Goldman Sachs Group Inc. Files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: GSCE · Form: DEF 14A · Filed: Mar 15, 2024 · CIK: 886982

Goldman Sachs Group INC DEF 14A Filing Summary
FieldDetail
CompanyGoldman Sachs Group INC (GSCE)
Form TypeDEF 14A
Filed DateMar 15, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$485 billion, $295 billion, $190 billion, $7.8 billion, $9.5 billion
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Shareholder Vote, SEC Filing, Goldman Sachs

TL;DR

<b>Goldman Sachs Group Inc. has filed its Definitive Proxy Statement for the 2024 Annual Meeting of Shareholders.</b>

AI Summary

GOLDMAN SACHS GROUP INC (GSCE) filed a Proxy Statement (DEF 14A) with the SEC on March 15, 2024. The filing is a Definitive Proxy Statement for The Goldman Sachs Group, Inc.'s 2024 Annual Meeting of Shareholders. The document is filed by the Registrant, The Goldman Sachs Group, Inc. The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934. The company's principal executive offices are located at 200 West Street, New York, NY 10282. The filing fee is marked as 'No fee required'.

Why It Matters

For investors and stakeholders tracking GOLDMAN SACHS GROUP INC, this filing contains several important signals. This filing is a standard procedural document required for public companies to solicit shareholder votes for their annual meetings. It provides shareholders with essential information regarding the meeting, including matters to be voted on, director nominations, and executive compensation details, enabling informed participation.

Risk Assessment

Risk Level: low — GOLDMAN SACHS GROUP INC shows low risk based on this filing. The filing is a routine proxy statement, indicating no immediate material changes or urgent issues requiring a higher risk assessment.

Analyst Insight

Shareholders should review the proxy statement for details on director nominees, executive compensation, and any proposals to be voted on at the 2024 Annual Meeting.

Key Numbers

Key Players & Entities

FAQ

When did GOLDMAN SACHS GROUP INC file this DEF 14A?

GOLDMAN SACHS GROUP INC filed this Proxy Statement (DEF 14A) with the SEC on March 15, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by GOLDMAN SACHS GROUP INC (GSCE).

Where can I read the original DEF 14A filing from GOLDMAN SACHS GROUP INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by GOLDMAN SACHS GROUP INC.

What are the key takeaways from GOLDMAN SACHS GROUP INC's DEF 14A?

GOLDMAN SACHS GROUP INC filed this DEF 14A on March 15, 2024. Key takeaways: The filing is a Definitive Proxy Statement for The Goldman Sachs Group, Inc.'s 2024 Annual Meeting of Shareholders.. The document is filed by the Registrant, The Goldman Sachs Group, Inc.. The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934..

Is GOLDMAN SACHS GROUP INC a risky investment based on this filing?

Based on this DEF 14A, GOLDMAN SACHS GROUP INC presents a relatively low-risk profile. The filing is a routine proxy statement, indicating no immediate material changes or urgent issues requiring a higher risk assessment.

What should investors do after reading GOLDMAN SACHS GROUP INC's DEF 14A?

Shareholders should review the proxy statement for details on director nominees, executive compensation, and any proposals to be voted on at the 2024 Annual Meeting. The overall sentiment from this filing is neutral.

How does GOLDMAN SACHS GROUP INC compare to its industry peers?

Goldman Sachs Group, Inc. is a leading global financial institution providing investment banking, securities, investment management, and consumer banking services.

Are there regulatory concerns for GOLDMAN SACHS GROUP INC?

The filing is made under the Securities Exchange Act of 1934, specifically Section 14(a), which governs the solicitation of proxies.

Industry Context

Goldman Sachs Group, Inc. is a leading global financial institution providing investment banking, securities, investment management, and consumer banking services.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Section 14(a), which governs the solicitation of proxies.

What Investors Should Do

  1. Review the full proxy statement for details on director nominees and voting matters.
  2. Examine executive compensation disclosures and any related proposals.
  3. Note the filing date and the scheduled date for the annual meeting of shareholders.

Key Dates

Year-Over-Year Comparison

This is the initial filing of the Definitive Proxy Statement for the 2024 Annual Meeting.

Filing Stats: 4,501 words · 18 min read · ~15 pages · Grade level 16 · Accepted 2024-03-15 10:51:27

Key Financial Figures

Filing Documents

An advisory vote to approve executive compensation (Say on Pay)

Item 2. An advisory vote to approve executive compensation (Say on Pay)

Ratification of the appointment of PwC as our independent registered public accounting firm for 2024

Item 3. Ratification of the appointment of PwC as our independent registered public accounting firm for 2024 Items 4-12. Consideration of certain shareholder proposals, if properly presented by each shareholder proponent Transaction of such other business as may properly come before our 2024 Annual Meeting of Shareholders Time 8:30 a.m., Salt Lake City time Date Wednesday, April 24, 2024 Place Goldman Sachs office located at: 222 South Main Street 14th Floor Salt Lake City, Utah 84101 For more information, see Frequently Asked Questions Record Date The close of business on the record date — February 26, 2024 — is when it was determined which of our shareholders are entitled to vote at our 2024 Annual Meeting of Shareholders, or any adjournments or postponements thereof Your vote is important to us. Please exercise your shareholder right to vote. By Order of the Board of Directors, Jamie Greenberg Assistant Secretary March 15, 2024 Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on April 24, 2024. Our Proxy Statement, 2023 Annual Report to Shareholders and other materials are available on our website at www.gs.com/proxymaterials . By March 15, 2024, we will have sent to certain of our shareholders a Notice of Internet Availability of Proxy Materials (Notice). The Notice includes instructions on how to access our Proxy Statement and 2023 Annual Report to Shareholders and how to vote online. Shareholders who do not receive the Notice will continue to receive either a paper or an electronic copy of our proxy materials, which will be sent on or about March 19, 2024. For more information, see Frequently Asked Questions . Proxy Statement for the 2024 Annual Meeting of Shareholders|Goldman Sachs Table of Contents TABLE OF CONTENTS Table of Contents Letter from our Chairman and CEO ii Letter from our Lead Director iii Executive Summary 1 2024 Annual Meeting Information 1 M

Election of Directors

Item 1. Election of Directors 9 Our Directors 9 Independence of Directors 17 Structure of our Board and Governance Practices 18 Our Board Committees 18 Board and Committee Evaluations 20 Board Leadership Structure 21 Year-Round Review of Board Composition & Board Leadership Succession Planning 23 Director Education 24 Commitment of our Board 24 Board Oversight of our Firm 26 Key Areas of Board Oversight 26 Stakeholder Engagement 31 Spotlight on Sustainability 32 Compensation Matters 35 Compensation Discussion and Analysis 35 2023 Annual NEO Compensation Determinations 35 How our Compensation Committee Makes Decisions 36 Overview of Annual Compensation Elements and Key Pay Practices 42 2023 Annual Compensation 43 Equity-Based Annual Variable Compensation: PSUs 50 Equity-Based Long-Term Incentive: Shareholder Value Creation Awards 51 Other Compensation Policies and Practices 52 GS Gives 55

Executive Compensation

Executive Compensation 56 2023 Summary Compensation Table 56 2023 Grants of Plan-Based Awards 58 2023 Outstanding Equity Awards at Fiscal Year-End 58 2023 Stock Vested 59 2023 Pension Benefits 60 2023 Non-Qualified Deferred Compensation 60 Potential Payments upon Termination or Change in Control 61 Compensation Committee Report 65

An Advisory Vote to Approve Executive Compensation (Say on Pay)

Item 2. An Advisory Vote to Approve Executive Compensation (Say on Pay) 65 2023 Say on Pay Vote 66 Pay Ratio Disclosure 66 Pay Versus Performance Disclosure 67 Director Compensation Program 70 Audit Matters 73

Ratification of PwC as our Independent Registered Public Accounting Firm for 2024

Item 3. Ratification of PwC as our Independent Registered Public Accounting Firm for 2024 73 Assessment of Independent Registered Public Accounting Firm 73 Fees Paid to Independent Registered Public Accounting Firm 74 Report of our Audit Committee 75 Items 4-12. Shareholder Proposals 76 Certain Relationships and Related Transactions 97 Beneficial Ownership 100 Additional Information 103 Frequently Asked Questions 105 Annex A: Calculation of Non-GAAP Measures and Other Information A-1 Annex B: Additional Details on Director Independence B-1 Directions to our 2024 Annual Meeting of Shareholders C-1 This Proxy Statement includes forward-looking statements. These statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. Forward-looking statements include, without limitation, statements about our businesses, such as trends in or growth opportunities for such businesses, expense savings initiatives, interest expense savings, funding strategies and durability of earnings as well as the effectiveness of our management of our human capital, including our aspirational diversity goals, and may relate to, among other things, our future plans and results, including the narrowing of our consumer business and our target ROE, ROTE, efficiency ratio and CET1 ratio, and how they can be achieved, and goals relating to our sustainability initiatives, among other things. It is possible that the firm's actual results and financial condition may differ, possibly materially, from the anticipated results, financial condition and incremental revenues and savings, funding strategies or increased durability in earnings, among other things, indicated in these forward-looking statements. Statements about Goldman Sachs' businesses, savings and other initiatives are subject to the risk that our businesses may be unable to ge

An Advisory Vote to Approve Executive Compensation (Say on Pay)

Item 2. An Advisory Vote to Approve Executive Compensation (Say on Pay) FOR

Ratification of PwC as our Independent Registered Public Accounting Firm for 2024

Item 3. Ratification of PwC as our Independent Registered Public Accounting Firm for 2024 FOR Shareholder Proposals

Shareholder Proposal Regarding a Policy for an Independent Chair

Item 4. Shareholder Proposal Regarding a Policy for an Independent Chair Requests that the Board adopt a policy to require that the chair of the Board be an independent director AGAINST

Shareholder Proposal Regarding a Transparency in Lobbying Report

Item 5. Shareholder Proposal Regarding a Transparency in Lobbying Report Requests annual report disclosing various policies, procedures and expenditures relating to lobbying AGAINST

Shareholder Proposal Regarding Outcome Report on Efforts Regarding Protected Classes of Employees

Item 6. Shareholder Proposal Regarding Outcome Report on Efforts Regarding Protected Classes of Employees Requests annual report on the effectiveness and outcomes of efforts to prevent harassment and discrimination AGAINST

Shareholder Proposal Regarding Environmental Justice Impact Assessment

Item 7. Shareholder Proposal Regarding Environmental Justice Impact Assessment Requests an assessment and report on environmental justice impacts of energy and power sector financing and

underwriting

underwriting AGAINST

Shareholder Proposal Regarding Disclosure of Clean Energy Supply Financing Ratio

Item 8. Shareholder Proposal Regarding Disclosure of Clean Energy Supply Financing Ratio Requests annual disclosure of "Clean Energy Supply Financing Ratio" AGAINST

Shareholder Proposal Regarding a GSAM Proxy Voting Review

Item 9. Shareholder Proposal Regarding a GSAM Proxy Voting Review Requests a review of Goldman Sachs Asset Management's 2023 voting record and policies regarding diversity and climate change AGAINST

Shareholder Proposal Regarding a Report on Financial Statement Assumptions Regarding Climate Change

Item 10. Shareholder Proposal Regarding a Report on Financial Statement Assumptions Regarding Climate Change Requests an audited report assessing how the findings of the Energy Policy Research Foundation impact financial AGAINST

Shareholder Proposal Regarding Pay Equity Reporting

Item 11. Shareholder Proposal Regarding Pay Equity Reporting Requests annual report on unadjusted and adjusted pay gaps across race and gender AGAINST

Shareholder Proposal Regarding Director Election Resignation Bylaw

Item 12. Shareholder Proposal Regarding Director Election Resignation Bylaw Requests Board adoption of a director election resignation bylaw AGAINST Proxy Statement for the 2024 Annual Meeting of Shareholders|Goldman Sachs 1 Table of Contents EXECUTIVE SUMMARY—STRATEGY AND PERFORMANCE HIGHLIGHTS Strategy and Performance Highlights We aspire to be the world's most exceptional financial institution, united by our shared values of partnership, client service, integrity and excellence. Goldman Sachs is a preeminent global investment bank and a leader across asset and wealth management; our firm's strategic objectives underscore our relentless commitment to serve our clients with excellence and to further strengthen our client franchise. 2023 was a year of strategic execution for our firm. We swiftly executed on several important actions that narrowed our forward strategy. In addition, we further strengthened our core businesses. Our achievements in 2023, coupled with our clear and simplified strategy, give us a much stronger platform for 2024. Our Strategic Objectives Our Culture and Leading Client Franchise are the Foundation of our Focused Strategy Harness One Goldman Sachs to Serve our Clients with Excellence Run World-Class, Differentiated, Durable Businesses Invest to Operate at Scale Two World-Class and Interconnected Franchises Global Banking & Markets Asset & Wealth Management #1 Global Investment Bank (a) Leading Global Active Asset Manager (b) #1 Equities franchise (a) Top 5 Alternative Asset Manager (b) #3 Fixed Income, Currency and Commodities (FICC) franchise (a) Premier Ultra High Net Worth franchise Scaled and integrated platform Trusted Advisor of Choice (a) Based on cumulative publicly disclosed Investment Banking, FICC and Equities revenues from 2020-2023. Applicable peers are MS, JPM, BAC, C, BARC, DB, UBS and CS (through FY22). (b) Rankings as of 4Q23. Peer data compiled from publicly available company

business

business Announced sale of GreenSky Agreement with General Motors regarding a process to transition card program 2023 Financial Performance Net Revenues $46.3 billion EPS $22.87 (+$8.04 Ex. Selected Items and FDIC Special Assessment Fee) (a) ROE 7.5% (+2.6 percentage points Ex. Selected Items and FDIC Special Assessment Fee) (a) ROTE (b) 8.1% Pre-Tax Earnings $10.7 billion (+$3.4 billion Ex. Selected Items and FDIC Special Assessment Fee) (a) BVPS Growth 3.3% YoY Standardized CET1 Capital Ratio 14.4% Efficiency Ratio 74.6% 1-Year TSR 15.9% Dividend $2.75 10% YoY increase in the quarterly dividend (a) Represents the impact from selected items that the firm has sold or is selling related to the firm's narrowing of its ambitions in consumer-related activities and related to Asset & Wealth Management, including its transition to a less capital-intensive business, as well as the firm's recognition of the FDIC special assessment fee. For additional information about these items, please see Annex A: Calculation of Non-GAAP Measures and Other Information. (b) For a reconciliation of this non-GAAP measure to the corresponding GAAP measure, please see Annex A: Calculation of Non-GAAP Measures and Other Information. Proxy Statement for the 2024 Annual Meeting of Shareholders|Goldman Sachs 3 Table of Contents EXECUTIVE SUMMARY—STRATEGY AND PERFORMANCE HIGHLIGHTS Executing on a Focused Set of Strategic Priorities In narrowing our strategic focus, our leadership team spent a significant amount of time in 2023 realigning the firm's priorities with our strategic vision, our values and our strengths. Our execution focus areas for 2024 are aligned with our strategic objectives, and will help drive us towards our key desired outcomes. Harness One Goldman Sachs to Serve our Clients with Excellence Run World-Class, Differentiated, Durable Businesses Invest to Operate at Scale Enhance Client Experience Grow More Durab

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