8-KShareholder Matters

GOLDMAN SACHS GROUP INC 8-K Report, Shareholder Vote Results (May 20, 2016)

Filed May 20, 2016For Securities:GSGS-PAGS-PCGS-PDGSCE

Summary

This 8-K filing from The Goldman Sachs Group, Inc. (GS) details the results of its Annual Meeting of Shareholders held on May 20, 2016. Key outcomes include the election of all 13 director nominees for a one-year term, a shareholder approval of the executive compensation plan ('Say on Pay'), and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2016. The filing also reports on the outcome of several shareholder proposals. Investors will find the strong support for director nominees and executive compensation reassuring, indicating alignment between management and shareholders on key governance matters. The rejection of several shareholder proposals, including those related to equity awards upon government service, vote counting standards, and independent board chair, suggests that the board's current governance structure and policies are favored by the majority of shareholders.

Key Highlights

  • 1All 13 director nominees were elected to serve a one-year term expiring in 2017.
  • 2Shareholders approved the 'Say on Pay' advisory vote on executive compensation.
  • 3PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2016.
  • 4A shareholder proposal to prohibit equity award vesting upon entering government service was not approved.
  • 5Shareholder proposals concerning changes to vote counting standards and requiring an independent board chairman also failed to gain majority support.
  • 6A substantial number of broker non-votes were recorded across various proposals, suggesting a portion of shares were not voted by intermediaries.

Frequently Asked Questions

The main outcomes were the election of all director nominees, shareholder approval of the executive compensation plan (Say on Pay), and the ratification of the independent auditor. Several shareholder proposals were also voted on, with the majority not being approved.

Shareholders overwhelmingly elected all 13 director nominees. For example, Lloyd C. Blankfein received over 309 million votes 'For' his election, with significantly fewer votes 'Against' or 'Abstain'.

The advisory vote to approve executive compensation ('Say on Pay') was approved by shareholders, with approximately 214.4 million votes 'For' and about 106.8 million votes 'Against'.

No, all shareholder proposals presented at the meeting, including those related to equity awards upon government service, vote counting standards, and independent board chairman, did not receive majority shareholder approval.