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Proxy Materials
2011 Annual Shareholders' Meeting Highlights

The Goldman Sachs 2012 Annual Shareholders' Meeting was held in Jersey City, N.J. on Thursday, May 23, 2012.

Highlights

Chairman and CEO Lloyd Blankfein moderated the meeting, addressing shareholders and answering a number of their questions about proposals covering issues ranging from executive compensation and cumulative voting to lobbying expenditures. Other topics included regulation, implementation of the Business Standards Committee recommendations and the European debt crisis.

After the presentations, shareholders voted on the six 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
Lloyd C. Blankfein
M. Michele Burns
Gary D. Cohn
Claes Dahlbäck
Stephen Friedman
William W. George
James A. Johnson
Lakshmi N. Mittal
James J. Schiro
Debora L. Spar
 

  • Result: Each Director received the overwhelming support of the votes cast and consequently was re-elected.

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 94% of shares present or represented by proxy and consequently was approved.

Proposal No. 3: Appointment of PricewaterhouseCoopers LLP

  • Description: Proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our 2012 fiscal year.

  • Board Recommendation: FOR.

  • Result: This received the support of approximately 99% of shares present or represented by proxy and consequently was approved.

Shareholder Proposals

Proposal No. 4: Cumulative Voting

  • Description: Proposal requesting cumulative voting in the election of directors, which means each stockholder would be entitled to a number of votes equal to the number of shares he/she owns multiplied by the number of directors to be elected (with the ability to cast votes for some but not all candidates). Evelyn Y. Davis submitted this proposal.

  • Board Recommendation: AGAINST.

  • Result: This received the support of approximately 24% of votes present in person or by proxy and consequently was not approved.

Proposal No. 5: Executive Compensation and Long-Term Performance

  • Description: Proposal requesting that the Board adopt a policy requiring named Executive Officers to retain 75 percent of the shares acquired through the company's compensation plans for at least three years after retirement, and to report to the shareholders on this policy. John Harrington submitted this proposal.

  • Board Recommendation: AGAINST.

  • Result:This received the support of approximately 17% of votes present in person or by proxy and consequently was not approved.

Proposal No. 6: Report on Lobbying Expenditures

  • Description: Proposal requesting that the Board authorize the preparation of a report, updated annually, disclosing policy and procedures governing the lobbying of legislators and regulators and related information, related to, among other things, payments used for direct lobbying and other communications. The Needmor Fund submitted this proposal.

  • Board Recommendation: AGAINST.

  • Result: This received the support of approximately 7% of votes present in person or by proxy and consequently was not approved.