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Proxy Materials
2013 Annual Shareholders' Meeting Highlights

The Goldman Sachs 2013 Annual Shareholders' Meeting was held in Salt Lake City, Utah on Thursday, May 23, 2013.

Chairman and CEO Lloyd Blankfein moderated the meeting, addressing shareholders and answering their questions related to various proposals. Other topics included the implementation of the Business Standards Committee recommendations and the firm’s 10,000 Small Businesses program.

After the presentations, shareholders voted on the eight proposals outlined in the firm’s proxy statement.

Management Proposals

Proposal No. 1: Election of Directors

  • Description: Twelve 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
William W. George
James A. Johnson
Lakshmi N. Mittal
Adebayo O. Ogunlesi
James J. Schiro
Debora L. Spar
Mark E. Tucker
David A. Viniar

  • 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 87% of shares present or represented by proxy and consequently was approved.

Proposal No. 3: Approval of The Goldman Sachs Amended and Restated Stock Incentive Plan (2013 SIP)

  • Description: A binding vote on the plan permitting the issuance of shares for equity compensation purposes.
  • Board Recommendation: FOR.
  • Result: This received approximately 69% 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 2013.
  • 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. 5: Human Rights Committee

  • Description: Proposal requesting that the company establish a Human Rights Committee to review, assess, disclose, and make recommendations to enhance its corporate policy and practice on human rights. Jing Zhao submitted this proposal.
  • Board Recommendation: AGAINST.
  • Result: This received the support of approximately 4% of votes present in person or by proxy and consequently was not approved.

Proposal No. 6: Goldman Sachs Lobbying Disclosure

  • 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 other 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 6% of votes present in person or by proxy and consequently was not approved.

Proposal No. 7: Proxy Access for Shareholders

  • Description: Proposal requesting that the Board adopt a specific proxy access regime, which would allow certain shareholders to nominate directors in the firm’s proxy statement. James McRitchie submitted this proposal.
  • Board Recommendation: AGAINST.
  • Result: This received the support of approximately 5% of votes present in person or by proxy and consequently was not approved.

Proposal No. 8: Maximization of Value for Shareholders

  • Description: Proposal requesting that the Board immediately engage the services of an investment banking firm to evaluate alternatives that could enhance shareholder value including, but not limited to, a merger or outright sale of the company. Eric M. Fogel submitted this proposal.
  • Board Recommendation: AGAINST.
  • Result: This received the support of approximately 1% of votes present in person or by proxy and consequently was not approved.