8-KLeadership ChangesShareholder Matters

GOLDMAN SACHS GROUP INC 8-K Report, Executive Changes (Apr 30, 2021)

Filed April 30, 2021For Securities:GSGS-PAGS-PCGS-PDGSCE

Summary

This 8-K filing from Goldman Sachs Group, Inc. (GS) reports on key outcomes from their Annual Meeting of Shareholders held on April 29, 2021. The most significant event for investors is the shareholder approval of the Amended and Restated Stock Incentive Plan (2021) (2021 SIP). This updated plan extends the equity plan's term, increases the authorized shares by 20 million, and includes a fixed amount of annual compensation for non-employee directors. Additionally, the filing details the results of various shareholder votes. All incumbent directors were elected for one-year terms, and the company's "Say on Pay" proposal, which addresses executive compensation, was also approved by shareholders. The ratification of PricewaterhouseCoopers LLP as the independent auditor for the upcoming fiscal year was also confirmed. Several shareholder proposals, including those related to written consent, mandatory arbitration, public benefit corporation conversion, and racial equity audits, did not receive majority approval.

Key Highlights

  • 1Shareholders approved the Amended and Restated Stock Incentive Plan (2021) (2021 SIP), extending its term through the 2025 annual meeting and increasing authorized shares by 20 million.
  • 2The 2021 SIP now includes a fixed amount of annual compensation for non-employee directors.
  • 3All incumbent directors were elected for one-year terms expiring at the 2022 annual meeting.
  • 4The "Say on Pay" proposal, an advisory vote on executive compensation, was approved by shareholders.
  • 5PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2021.
  • 6Multiple shareholder proposals, including those on written consent, mandatory arbitration, public benefit corporation conversion, and racial equity audits, failed to gain shareholder approval.

Frequently Asked Questions

The 2021 SIP extends the equity plan's duration through the 2025 annual meeting of shareholders, increases the number of authorized shares available for issuance by 20 million, and formally includes a fixed amount of annual compensation for non-employee directors. The core terms remain consistent with the previously approved plan.

Yes, the advisory vote to approve executive compensation, commonly known as "Say on Pay," was approved by shareholders at the Annual Meeting.

Shareholder proposals regarding the right to act by written consent, a report on the effects of mandatory arbitration, conversion to a public benefit corporation, and a racial equity audit all failed to receive majority shareholder approval.

PricewaterhouseCoopers LLP was ratified by shareholders as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021.