Corporate Governance
2011 Annual Shareholders' Meeting Highlights
Highlights
The Goldman Sachs 2011 Annual Shareholders’ Meeting was held in Jersey City on Friday, May 6, 2011.
Chairman and CEO Lloyd Blankfein moderated the meeting, which began with CFO David Viniar’s overview of the firm’s performance in 2010 and the first quarter of 2011. Lloyd then addressed shareholders and answered a number of their questions about proposals covering issues ranging from executive compensation, climate change and political contributions, as well as other topics, including the firm’s 10,000 Small Businesses philanthropic program and the current status of the work of the Business Standards Committee, the formation of which was announced at last year’s shareholder meeting.
After the presentations, shareholders voted on 10 proposals outlined in the firm’s proxy statement.
Management Proposals
Proposal No. 1: Election of Directors
Description: Ten Directors stood for re-election to the Board.
Board Recommendation: FOR each Director.
| Director | FOR |
| Lloyd C. Blankfein | 96.9% |
| John H. Bryan | 97.5% |
| Gary D. Cohn | 98.8% |
| Claes Dahlbäck | 94.9% |
| Stephen Friedman | 98.0% |
| William W. George | 98.2% |
| James A. Johnson | 95.6% |
| Lois D. Juliber | 98.2% |
| Lakshmi N. Mittal | 93.7% |
| James J. Schiro | 98.4% |
Proposal No. 2: Advisory Vote on Executive Compensation Matters (Say on Pay)
• Description: A nonbinding, advisory vote on the compensation of Goldman Sachs’ named executive officers, as disclosed in the proxy statement.
• Board Recommendation: FOR.
• Result: This received the support of approximately 73% of shares present or represented by proxy and consequently was approved.
Proposal No. 3: Advisory Vote on the Frequency of Say on Pay
• Description: A nonbinding, advisory vote on whether to hold a say on pay vote every year, every two years or every three years.
• Board Recommendation: ONE YEAR.
• Result: “One year” received the support of approximately 85% of shares present or represented by proxy and consequently was approved.
Proposal No. 4: Appointment of PricewaterhouseCoopers LLP
• Description: Proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our 2011 fiscal year.
• Board Recommendation: FOR.
• Result: This received the support of greater than 98% of shares present or represented by proxy and consequently was approved.
Shareholder Proposals
Proposal No. 5: Cumulative Voting
• Description: Proposal requesting cumulative voting in the election of directors, which means each stockholder would be entitled to as many votes as shall equal the number of shares he/she owns multiplied by the number of directors to be elected, and he/she may cast all of such votes for a single candidate or any two or more. Evelyn Y. Davis submitted this proposal.
• Board Recommendation: AGAINST.
• Result: This received the support of 25.6% of votes present in person or by proxy and consequently was not approved.
Proposal No. 6: Special Shareowner Meetings
• Description: Proposal requesting that the Board take the necessary steps to amend the firm’s governing documents to permit holders of 10% of our outstanding shares of common stock to call special meetings. James McRitchie submitted this proposal.
• Board Recommendation: AGAINST.
• Result: This received the support of 41.9% of votes present in person or by proxy and consequently was not approved.
Proposal No. 7: Executive Compensation and Long-Term Performance
• Description: Proposal requesting that the Board adopt a policy stating that upon contract renewal or in future contracts, the named executive officers will be required to retain 75% of the shares acquired through the company's compensation plans, excluding tax-deferred retirement plans, for at least three years from the termination of their employment (through retirement or otherwise), and to report to the shareholders regarding the adoption of this policy before the company's 2012 annual meeting. John Harrington submitted this proposal.
• Board Recommendation: AGAINST.
• Result: This received the support of 20.6% of votes present in person or by proxy and consequently was not approved.
Proposal No. 8: Report on Senior Executive Compensation
• Description: Proposal requesting that the Board’s Compensation Committee initiate a review of the firm’s senior executive compensation policies and make available a summary report of that review by October 1, 2011. The Nathan Cummings Foundation submitted this proposal.
• Board Recommendation: AGAINST.
• Result: This received the support of 4.1% of votes present in person or by proxy and consequently was not approved.
Proposal No. 9: Report on Climate Change Risk Disclosure
• Description: A proposal requesting the Board prepare a report by November 2011 disclosing the business risk related to developments in the political, legislative, regulatory and scientific landscape regarding climate change. The National Center for Public Policy Research submitted this proposal.
• Board Recommendation: AGAINST.
• Result: This received the support of 2.3% of votes present in person or by proxy and consequently was not approved.
Proposal No. 10: Report on Political Contributions
• Description: Proposal requesting that the firm provide a report, updated semi-annually, disclosing the firm’s policies and procedures for expenditures made with corporate funds to trade associations and other tax-exempt entities that are used for political purposes, as well as indirect monetary and non-monetary expenditures used to participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, and used in any attempt to influence the general public, or segments thereof, with respect to elections or referenda. Domini Social Investments submitted this proposal.
• Board Recommendation: AGAINST.
• Result: This received the support of 12.1% of votes present in person or by proxy and consequently was not approved