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 delivered a 3-year total return of 189.8%, outperforming the peer group median by +44.4 percentage points — well below the 65-point threshold needed to trigger an against vote — and no overboarding, attendance, or independence issues apply to this executive director.
GS significantly outperformed its disclosed peer group over 3 years (+44.4pp vs. the 65pp trigger threshold for strong positive TSR), Viniar holds no other current U.S. public company board seats, and all attendance and independence standards are met.
Burns holds three current outside public company directorships (Anheuser-Busch InBev, Circle Internet Group, Etsy) plus the Goldman Sachs seat, totaling four — the maximum permitted under policy — and stock performance easily clears the TSR trigger threshold, so no against vote is warranted.
Flaherty holds no other current U.S. public company board seats, GS outperformed its peer group by +44.4pp against a 65pp trigger threshold, and all attendance and independence standards are satisfied.
Harris holds no other current public company board seats, joined in May 2021 and has served for more than 24 months, and GS's strong relative TSR performance clears the trigger threshold with no other flags.
Hess joined in June 2024, which is less than 24 months before the March 2026 filing date, making him exempt from the TSR trigger under policy; he holds one outside board seat (Chevron) and no other policy flags apply.
Johnson holds no current outside public company board seats, joined in October 2022 (more than 24 months ago), and GS's 3-year TSR outperformance of +44.4pp versus the peer median is well below the 65pp trigger threshold.
Kullman holds two other public company board seats (Amgen, Dell Technologies) plus Goldman Sachs for a total of three — within the four-seat limit — and GS's strong TSR performance clears all trigger thresholds with no other flags.
McClure joined in February 2025, less than 24 months before the meeting, making her exempt from the TSR trigger; she holds one other public company board seat (Advanced Micro Devices) and no other policy flags apply.
Montag joined in July 2023, more than 24 months ago, holds no other current public company board seats, and GS's +44.4pp 3-year TSR outperformance versus the peer median is well below the 65pp trigger threshold.
Oppenheimer holds no other current public company board seats, has served since March 2014, and GS's strong relative stock performance clears every TSR trigger threshold with no independence, attendance, or qualification concerns.
Tighe holds two other current public company board seats (General Motors, Huntsman) plus Goldman Sachs for a total of three — within the four-seat limit — and GS's 3-year TSR outperformance of +44.4pp is well below the 65pp trigger threshold.
Waldron joined in February 2025, less than 24 months before the meeting, making him exempt from the TSR trigger; he holds no other public company board seats and no other policy flags apply to this executive director.
All 13 director nominees receive a FOR vote. Goldman Sachs outperformed its disclosed peer group median by +44.4 percentage points over 3 years (3-year total return of 189.8%), which is well below the 65-percentage-point trigger threshold applicable to companies with strong positive absolute returns — meaning the TSR trigger does not fire for any director. No director is overboarded (the most seats held by any nominee is four, which is the policy maximum). All directors met the 75% attendance threshold. Two nominees — KC McClure and John Waldron — joined in February 2025 and are exempt from the TSR trigger as new directors within 24 months. No independence, qualification, or familial-relationship issues were identified.
Say on Pay
✓ FORCEO
David Solomon
Total Comp
$118,891,684
Prior Support
66%%
Goldman Sachs delivered exceptional performance in 2025 — a 57% total shareholder return, record net revenues, a 27% increase in earnings per share, and a 15% return on equity — which strongly supports above-benchmark incentive pay. The CEO's SEC-reported total compensation of approximately $119 million is high in absolute terms, but GS is one of the largest and most profitable financial institutions in the world, the pay mix is heavily performance-based (100% of equity awards are performance stock awards tied to return on equity metrics, representing 67% of the CEO's annual pay), and the firm outperformed its compensation peer group over both 1-year and 3-year periods, meaning incentive pay is aligned with shareholder experience. The prior Say on Pay vote received 66% support — above the 70% threshold that would require remediation — and the board conducted extensive shareholder engagement (120+ meetings covering 45%+ of shares outstanding), satisfying the policy's engagement standard.
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's size and complexity. The proxy filing text provided does not include an auditor fee table with specific dollar amounts, so the non-audit fee ratio trigger cannot be confirmed; in the absence of confirmed fee data the policy defaults to FOR. No disclosed material financial restatements or other audit-related concerns were identified in the filing.
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 long track record of submitting legitimate shareholder rights proposals — this filer type is treated seriously under policy. The proposal asks to lower the ownership threshold required to call a special meeting from 25% to 10%, which is a mainstream governance improvement that gives ordinary shareholders a meaningful voice between annual meetings; a 25% threshold effectively requires coordination among very large institutional investors to exercise this right, shutting out most individual and smaller shareholders. This is a structural governance change that aligns with shareholder interests, and the board's opposition does not overcome the merits of the ask.
Proposal 5
Shareholder Proposal Regarding Charitable Giving Reporting
The American Family Association is a well-documented ideologically motivated conservative advocacy organization — not a neutral fiduciary investor — and under policy, proposals from ideological filers on either side of the political spectrum are voted against regardless of how the request is framed. A neutral fiduciary investor would not submit a proposal requiring detailed reporting on charitable giving recipients, donation purposes, and reputational risk analyses through this lens. Because the filer's identity disqualifies the proposal, no further merits analysis is required.
Proposal 6
Shareholder Proposal Regarding Disclosure of Energy Supply Ratio
The NYC Comptroller is a credible institutional pension filer that deserves serious consideration, but the specific ask — annual disclosure of a proprietary 'Energy Supply Ratio' metric — is a specialized, non-standard measure whose materiality to Goldman Sachs as a financial services company (rather than an energy producer or utility) is not clearly established. The proposal does not explain how this ratio would be calculated for a bank, why it is more informative than existing climate and sustainability disclosures GS already publishes, or how it would help shareholders make better investment or voting decisions. Without a clear case that this specific metric is material to GS's financial performance, the bar for supporting a disclosure proposal is not met.
Proposal 7
Shareholder Proposal Regarding Lobbying Disclosure
Faith-based investors filing in advocacy mode — such as Mercy Rome, a Catholic investment advocacy organization — are classified under policy as ideologically motivated progressive filers, and proposals from such filers are voted against regardless of how the request is framed. While lobbying disclosure proposals can be legitimate governance asks when submitted by neutral fiduciary investors, this filing's proponent identity disqualifies the proposal under the symmetry rule: ideology-driven proposals from either direction do not serve pure shareholder interests. No further merits analysis is required.
Overall Assessment
Goldman Sachs's 2026 annual meeting ballot is largely straightforward, with FOR votes on all 13 director nominees (supported by exceptional 3-year TSR performance of +189.8% that outpaces the peer group by +44.4pp, far below the trigger threshold), FOR on auditor ratification (PwC, a Big 4 firm, with no fee data available to trigger concern), and FOR on Say on Pay (strong pay-for-performance alignment backed by a 57% 1-year total return and heavily performance-based compensation structure). Among the four shareholder proposals, only the special meeting threshold proposal (Item 4, filed by governance activist John Chevedden) merits support as a mainstream governance improvement; the remaining three proposals are voted against due to either ideological filer identity (Items 5 and 7) or an insufficiently established materiality case for a non-standard metric (Item 6).
Compensation Peer Group
9 companies disclosed in 2026 proxy filing