Goldman Sachs (NYSE: GS) investors approve board, Say on Pay and PwC, reject proposals

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

The Goldman Sachs Group, Inc. reported the results of its annual shareholder meeting held on April 29, 2026. Shareholders elected 13 directors, including David Solomon, John Waldron and Michele Burns, each to a one-year term ending at the 2027 annual meeting.

Shareholders approved the advisory "Say on Pay" executive compensation vote with 153,743,916 votes for, 63,974,950 against and 972,429 abstentions, with 35,368,534 broker non-votes. They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, with 239,689,453 votes for, 13,925,817 against and 444,559 abstentions.

Three shareholder proposals did not pass: a proposal on special shareholder meeting thresholds, a proposal on disclosure of an energy supply ratio, and a proposal on lobbying disclosure, each receiving more votes against than for.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say on Pay vote: 153,743,916 for; 63,974,950 against Auditor ratification: 239,689,453 for; 13,925,817 against Special meeting proposal: 80,499,426 for; 137,565,083 against +3 more

6 metrics

Say on Pay vote 153,743,916 for; 63,974,950 against Advisory executive compensation vote at 2026 annual meeting

Auditor ratification 239,689,453 for; 13,925,817 against Ratification of PricewaterhouseCoopers LLP for year ending Dec 31, 2026

Special meeting proposal 80,499,426 for; 137,565,083 against Shareholder proposal on special shareholder meeting thresholds

Energy supply ratio proposal 39,993,303 for; 177,047,898 against Shareholder proposal on disclosure of energy supply ratio

Lobbying disclosure proposal 82,476,204 for; 134,698,724 against Shareholder proposal regarding lobbying disclosure

Director vote example 215,386,544 for; 2,865,726 against Election of director John Waldron

Key Terms

Broker Non‑Votes, Say on Pay, independent registered public accounting firm, shareholder proposal, +1 more

5 terms

Broker Non‑Votes financial

"Broker Non‑Votes 153,743,916 | 63,974,950 | 972,429 | 35,368,534"

Say on Pay financial

"Advisory Vote to Approve Executive Compensation (“Say on Pay”):"

Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.

independent registered public accounting firm financial

"our independent registered public accounting firm for the year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

shareholder proposal financial

"Shareholder Proposal Regarding Special Shareholder Meeting Thresholds"

A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.

Emerging growth company regulatory

"Emerging growth company [ ]"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/01/2026 - 11:00 AM

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 29, 2026

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:


		Exchange on which registered
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 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Annual Meeting was held on April 29, 2026.

(b) The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows:

Election of Directors: Our shareholders elected the following 13 directors to each serve a one-year term expiring on the date of our 2027 annual meeting of shareholders or until his or her successor has been duly chosen and qualified.


	For	Against	Abstain	Broker Non‑Votes
Michele Burns	207,542,535	10,272,167	876,593	35,368,534
Mark Flaherty	212,454,569	5,351,462	885,264	35,368,534
Kimberley Harris	160,999,482	56,946,945	744,868	35,368,534
John Hess	210,334,960	7,907,427	448,908	35,368,534
Kevin Johnson	211,286,540	6,950,461	454,294	35,368,534
Ellen Kullman	208,509,917	9,571,448	609,930	35,368,534
KC McClure	215,288,547	2,798,124	604,624	35,368,534
Thomas Montag	214,891,201	3,590,176	209,918	35,368,534
Peter Oppenheimer	207,386,370	10,429,366	875,559	35,368,534
David Solomon	207,386,777	10,882,560	421,958	35,368,534
Jan Tighe	215,272,803	2,822,194	596,298	35,368,534
David Viniar	203,479,678	14,586,879	624,738	35,368,534
John Waldron	215,386,544	2,865,726	439,025	35,368,534

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


For	Against	Abstain	Broker Non‑Votes
153,743,916	63,974,950	972,429	35,368,534

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, 2026.


For	Against	Abstain
239,689,453	13,925,817	444,559

Shareholder Proposal Regarding Special Shareholder Meeting Thresholds: Our shareholders did not approve this proposal.


For	Against	Abstain	Broker Non‑Votes
80,499,426	137,565,083	626,786	35,368,534

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


For	Against	Abstain	Broker Non‑Votes
39,993,303	177,047,898	1,650,094	35,368,534

Shareholder Proposal Regarding Lobbying Disclosure: Our shareholders did not approve this proposal.


For	Against	Abstain	Broker Non‑Votes
82,476,204	134,698,724	1,516,367	35,368,534

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: May 1, 2026 By /s/ Kathryn H. Ruemmler
Name: Kathryn H. Ruemmler
Title: Chief Legal Officer and General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What did Goldman Sachs (GS) shareholders decide about the 2026 director elections?

Shareholders elected 13 directors to one-year terms ending at the 2027 annual meeting. Each nominee, including David Solomon and John Waldron, received more votes "For" than "Against," confirming the full board slate for the coming year.

How did Goldman Sachs (GS) shareholders vote on the 2026 Say on Pay proposal?

Shareholders approved the advisory Say on Pay vote with 153,743,916 votes for and 63,974,950 against. There were 972,429 abstentions and 35,368,534 broker non-votes, indicating overall support for the company’s executive compensation program.

Was PricewaterhouseCoopers reappointed as Goldman Sachs (GS) auditor for 2026?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026. The vote was 239,689,453 for, 13,925,817 against and 444,559 abstentions, reflecting strong approval of the auditor selection.

What happened to the Goldman Sachs (GS) shareholder proposal on special meeting thresholds?

The shareholder proposal to change special shareholder meeting thresholds did not pass. It received 80,499,426 votes for and 137,565,083 against, with 626,786 abstentions and 35,368,534 broker non-votes, so the existing special meeting rules remain in place.

How did Goldman Sachs (GS) shareholders vote on the energy supply ratio disclosure proposal?

Shareholders rejected the proposal on disclosure of an energy supply ratio. It received 39,993,303 votes for and 177,047,898 against, with 1,650,094 abstentions and 35,368,534 broker non-votes, meaning the company is not required to adopt this reporting.

What was the outcome of the Goldman Sachs (GS) lobbying disclosure shareholder proposal?

The lobbying disclosure proposal did not pass. Shareholders cast 82,476,204 votes for and 134,698,724 against, with 1,516,367 abstentions and 35,368,534 broker non-votes, so no additional lobbying disclosure requirements were approved at this meeting.

Filing Exhibits & Attachments

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