703,660 | 39,250,904 |
5. Shareholder Proposal Regarding a Policy for an Independent Chair. Our shareholders did not approve this proposal.
For |
Against |
Abstain |
Broker Non-Votes | |||
38,556,510 |
201,226,635 | 8,950,346 | 39,250,904 |
6. Shareholder Proposal Regarding a Policy to Ensure Lending and Underwriting do not Contribute to New Fossil Fuel Development. Our shareholders did not approve this proposal.
For |
Against |
Abstain |
Broker Non-Votes | |||
27,837,872 |
217,687,536 | 3,208,083 | 39,250,904 |
7. Shareholder Proposal Regarding Special Shareholder Meeting Thresholds. Our shareholders did not approve this proposal.
For |
Against |
Abstain |
Broker Non-Votes | |||
97,708,965 |
150,261,063 | 763,463 | 39,250,904 |
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 29, 2022 | By: | /s/ Kathryn H. Ruemmler | ||||
Name: Kathryn H. Ruemmler | ||||||
Title: Chief Legal Officer and General Counsel |