Summary
This 8-K filing from The Goldman Sachs Group, Inc. (GS) reports on amendments made to the company's Amended and Restated By-Laws as of October 23, 2015. The most significant change is the introduction of a new by-law, Section 1.12, which allows for proxy access. This provision enables certain stockholders to nominate director candidates and have them included in the company's proxy materials for annual meetings under specific conditions. For investors, this means a potential shift in the director nomination process. The by-law outlines the requirements for stockholders seeking to use proxy access, including minimum ownership thresholds (3% of outstanding common stock), continuous ownership duration (at least three years), and the number of stockholders that can aggregate their holdings (up to fifteen). It also specifies the number of directors that can be nominated through this process (up to the greater of two individuals or 20% of the Board) and the notice period required. This move by Goldman Sachs aligns with a broader trend of companies adopting proxy access bylaws.
Key Highlights
- 1Goldman Sachs Group, Inc. amended its By-Laws on October 23, 2015.
- 2A new Section 1.12 was added to the By-Laws, establishing a proxy access provision.
- 3The proxy access provision allows eligible stockholders to nominate directors for inclusion in company proxy materials.
- 4To utilize proxy access, a stockholder or a group of up to 15 stockholders must own at least 3% of outstanding common stock continuously for at least three years.
- 5The nominating stockholder(s) and their nominee(s) must meet specific requirements outlined in the By-Laws.
- 6The by-law permits the nomination of directors constituting up to the greater of two individuals or 20% of the Board.
- 7Specific notice periods (150 to 120 days prior to the anniversary of the previous year's proxy material mailing) are mandated for director nominations.