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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

  

CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

      

   

Date of Report (Date of earliest event reported): February 26, 2025

Commission File Number: 001-14965

The Goldman Sachs Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware    13-4019460

(State or other jurisdiction of

incorporation or organization)

   

(IRS Employer

Identification No.)

200 West Street, New York, N.Y.    10282
(Address of principal executive offices)    (Zip Code)

(212) 902-1000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class    Trading
Symbol		   

Exchange

on which

registered

Common stock, par value $.01 per share    GS    NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series A    GS PrA    NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series C    GS PrC    NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series D    GS PrD    NYSE
5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II    GS/43PE    NYSE
Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital III    GS/43PF    NYSE
Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notes due March 2031 of GS Finance Corp.    GS/31B    NYSE
Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notes due May 2031 of GS Finance Corp.    GS/31X    NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Effective February 26, 2025, The Goldman Sachs Group, Inc. (the Registrant) appointed KC McClure as an independent member of the Registrant’s Board of Directors. Ms. McClure has also been appointed to each of the Registrant’s Audit, Corporate Governance and Nominating, and Risk Committees, effective April 1, 2025.

In addition, John Waldron, President and Chief Operating Officer, was appointed as a member of the Registrant’s Board, effective February 26, 2025. Mr. Waldron is not independent and will not serve on any of the Board’s committees. Mr. Waldron will not receive any additional compensation in connection with this Board role.

A copy of the Registrant’s press release relating to this director appointment is being furnished as Exhibit 99.1 to this Current report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is furnished as part of this Current Report on Form 8-K:

 

99.1    Press release of the Registrant, dated February 26, 2025.

The following exhibits are filed as part of this Current report on Form 8-K:

 

101    Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language).
104    Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    THE GOLDMAN SACHS GROUP, INC.
          (Registrant)
Date: February 26, 2025     By:  

/s/ Kathryn H. Ruemmler

     

Name: Kathryn H. Ruemmler

Title:   Chief Legal Officer and General Counsel

Exhibit 99.1

The Goldman Sachs Group, Inc. | 200 West Street | New York, New York 10282

KC MCCLURE AND JOHN WALDRON JOIN GOLDMAN SACHS BOARD OF DIRECTORS

NEW YORK, February 26, 2025 — The Board of Directors of The Goldman Sachs Group, Inc. (NYSE: GS) today announced the appointment of KC McClure as an independent director of the Board, effective immediately. Following her retirement from Accenture, Ms. McClure will also become a member of each of the Board’s Audit, Governance and Risk Committees on April 1, 2025.

Ms. McClure served as Chief Financial Officer of Accenture plc from January 2019 to November 2024 and is currently serving as Senior Finance Advisor until her retirement at the end of March 2025. During her nearly 37-year career with Accenture, Ms. McClure served in various roles of increasing seniority, including as Head of Investor Relations (September 2010 – November 2016), Finance Director – Communications, Media & Technology Group (December 2016 – May 2018) and Managing Director, Finance Operations (June 2018 – January 2019).

The Board also announced the appointment of John Waldron, President and Chief Operating Officer, to the Board, effective immediately. Mr. Waldron is not independent and will not be a member of any of the Board’s committees.

“We are excited to welcome both KC and John to our Board,” said David Solomon, Chairman and Chief Executive Officer of Goldman Sachs. “KC gained exceptional experience during her tenure with Accenture, including helping to lead their strategic transformation and reorganization, which will benefit our Board and management team. In John’s new capacity as a director, he will provide important insights into how we are driving execution priorities across the firm to create and sustain long-term value for our shareholders.”

“KC has deep and learned expertise in finance and operations of a large, global public company. Her appointment furthers the breadth and depth of skills represented on our Board and I know we will benefit significantly from her experience,” said David Viniar, Lead Director. “John’s deep understanding of the firm, our businesses and the broader industry as well as his strong engagement with clients around the world will further enhance his contributions to our Board as a director.”

###

Goldman Sachs is a leading global financial institution that delivers a broad range of financial services to a large and diversified client base that includes corporations, financial institutions, governments and individuals. Founded in 1869, the firm is headquartered in New York and maintains offices in all major financial centers around the world.

 

 

Media Contact: Tony Fratto      Investor Contact: Jehan Ilahi
Tel: 212-902-5400      Tel: 212-902-0300
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Document and Entity Information
Feb. 26, 2025
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Security Exchange Name NYSE
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Document And Entity Information [Line Items]  
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Security Exchange Name NYSE
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Document And Entity Information [Line Items]  
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Security Exchange Name NYSE
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Trading Symbol GS PrD
Security Exchange Name NYSE
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Document And Entity Information [Line Items]  
Security 12b Title 5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II
Trading Symbol GS/43PE
Security Exchange Name NYSE
Floating Rate Normal Automatic Preferred Enhanced Capital Securities Of Goldman Sachs Capital Iii [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital III
Trading Symbol GS/43PF
Security Exchange Name NYSE
Series F Medium Term Notes Callable Fixed And Floating Rate Notes Due March 2031 Of GS Finance Corp [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notes due March 2031 of GS Finance Corp.
Trading Symbol GS/31B
Security Exchange Name NYSE
Series F Medium Term Notes Callable Fixed And Floating Rate Notes Due May 2031 Of GS Finance Corp [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notes due May 2031 of GS Finance Corp.
Trading Symbol GS/31X
Security Exchange Name NYSE
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