GOLDMAN SACHS GROUP INC (GS)
Sector: Financials
2026 Annual Meeting Analysis
GOLDMAN SACHS GROUP INC · Meeting: April 29, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Goldman Sachs' 3-year total shareholder return of 177.9% outpaces the peer group median by +53.7 percentage points, well below the 65-point threshold that would trigger an against vote; no overboarding, attendance, or independence concerns apply to this executive director.
Director since January 2013; GS's strong 3-year outperformance of peers (+53.7pp vs. 65pp threshold) means the TSR trigger does not fire; no overboarding (no current outside public company seats listed), attendance is above 75%, and he is independent.
Director since October 2011; GS's strong TSR outperformance clears the policy threshold; she holds three outside public company board seats (Anheuser-Busch InBev, Circle Internet Group, Etsy), which is within the four-seat limit; attendance is above 75% and she is independent.
Director since December 2014; the TSR trigger does not apply given GS's strong peer outperformance; no overboarding concerns (no current outside public company seats), attendance above 75%, and he is independent.
Director since May 2021; TSR trigger does not fire; no current outside public company directorships, attendance above 75%, and she is independent with relevant legal and regulatory experience.
Director since June 2024; well within the 24-month new-director exemption period so the TSR trigger is explicitly exempt; he holds one outside public company seat (Chevron), within policy limits, and is independent.
Director since October 2022; TSR trigger does not apply given GS's strong outperformance; no current outside public company seats listed, attendance above 75%, and he is independent.
Director since December 2016; TSR trigger does not fire; she holds two outside public company seats (Amgen, Dell Technologies), within the four-seat limit; attendance above 75% and she is independent.
Director since February 2025; well within the 24-month new-director exemption so the TSR trigger is explicitly exempt; she holds one outside public company seat (Advanced Micro Devices), within policy limits, and is independent.
Director since July 2023; TSR trigger does not apply given GS's strong peer outperformance; no current outside public company directorships, attendance above 75%, and he is independent.
Director since March 2014 and Audit Committee Chair; TSR trigger does not fire; no current outside public company seats, attendance above 75%, he is independent, and he possesses clear financial expertise (former CFO of Apple) appropriate for audit committee leadership.
Director since December 2018; TSR trigger does not apply; she holds two outside public company seats (General Motors, Huntsman Corporation), within the four-seat limit; attendance above 75% and she is independent.
Director since February 2025; well within the 24-month new-director exemption so the TSR trigger is explicitly exempt; no outside public company directorships and no independence or overboarding concerns apply to this executive director.
All 13 director nominees pass policy screens: Goldman Sachs' 3-year total shareholder return of 177.9% outperforms the company-disclosed peer group median by +53.7 percentage points, which is below the 65-point threshold required to trigger an against vote for strong-positive-TSR companies. Three directors joined within the past 24 months and are explicitly exempt from the TSR trigger. No director exceeds four public company board seats, all committees are fully independent, attendance was above 75% for all directors, and no familial relationships with management are disclosed. Vote FOR all 13 nominees.
Say on Pay
✓ FORCEO
David Solomon
Total Comp
$118,891,684
Prior Support
66%%
The prior Say on Pay vote received approximately 66% support, which is above the 70% threshold that would trigger a mandatory No vote for failure to respond; the board engaged extensively with shareholders representing over 45% of shares and made meaningful program changes including introducing the Carried Interest Program in 2025. Pay mix is strong: for the CEO, 67% of annual compensation is in performance stock awards (PSUs tied to absolute and relative return on equity) and only 4% is fixed salary, well exceeding the 50-60% variable pay requirement and keeping fixed pay far below the 40% cap. Goldman Sachs delivered a 57% total shareholder return in 2025 and a 177.9% three-year return that substantially outpaces the peer group median, supporting the conclusion that above-benchmark incentive pay was earned through genuine shareholder value creation.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP (PwC)
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PwC is a Big 4 firm appropriate for a company of Goldman Sachs' size and complexity. The proxy filing text provided does not include a fee table with audit and non-audit fee figures, so the non-audit fee ratio trigger cannot be evaluated; per policy, the absence of confirmed fee data means the trigger does not fire and the default FOR vote applies. No material financial restatements attributable to audit failure are disclosed. Auditor tenure is not explicitly stated in the available filing text; per policy, an undisclosed tenure does not trigger a No vote, though the absence of disclosure is noted as a minor negative.
Stockholder Proposals
4 proposals submitted by shareholders
Proposal 4
Shareholder Proposal Regarding Special Shareholder Meeting Thresholds
John Chevedden is a well-known individual governance activist with a strong track record of submitting shareholder-friendly governance proposals; this filer type is taken seriously under policy. The proposal asks Goldman Sachs to lower the ownership threshold required to call a special meeting from 25% to 10%, which is a mainstream governance improvement — a 25% threshold effectively means only the very largest institutional investors can call a special meeting, limiting most shareholders' ability to act between annual meetings. Lowering the threshold to 10% is a widely adopted market standard that enhances shareholder rights without meaningfully disrupting management's ability to run the firm, and the company's opposition does not provide a compelling reason to maintain the unusually high 25% bar.
Proposal 5
Shareholder Proposal Regarding Charitable Giving Reporting
The American Family Association is a well-documented conservative ideological advocacy organization; under policy, proposals from ideological filers — whether conservative or progressive — are voted against regardless of how the proposal is framed, because they serve political goals rather than the fiduciary interests of ordinary shareholders. This proposal, which requests detailed reporting on charitable contributions including reputational risk analyses, fits a pattern of ideologically motivated scrutiny of corporate giving rather than a genuine shareholder value concern. A neutral fiduciary investor would not submit this proposal in this form.
Proposal 6
Shareholder Proposal Regarding Disclosure of Energy Supply Ratio
The NYC Comptroller is a credible institutional pension funder that is taken seriously under policy, and disclosure requests generally have a lower bar to support. However, the specific 'Energy Supply Ratio' metric requested here is a bespoke, non-standard measure that is not widely used in financial services or investment banking, and the filing does not provide compelling evidence that this particular metric is material to Goldman Sachs' business risk or shareholder value relative to existing climate and sustainability disclosures the firm already makes. Without a demonstrated connection between this specific ratio and shareholder value, and absent prior-year vote history showing significant shareholder demand, the proposal does not clear the bar for support despite the credible filer.
Proposal 7
Shareholder Proposal Regarding Lobbying Disclosure
Mercy Rome (Sisters of Mercy) is a faith-based investor operating in advocacy mode; under policy, ESG and progressive ideological filers are voted against regardless of how the proposal is framed, because their proposals serve advocacy rather than neutral fiduciary goals. While lobbying disclosure proposals from credible institutional investors can merit support, this proposal's origin in a faith-based advocacy filer means a neutral fiduciary investor would not be driving this ask. The proposal is therefore voted against under the symmetry rule that applies equally to conservative and progressive ideological filers.
Overall Assessment
Goldman Sachs' 2026 annual meeting presents a clean ballot on the three standard management proposals — all 13 director nominees pass policy screens on the strength of the company's exceptional three-year total shareholder return of 177.9%, the Say on Pay program features strong performance-based pay mix and adequate prior-year shareholder support, and PwC's ratification is supported absent confirmed fee data triggering a concern. Of the four stockholder proposals, one governance proposal from credible activist John Chevedden (lowering the special meeting threshold from 25% to 10%) earns a FOR vote as a mainstream shareholder rights improvement, while the remaining three proposals are voted against — two because their filers are ideological advocacy organizations (American Family Association and Mercy Rome) and one because the bespoke energy metric requested lacks demonstrated materiality to Goldman Sachs' business.
Compensation Peer Group
6 companies disclosed in 2026 proxy filing