SEC Info - Goldman Sachs Group Inc. - ‘8-K’ for 4/29/21

i GOLDMAN SACHS GROUP INC i Depositary Shares, Each Representing 1/1,000th Interest in a Share of 5.50% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J i Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K i 5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II i NY i false i 0000886982 0000886982 2021-04-29 2021-04-29 0000886982 us-gaap:CommonStockMember 2021-04-29 2021-04-29 0000886982 us-gaap:SeriesAPreferredStockMember 2021-04-29 2021-04-29 0000886982 us-gaap:SeriesCPreferredStockMember 2021-04-29 2021-04-29 0000886982 us-gaap:SeriesDPreferredStockMember 2021-04-29 2021-04-29 0000886982 gs:DepositarySharesEachRepresenting11000thInterestInAShareOf5.50FixedToFloatingRateNonCumulativePreferredStockSeriesJMember 2021-04-29 2021-04-29 0000886982 gs:DepositarySharesEachRepresenting11000thInterestInAShareOf6.375FixedToFloatingRateNonCumulativePreferredStockSeriesKMember 2021-04-29 2021-04-29 0000886982 us-gaap:CumulativePreferredStockMember 2021-04-29 2021-04-29 0000886982 gs:M5.793FixedToFloatingRateNormalAutomaticPreferredEnhancedCapitalSecuritiesOfGoldmanSachsCapitalIiMember 2021-04-29 2021-04-29 0000886982 gs:FloatingRateNormalAutomaticPreferredEnhancedCapitalSecuritiesOfGoldmanSachsCapitalIiiMember 2021-04-29 2021-04-29 0000886982 us-gaap:MediumTermNotesMember 2021-04-29 2021-04-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM i 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

i April 29, 2021

The Goldman Sachs Group, Inc.

(Exact name of registrant as specified in its charter)

i Delaware

No. i 001-14965

i 13-4019460

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


i 200 West Street i New York, N.Y.				i 10282
(Address of principal executive offices)				(Zip Code)

i (212) i 902-1000

(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:

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐	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
i Common stock, par value $.01 per share	i GS	i NYSE

i Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series A	i GS PrA	i NYSE

i Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series C	i GS PrC	i NYSE

i Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series D	i GS PrD	i NYSE

Depositary Shares, Each Representing 1/1,000th Interest in a Share of 5.50% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J	i GS PrJ	i NYSE

Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K	i GS PrK	i NYSE

i Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.30% Non-Cumulative Preferred Stock, Series N	i GS PrN	i NYSE

5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II	i GS/43PE	i NYSE

i Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital III	i GS/43PF	i NYSE

i Medium-Term Notes, Series E, Index-Linked Notes due 2028 of GS Finance Corp.	i FRLG	i NYSE Arca

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 i ☐

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 5.02

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
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


	THE GOLDMAN SACHS GROUP, INC. (Registrant)

Date: April 30, 2021	By:	/s/ *Kathryn H. Ruemmler*
		Name: Kathryn H. Ruemmler Title: Executive Vice President, Chief Legal Officer and General Counsel

This ‘8-K’ Filing	Date	Other Filings

	12/31/21	10-K, 11-K, 13F-HR, 13F-HR/A
	7/1/21	3, 424B2, FWP
Filed on:	4/30/21	4, 424B2, FWP
For Period end:	4/29/21	25-NSE, 4, 424B2, 8-K, DEF 14A, FWP
	3/19/21	424B2, CORRESP, DEF 14A, DEFA14A, FWP
		List all Filings

Goldman Sachs Group Inc. – ‘8-K’ for 4/29/21

On: Friday, 4/30/21, at 4:13pm ET · For: 4/29/21 · Accession #: 1193125-21-145092 · File #: 1-14965

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