Goldman Sachs Group Inc. | Interfaith Center on Corporate Responsibility

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<strong>Company:</strong>
<p>Goldman Sachs Group Inc.</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy to convene online shareholder meeting.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>To guard against the Goldman Sachs of Directors and management becoming complacent shareholders need the ability to call a special shareholder meeting to help the Board adopt new strategies when GS underperforms.</p>
<p dir=”ltr”>Currently it takes 25% of GS shares to call for a special shareholder meeting. Especially for a company as large as GS 25% is an unreachable figure. </p>
<p dir=”ltr”>If GS disputes that 25% is an unreachable figure GS is welcome to give one example from anywhere in the universe where a special shareholder meeting was successfully called for by 25% shareholders at a company with more than $50 Billion in market capitalization during the last decade. The GS market capitalization is $225 Billion.</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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<strong>Focus Area:</strong>
<p>Lobbying </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>Resolved, </strong>shareholders of Goldman Sachs Group (“Goldman”) request the preparation of a report, updated annually, omitting any proprietary data and produced at reasonable cost, disclosing:</p>
<p>Payments by Goldman used for direct or indirect lobbying, in each indirect case including the amount of the payment and the recipient. </p>
<p>For purposes of this proposal, payments used for direct lobbying are the annual aggregate amounts reported at the federal and state levels, broken out by federal and individual state.</p>
<p>Payments used for indirect lobbying are payments to trade associations or social welfare groups that are used for lobbying as defined by tax law. Both direct and indirect lobbying include efforts at the state and federal levels. </p>
<p>The report shall be posted on Goldman’s website</p>
<p><strong>Supporting Statement</strong></p>
<p>As long-term shareholders of Goldman, we support transparency and accountability in corporate lobbying. Companies and investors may benefit if lobbying leads to improved policies, reduced regulation or taxation, or government contracts or subsidies. However, lobbying activities also create costs and can create risks for a corporation – and by extension, shareholders. Currently, shareholders must search the federal and 50 state lobbying databases to assemble a picture of a company’s lobbying. And state disclosure requirements vary widely,[1] with an analysis of one company’s disclosures finding 25 out of 48 states did not disclose amounts spent.[2]</p>
<p>Goldman spent $2,740,000 on federal lobbying for 2024. This does not include state lobbying, where Goldman also lobbies. Goldman fails to list its trade associations, nor any amounts of its payments to trade associations used for lobbying. Similarly, it fails to disclose the amount of its payments to social welfare groups used for lobbying. </p>
<p>The International Corporate Governance Network policy on lobbying recommends a company commit to public disclosure of its lobbying activities and any direct or indirect expenditure beyond a de minimis level (e.g., a contribution equal to or less than $10,000). Many companies already provide annual lobbying reports to shareholders, including Cardinal Health, Exxon, Procter & Gamble and Xcel Energy, which report on their federal and state lobbying and indirect lobbying through trade associations and social welfare groups, Amazon and Walmart, which provide full state lobbying reports, and American Express, Ameriprise Financial and US Bancorp, which provide an annual report of trade association payments used for lobbying. Companies are required to report this information at the federal and state levels, so it is not overly burdensome to provide it to shareholders.</p>
<p>We urge Goldman to expand its lobbying disclosure.</p>
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<p>[1 ]https://www.ncsl.org/ethics/how-states-define-lobbying-and-lobbyist.</p>
<p>[2 ]https://www.citizen.org/news/despite-company-claims-eli-lilly-fails-to-disclose-its-state-lobbying-spending-for-half-the-country/.</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Bruce Herbert, AIF</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Newground Social Investment</span></div>
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<h3>Co-filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Stephen Zielinski</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Dominican Sisters of Springfield Illinois</span></div>
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<strong>Company:</strong>
<p>Goldman Sachs Group Inc.</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Lobbying & Political Contributions </p>
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<strong>Focus Area:</strong>
<p>Lobbying </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p>Resolved, shareholders request the preparation of a report, updated annually, disclosing: </p>
<p>1. Goldman policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications. </p>
<p>2. Goldman payments used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.</p>
<p>3. Goldman membership in and payments to any tax-exempt organization that writes and endorses model legislation.</p>
<p>4. Description of management’s and the Board’s decision-making process and oversight for making payments described in sections 2 and 3 above.</p>
<p>For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Goldman is a member. </p>
<p>Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels. </p>
<p>The report shall be presented to the Public Responsibilities Committee and posted on Goldman’s website. </p>
<p><strong>Supporting Statement </strong></p>
<p>Full disclosure of Goldman’s lobbying activities and expenditures is needed to assess whether Goldman’s lobbying is consistent with its expressed goals and shareholders’ interests. Goldman is considered one of the eight big banks, whose lobbyist ranks have reportedly swelled to their largest number since the 2008 financial crash.1 Goldman spent $48 million from 2010-2023 on federal lobbying. This does not include state lobbying, where Goldman also lobbies. Goldman also lobbies abroad, spending between <br>€900,000 – 999,999 on lobbying in Europe for 2023. </p>
<p>Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity.2 Goldman fails to disclose its memberships in or payments to trade associations and social welfare groups, or the amounts used for lobbying, to shareholders. Goldman belongs to the American Bankers Association (ABA), Bank Policy Institute (BPI), Business Roundtable, Financial Service Forum (FSF), Managed Funds Association and Securities Industry and Financial Markets Association, which together spent $46 million on federal lobbying for 2023. </p>
<p>Goldman’s lack of disclosure presents reputational risks when its lobbying contradicts Company public positions. For example, Goldman publicly supports addressing climate change, yet the Business Roundtable filed an amicus brief opposing the Securities and Exchange Commission (SEC) climate risk disclosure rules, 3 and BPI and FSF both lobbied the SEC to weaken proposed climate disclosure rules.4 An analysis looking at inconsistencies between banks’ public climate commitments and their direct and indirect climate lobbying practices noted Goldman failed to publicly support the Inflation Reduction Act.5 And Goldman’s 10,000 Small Businesses program attracted attention for reportedly recruiting participants to lobby against increased capital reserve proposals.6 <br> </p>
<p>Improved Goldman Sachs lobbying disclosure will protect the reputation of Goldman Sachs and preserve shareholder value. </p>
<p>1 https://www.reuters.com/business/finance/us-bank-lobbyists-ranks-swell-post-crisis-high-amid-regulatory-pushback-2024-02-08/. </p>
<p>2 https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-pubIicly-reported/. </p>
<p>3 https://www.eenews.net/articles/investors-question-business-roundtables-climate-rule-battle/. </p>
<p>4 https://www.eenews.net/articles/banks-to-sec-cIimate-ruIe-poses-real-world-problems/. </p>
<p>5 https://www.ceres.org/news-center/press-releases/new-benchmark-analysis-us-banks-reveals-inconsistencies-between-climate. </p>
<p>6 https://www.inc.com/bruce-crumley/goldman-sachs-10000-small-businesses-program-also-creates-lobbyists.htmI.</p>
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Resolution Details

Company:

Goldman Sachs Group Inc.

Year:

2024

Issue Area:

Lobbying & Political Contributions

Focus Area:

Lobbying

Status:

Filed

Resolution Text

RESOLVED, the shareholders of Goldman Sachs Group (“Goldman”) request the preparation of a report, updated annually, disclosing:

1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

2. Payments by Goldman used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

3. Goldman’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.

4. Description of management’s and the Board’s decision-making process and oversight for making payments described in sections 2 and 3 above.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Goldman is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Public Responsibilities Committee and posted on Goldman’s website.

SUPPORTING STATEMENT

Full disclosure of Goldman’s lobbying activities and expenditures is needed to assess whether Goldman’s lobbying is consistent with its expressed goals and shareholders’ interests. Goldman spent $44,287,000 from 2010 – 2022 on federal lobbying. This does not include state lobbying, where Goldman also lobbies. Goldman also lobbies abroad, spending between €800,000 – 899,999 on lobbying in Europe for 2022 and drawing scrutiny for hiring JPMorgan’s chief lobbyist in Europe.1

Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity.2 Goldman fails to disclose its memberships in or payments to trade associations and social welfare groups, or the amounts used for lobbying, to shareholders. Goldman belongs to the American Bankers Association (ABA), Bank Policy Institute (BPI), Business Roundtable, Financial Service Forum (FSF), Managed Funds Association and Securities Industry and Financial Markets Association, which together spent $46,126,000 on federal lobbying for 2022.

Goldman’s lack of disclosure presents reputational risks when its lobbying contradicts company public positions. For example, Goldman publicly supports addressing climate change, yet the Business Roundtable opposed the Inflation Reduction Act and its historic investments in climate action,3 and BPI and FSF both lobbied the Securities and Exchange Commission to weaken proposed climate disclosure rules.4 A recent analysis looking at inconsistencies between banks’ public climate commitments and their direct and indirect climate lobbying practices noted Goldman failed to publicly support the Inflation Reduction Act.5 And while Goldman does not belong to or support the American Legislative Exchange Council, which is attacking “woke” investing,6 one of its trade associations does, as ABA supported its 2022 annual meeting.7

Reputational damage stemming from these misalignments could harm shareholder value. Goldman should expand its lobbying disclosure.

1 https://www.efinancialcareers.com/news/2022/12/goldman-government-relations.

2 https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly-reported/.

3 https://www.theguardian.com/environment/2022/aug/19/top-us-business-lobby-group-climate-action-business-roundtable.

4 https://www.eenews.net/articles/banks-to-sec-climate-rule-poses-real-world-problems/.

5 https://www.ceres.org/news-center/press-releases/new-benchmark-analysis-us-banks-reveals-inconsistencies-between-climate.

6 https://www.wbur.org/hereandnow/2023/03/22/esg-investing-fossil-fuels.

7 https://documented.net/investigations/heres-who-bankrolling-alec-2022-annual-meeting.

Resolution Details

Company:

Goldman Sachs Group Inc.

Year:

2024

Issue Area:

Human Rights & Worker Rights

Focus Area:

Workplace Equity

Status:

Filed

Resolution Text

RESOLVED: Shareholders request that the Goldman Sachs Group, Inc. (“Company”, “Goldman Sachs”, or “Goldman”) report annually on unadjusted median and adjusted pay gaps across race and gender globally, and include associated policy, reputational, competitive, and operational risks – including risks associated with recruiting and retaining diverse key talent. The report should be prepared at reasonable cost, and omit proprietary information, litigation strategy, and legal compliance information.

Ideally, annual reporting would integrate base, bonus, and equity compensation broken out by country, where appropriate, and further differentiate between gender and racial/minority/ethnicity groupings.

Racial/gender pay gaps are the difference between non-minority and minority/male and female median earnings expressed as a percentage of non-minority/male earnings.

SUPPORTING STATEMENT

Goldman Sachs has faced substantial scrutiny in recent years for gender pay discrimination, which culminated in a $215 million class-action settlement in May 2023.1 Ongoing pay inequities – which persist across both race and gender at Goldman – pose substantial risks to the Company. For instance, Black workers’ median annual earnings represent just 77% of white wages, while the median income for women working full-time is only 84% that of men. Considering race, Black women earn 76% and Latina women just 63%.2

At the current trajectory, White women will not reach pay equity until 2059 – three decades from now; Black women not until 2130 – a century from now; and Latina women not until 2224 – two full centuries from now.3

Citigroup estimates that had minority and gender wage gaps been closed 20 years ago, it would have contributed $12 trillion additional dollars to national income.

Studies link diversity in leadership and managing pay equity to superior stock performance as well as higher return on equity.4

Women and minorities clearly face structural bias regarding job opportunity and pay. At Goldman, underrepresented minorities represent 47.0% of the workforce but only 26.7% of executives. Women represent 42.9% of the workforce but only 25.1% of executives.

Best practice pay equity reporting consists of two parts:

1. Statistically adjusted gaps – which assess whether minorities and non-minorities (both men and women) are paid equally for similar roles.

2. Unadjusted median pay gaps – which assess equal opportunity for high paying roles.

Currently, Goldman reports neither adjusted nor unadjusted quantitative pay gaps. In contrast, roughly 50% of the nation’s top 100 companies report adjusted gaps, and an increasing number also disclose unadjusted gaps.5

Racial and gender unadjusted median pay gaps are accepted as the valid way to measure pay inequity by the United States Census Bureau, Department of Labor, OECD, and the International Labor Organization. The United Kingdom and Ireland legally mandate disclosure of median gender pay gaps.6

THEREFORE: Because gender and equity pay gaps are inherently unfair, because they have been shown to harm company performance, and because disparity continues to be a serious issue that plagues Goldman Sachs, please vote FOR this commonsense reporting proposal.

1 https://www.nytimes.com/2023/05/09/business/dealbook/goldman-sachs-discrimination-lawsuit.html

2 https://www.census.gov/data/tables/time-series/demo/income-poverty/cps-pinc/pinc-05.html – par_textimage_24

3 https://static1.squarespace.com/static/5bc65db67d0c9102cca54b74/t/622f4567fae4ea772ae60492/ 1647265128087/Racial+Gender+Pay+Scorecard+2022+-+Arjuna+Capital.pdf

4 Ibid.

5 https://diversiq.com/which-sp-500-companies-disclose-gender-pay-equity-data/

6 https://static1.squarespace.com/static/5bc65db67d0c9102cca54b74/t/622f4567fae4ea772ae60492/ 1647265128087/Racial+Gender+Pay+Scorecard+2022+-+Arjuna+Capital.pdf

Resolution Details

Company:

Goldman Sachs Group Inc.

Year:

2024

Issue Area:

Climate Change

Focus Area:

Environmental Justice, Just Transition

Status:

Filed

Resolution Text

WHEREAS: Environmental justice examines disparities in how people are exposed to environmental benefits and harms, which can have material implications for investors.

The United Nations has recognized that all people have a right to a clean, healthy and sustainable environment.[1]Fossil fuel development poses substantial risks to this and other human rights, and has been linked to significantly elevated rates of cancers, and air, soil, and water contamination for nearby residents.[2] These outcomes disproportionately affect children, workers, and people who are Black, Indigenous, have low income, or live in the Global South.[3] Meanwhile, a disproportionate portion of the 17 million Americans exposed to the negative consequences of fossil fuel production are Black.[4] Since 2016, Goldman Sachs has provided over $143 billion in financing to fossil fuel companies.[5]

Goldman Sachs has also developed a framework to “put climate transition and inclusive growth at the forefront of” its work with clients.[6] However, this transition carries several workforce[7] and environmental justice risks. Research has found that economic and workforce benefits of the energy transition accrue unequally along lines of race and ethnicity, regardless of income or education.[8] Most minerals required for electric vehicle, wind turbine, and battery production are concentrated in the Global South, where local people bear environmental harms associated with minerals extraction, and where climate change threatens production collapse.[9] Resultant civic unrest, loss of social license, legislative or regulatory actions, and systemic risk of global failure of a transition can lead to stranded assets and reputational harm.

These environmental justice risks are not effectively addressed or managed in Goldman Sachs’ policies and reporting. Rigorous assessment and disclosure of these risks would enhance the bank’s risk management framework, improve its reputation, and advance its stated goals.

In recent years, Goldman Sachs has faced regulatory action and public scrutiny regarding its sustainability practices and disclosures. In 2022, the bank’s asset management subsidiary incurred a $4 million penalty to settle SEC charges for sustainability-related policies and procedures failures.[10] The bank has committed to help reduce racial disparities,[11] to “protect, preserve and promote human rights around the world,”[12] and shared its view that “companies’ management of environmental and related social risks and opportunities may affect long-term corporate performance.”[13] By implementing this proposal, the bank can advance its commitments and deliver value to shareholders.

RESOLVED: Shareholders request that the Goldman Sachs Board of Directors conduct a rigorous assessment of material risks and opportunities related to the environmental justice impacts of its energy and power sector financing and underwriting and disclose the results, at reasonable expense and omitting proprietary and privileged information.

SUPPORTING STATEMENT: At the Board and management’s discretion, Proponents suggest that “material risks and opportunities” encompass both enterprise and systemic considerations, and that outcomes and recommendations from the assessment be integrated in a revised version of the bank’s Environmental Policy Framework.

[1] https://news.un.org/en/story/2022/07/1123482

[2] https://www.ncbi.nlm.nih.gov/pmc/articles/PMC6344296/

[3] https://www.sciencedirect.com/science/article/pii/S2214629623001640

[4] https://www.nature.com/articles/s41370-022-00434-9

[5] https://www.ran.org/wp-content/uploads/2023/04/BOCC_2023_vF.pdf

[6] https://www.goldmansachs.com/media-relations/press-releases/2021/announcement-04-mar-2021.html

[7] https://www.nber.org/papers/w31539

[8] https://www.liebertpub.com/doi/10.1089/scc.2022.0112; https://www.scientificamerican.com/article/solar-powers-benefits-dont-shine-equally-on-everyone/

[9] https://media.business-humanrights.org/media/documents/2023_Transition_Minerals_Tracker_JX5pGvf.pdf; https://iea.blob.core.windows.net/assets/ffd2a83b-8c30-4e9d-980a-52b6d9a86fdc/TheRoleofCriticalMineralsinCleanEnergyTransitions.pdf

[10] https://www.sec.gov/news/press-release/2022-209

[11] https://www.goldmansachs.com/our-commitments/diversity-and-inclusion/racial-equity/

[12] https://www.goldmansachs.com/investor-relations/corporate-governance/corporate-governance-documents/human-rights-statement.pdf

[13] https://www.goldmansachs.com/citizenship/environmental-stewardship/epf-pdf.pdf

Resolution Details

Company:

Goldman Sachs Group Inc.

Year:

2024

Issue Area:

Climate Change, Environment

Focus Area:

Climate Change

Status:

Challenged

Resolution Text

WHEREAS: Goldman Sachs has established a Net Zero by 2050 goal and aligned 2030 emission reduction targets for its financing activity in the oil and gas, power, and auto manufacturing sectors. It is also a Net Zero Banking Alliance member.1 Despite investor demand for disclosure of its transition plan, shareholders lack sufficient information as to whether Goldman is on a path to meet its 2030 targets.2

Critically, Goldman’s annual disclosures lack clear information on whether portfolio companies with no or slow transition plans in these sectors are likely to impair its ability to meet its 2030 targets. Independent assessments show that many companies in these sectors lack a 2030 Net Zero aligned pathway. The Transition Pathway Initiative finds no public companies in the oil and gas sector have 2030 targets aligned with a 1.5°Cscenario;3 and no public auto manufacturers, besides dedicated electric vehicle manufacturers, are on a 2030-aligned Net Zero pathway.4 In order for the electricity generation sector to reach a Net Zero aligned 2030 milestone, the rate of electrification needs to double.5

This omission leaves investors unable to assess the potential for misalignment between Goldman’s 2030 targets and its clients’ transition progress, and what actions, if any, Goldman is proactively taking to address such misalignment.

The potential for misalignment carries significant risk. If Goldman fails to meet its targets, it faces the possibility of reputational harm, litigation risk, and financial costs.6 Failure to meet targets also contributes to systemic climate risk that harms Goldman and investors’ portfolios.

Goldman must have a fully informed, realistic transition plan in place to meet its goals. This requires assessing its clients’ likelihood of meeting Net Zero-aligned 2030 goals. As the Institutional Investors Group on Climate Change explains, “[t]o deliver on their targets and commitments, banks should independently establish and disclose…protocols and strategies specific to each business activity,” which will require “phasing out financing of inconsistent activities which present particular risks… while pivoting financing towards climate solutions.”7 Other actions may include developing criteria related to financing misaligned clients and setting firm-wide targets to increase the share of financing, facilitation, and revenue derived from 1.5°C-aligned companies and activities.

BE IT RESOLVED: Shareholders request that, for each of its sectors with a Net Zero-aligned 2030 target, Goldman Sachs annually disclose the proportion of sector emissions attributable to clients that are not aligned with a credible Net Zero pathway, whether this proportion of unaligned clients will prevent Goldman from meeting its 2030 targets, and actions it proposes to address any such emissions reduction shortfalls.

SUPPORTING STATEMENT: Emissions attributable to unaligned clients can be measured using estimates or other appropriate method. At management discretion, the assessment should take into account all material financing mechanisms and asset classes that contribute to Goldman’s emissions, including direct lending, underwriting, and investments.

1 https://www.goldmansachs.com/media-relations/press-releases/2021/2021-tcfd-decarbonization-targets.html ; https://www.unepfi.org/net-zero-banking/members/

2 https://www.asyousow.org/press-releases/2023/4/26/shareholders-call-on-goldman-sachs-to-disclose-a-climate-transition-plan

3 https://www.transitionpathwayinitiative.org/sectors/oilgas

4 https://www.transitionpathwayinitiative.org/sectors/autos

5 https://www.iea.org/energy-system/electricity/electrification

6 https://www.spglobal.com/marketintelligence/en/news-insights/latest-news-headlines/banks-face-mounting-risk-of-fines-regulatory-probes-over-sustainability-claims-74385257

7 https://139838633.fs1.hubspotusercontent-eu1.net/hubfs/139838633/Past%20resource%20uploads/IIGCC-Net-Zero-Standard-for-Banks-June-2023.pdf, p.7,9

Resolution Details

Company:

Goldman Sachs Group Inc.

Year:

2024

Issue Area:

Human Rights & Worker Rights, Inclusiveness

Focus Area:

Race Discrimination, Sexual Misconduct

Status:

Filed

Resolution Text

RESOLVED: Shareholders request the Board of Directors oversee the preparation of an annual public report describing and quantifying the effectiveness and outcomes of The Goldman Sachs Group, Inc.’s (Goldman Sachs) efforts to prevent harassment and discrimination against its protected classes of employees. In its discretion, the Board may wish to consider including disclosures such as:

the total number and aggregate dollar amount of disputes settled by the company related to abuse, harassment, or discrimination in the previous three years;
the total number of pending harassment or discrimination complaints the company is seeking to resolve through internal processes, arbitration, or litigation;
the retention rates of employees who raise harassment or discrimination concerns, relative to total workforce retention;
the aggregate dollar amount associated with the enforcement of arbitration clauses;
the number of enforceable contracts for current or past employees which include concealment clauses, such as non-disclosure agreements or arbitration requirements, that restrict discussions of harassment or discrimination; and
the aggregate dollar amount associated with such agreements containing concealment clauses.

This report should not include the names of accusers or details of their settlements without their consent. It should be prepared at a reasonable cost and omit any information that is proprietary, privileged, or violative of contractual obligations.

SUPPORTING STATEMENT

In 2021, after receiving majority support for a shareholder resolution requesting they do so, Goldman released a report reviewing its mandatory arbitration requirement for employee harassment or discrimination claims. In light of that review, the Board decided that “employees who assert a claim of sexual harassment in an arbitration will have the option to waive confidentiality as to the arbitration decision.”[1] The firm did not release other protected classes from this confidentiality obligation.

Investor concerns related to Goldman’s treatment of its employees by race, ethnicity, and other protected class remained unaddressed. Black individuals comprise 13.6 percent of the United States’ population[2] but only 3.4 percent of Goldman’s executive and management teams.[3] This representation percentage has remained static over time, only increasing by 0.31 percent since 2020[4], the first year for which this data was available.

Given the company’s ongoing use of non-disclosure agreements and mandatory arbitration, which conceal from external audiences internal culture challenges, the extent to which race-based harassment and discrimination exists within Goldman is unknown.

There have been several high-profile derivative suits settled, including at Twentieth Century Fox, Wynn Resorts, and Alphabet, alleging boards breached their duties by failing to protect employees from discrimination and harassment, injuring the companies and their shareholders.

Civil rights violations within the workplace can result in substantial costs to companies, including fines and penalties, legal costs, costs related to absenteeism, reduced productivity, challenges recruiting, and distraction of leadership. A company’s failure to properly manage its workforce can have significant ramifications, jeopardizing relationships with customers and other partners.

A public report such as the one requested would assist shareholders in assessing whether the Company is improving its workforce management.

[1] https://www.goldmansachs.com/investor-relations/corporate-governance/corporate-governance-documents/report-on-review-of-arbitration-program.pdf

[2] https://www.census.gov/quickfacts/fact/table/US/PST045222

[3] https://www.goldmansachs.com/our-commitments/sustainability/2022-people-strategy-report/multimedia/report.pdf

[4] https://www.goldmansachs.com/our-commitments/sustainability/sustainable-finance/documents/reports/2020-sustainability-report.pdf?source=website

Resolution Details

Company:

Goldman Sachs Group Inc.

Year:

2024

Issue Area:

Climate Change, Corporate Governance, Inclusiveness

Focus Area:

Proxy Voting Disclosure

Status:

Filed

Resolution Text

RESOLVED: Shareowners request that the Board of Directors initiate a review of both Goldman Sachs Asset Management’s 2023 proxy voting record and proxy voting policies related to diversity and climate change, prepared at reasonable cost, omitting proprietary information.

SUPPORTING STATEMENT: Proponents suggest the review include the following among other topics:

Any misalignment of the company’s policy and voting record with the goals of the Paris Agreement, industry initiatives of which Goldman Sachs is part and its own stated policies.
A comparison with the voting record of other major investment firms and mutual funds
Recommendations for strengthening voting guidelines on climate-related issues.

Goldman Sachs Asset Management (GSAM) is a respected global financial services leader providing multiple investment options for clients addressing environmental, social and governance (ESG) topics.

GSAM understands the materiality of climate risk and its negative impact on companies and the economy, however our voting record on climate-related proposals has dropped dramatically putting us far behind many other investment firms. According to ShareAction’s 2022 ranking of the top 68 managers[1] voting record on 252 shareholder proposals , GSAM ranked 59th of 68 asset managers assessed, supporting only 35% of overall proposals, and only 56% of environmental resolutions. And in 2023 GSAM votes declined further on climate and racial justice resolutions, for example voting for only 4 climate resolutions out of 65 (according to NPX filings of S&P 500 companies provided by Diligent).

This proxy voting record seems inconsistent with GSAM’s membership in several investing initiatives:

The Principles for Responsible Investment, a global investor network representing more than $120 trillion in assets urges investors to vote on ESG issues and “prioritize addressing systemic sustainability issues”[2].
Climate Action 100+, an investor initiative urging the world’s largest greenhouse gas emitters to reduce emissions consistent with the Paris Agreement, flags votes for its members; Goldman lagged peers, voting for only 3 of 20 flagged proposals[3].

When voting GSAM looks primarily at near-term risk created for a specific company. Such an approach is shortsighted and fails to acknowledge a multitude of physical and transition-related risks.

In addition, proxy voting that appears to ignore the full scope of climate risks creates reputational and business risk for the company, especially with global clients committed to ESG and concerned about the broader economic impact of climate change.

Similarly, we believe diversity issues are of material importance to companies and investors. For years Goldman Sachs has affirmed its commitment to diversity. But the proxy voting record on diversity and inclusion issues did not reflect GSAM’s stated positions on diversity, another concerning misalignment.

We further believe it is GSAM’s fiduciary responsibility to consider the impacts of climate and diversity risks on both portfolio companies and portfolios as a whole and vote accordingly. Thus, we request this special review.

[1] https://shareaction.org/reports/voting-matters-2022.

[2]https://www.unpri.org/download?ac=13269

[3] https://www.climateaction100.org/approach/proxy-season/

Resolution Details

Company:

Goldman Sachs Group Inc.

Year:

2023

Issue Area:

Human Rights & Worker Rights

Focus Area:

Workplace Equity

Status:

Vote

Vote Percentage:

30.00%

Resolution Text

Resolved: James McRitchie of CorpGov.net and other shareholders, requests the Golden Sachs Group, Inc. (“Company” or “Golden Sachs”) report annually on unadjusted median and adjusted pay gaps across race and gender globally and/or by country, where appropriate, including associated policy, reputational, competitive, and operational risks, and risks related to recruiting and retaining diverse talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation strategy, and legal compliance information.

Racial/gender pay gaps are the difference between non-minority and minority/male and female median earnings expressed as a percentage of non-minority/male earnings.

Supporting Statement: Pay inequities persist across race and gender. They pose substantial risks to companies and society. Black workers’ hourly median earnings represent 64% of white wages. Median income for women working full time is 83% of that of men.[1] Intersecting race, Black women earn 63%, Native women 60%, and Latina women 55%.[2] At the current rate, women will not reach pay equity until 2059, Black women 2130, and Latina women 2224.[3]

Citigroup estimated closing minority and gender wage gaps 20 years ago could have generated 12 trillion dollars in additional national income.[4] PwC estimates closing the gender pay gap could boost OECD economies by $2 trillion annually.[5] Actively managing pay equity is linked to superior stock performance and return on equity.[6]

Best practice includes:
1. unadjusted median pay gaps, assessing equal opportunity to high-paying roles,
2. statistically adjusted gaps, assessing whether minorities and non-minorities, men and women, are paid the same for similar roles.

Over 20 percent of the 100 largest U.S. employers currently report adjusted gaps, and an increasing number of companies disclose unadjusted gaps to address the structural bias women and minorities face regarding job opportunity and pay.[7] Golden Sachs reports neither.

Racial and gender unadjusted median pay gaps are accepted as the valid way of measuring pay inequity by the United States Census Bureau, Department of Labor, OECD, and International Labor Organization.[8] The United Kingdom and Ireland mandate disclosure of median pay gaps, and the United Kingdom is considering racial pay reporting.

An annual report adequate for investors to assess performance could integrate base, bonus and equity compensation to calculate:
• percentage median and adjusted gender pay gap, globally and/or by country
• percentage median and adjusted racial/minority/ethnicity pay gap, U.S. and/or by country

[1] https://www.nationalpartnership.org/our-work/resources/economic-justice/fair-pay/americas-women-and-the-wage-gap.pdf

[2] https://www.aauw.org/app/uploads/2021/09/AAUW_SimpleTruth_2021_-fall_update.pdf

[3] https://iwpr.org/iwpr-publications/quick-figure/the-gender-pay-gap-1985-to-2020-with-forecast-for-achieving-pay-equity-by-race-and-ethnicity/

[4] https://ir.citi.com/NvIUklHPilz14Hwd3oxqZBLMn1_XPqo5FrxsZD0x6hhil84ZxaxEuJUWmak51UHvYk75VKeHCMI%3D

[5] https://www.pwc.com/hu/en/kiadvanyok/assets/pdf/women-in-work-2021-executive-summary.pdf

[6] https://www.mckinsey.com/capabilities/people-and-organizational-performance/our-insights/promoting-gender-parity-in-the-global-workplace ; https://www.issgovernance.com/file/publications/ISS-ESG-Gender-Diversity-Linked-to-Success.pdf

[7] https://diversiq.com/which-sp-500-companies-disclose-gender-pay-equity-data/

[8]https://static1.squarespace.com/static/5bc65db67d0c9102cca54b74/t/622f4567fae4ea772ae60492/1647265128087/Racial+Gender+Pay+Scorecard+2022+-+Arjuna+Capital.pdf

Right of Shareholders to Call Special Meetings

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