SEC Form 8-K filed by Goldman Sachs Group Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 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): April 23, 2025

Commission File Number: 001-14965

The Goldman Sachs Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		13-4019460
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
200 West Street, New York, N.Y.		10282
(Address of principal executive offices)		(Zip Code)

(212) 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:

 

☐	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
Common stock, par value $.01 per share		GS		NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series A		GS PrA		NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series C		GS PrC		NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series D		GS PrD		NYSE
5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II		GS/43PE		NYSE
Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital III		GS/43PF		NYSE
Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notes due March 2031 of GS Finance Corp.		GS/31B		NYSE
Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notes due May 2031 of GS Finance Corp.		GS/31X		NYSE

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 of 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 5.02  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 23, 2025 (the “Annual Meeting”), our shareholders approved The Goldman Sachs Amended and Restated Stock Incentive Plan (2025) (the “2025 SIP”). The 2025 SIP replaces the Amended and Restated Stock Incentive Plan previously in effect and applies to awards granted on or after April 23, 2025.

The terms of the 2025 SIP are materially unchanged from those previously approved by shareholders, other than: (1) an extension of the term of our equity plan through our 2029 annual meeting of shareholders; and (2) administrative enhancements, including to modernize and harmonize program terms across equity documentation. For a description of the terms and conditions of the 2025 SIP, see “Summary of Material Terms of the 2025 SIP” under “Item 3. Approval of The Goldman Sachs Amended and Restated Stock Incentive Plan (2025)” in the Proxy Statement, dated and filed March 14, 2025, 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 23, 2025.

(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 14 directors to each serve a one-year term expiring on the date of our 2026 annual meeting of shareholders or until his or her successor has been duly chosen and qualified.

 

		For				Against				Abstain				Broker Non-Votes
Michele Burns			221,930,459				8,802,048				643,063				35,467,368
Mark Flaherty			227,119,377				3,746,887				509,306				35,467,368
Kimberley Harris			220,123,203				10,600,292				652,075				35,467,368
John Hess			217,696,703				13,126,936				551,931				35,467,368
Kevin Johnson			225,951,054				4,902,596				521,920				35,467,368
Ellen Kullman			224,634,438				6,104,989				636,143				35,467,368
KC McClure			229,519,867				1,301,175				554,528				35,467,368
Lakshmi Mittal			213,558,153				17,187,333				630,084				35,467,368
Thomas Montag			228,489,449				2,636,441				249,680				35,467,368
Peter Oppenheimer			222,401,421				8,492,682				481,467				35,467,368
David Solomon			216,264,449				13,693,529				1,417,592				35,467,368
Jan Tighe			228,703,055				2,017,135				655,380				35,467,368
David Viniar			218,964,468				12,163,881				247,221				35,467,368
John Waldron			227,535,382				3,339,475				500,713				35,467,368

2.  Advisory Vote to Approve Executive Compensation (“Say on Pay”): Our shareholders approved the advisory Say on Pay proposal.

 

For		Against		Abstain		Broker Non-Votes
152,718,642		77,964,224		692,704		35,467,368

3.   Approval of the 2025 SIP: Our shareholders approved the 2025 SIP.

 

For		Against		Abstain		Broker Non-Votes
157,573,350		73,179,846		622,374		35,467,368

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, 2025.

 

For		Against		Abstain
250,580,891		15,774,110		487,937

5.   Shareholder Proposal Regarding DEI Goals in Executive Pay Incentives. Our shareholders did not approve this proposal.

 

For		Against		Abstain		Broker Non-Votes
3,800,556		226,632,545		942,469		35,467,368

6.   Shareholder Proposal Regarding Racial Discrimination Audit. Our shareholders did not approve this proposal.

 

For		Against		Abstain		Broker Non-Votes
4,102,901		225,168,622		2,104,047		35,467,368

7.   Shareholder Proposal Regarding Disclosure of Energy Supply Financing Ratio. Our shareholders did not approve this proposal.

 

For		Against		Abstain		Broker Non-Votes
34,955,259		194,171,961		2,248,350		35,467,368

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 24, 2025				By		/s/ Kathryn H. Ruemmler
						Name: Kathryn H. Ruemmler
						Title:   Chief Legal Officer and General Counsel