Attached files
| file | filename |
|---|---|
| EX-3.1 - EX-3.1 - GOLDMAN SACHS GROUP INC | d60653dex31.htm |
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):
October 23, 2015
THE GOLDMAN SACHS GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | No. 001-14965 | No. 13-4019460 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 200 West Street New York, New York |
10282 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 902-1000
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)) |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 23, 2015, the Board of Directors (the “Board”) of The Goldman Sachs Group, Inc. (the “Company”) adopted amendments to the Company’s Amended and Restated By-Laws, (as so amended, the “By-Laws”) to add a new Section 1.12 and make certain other technical and conforming revisions.
Section 1.12 of the By-Laws permits a stockholder or a group of up to fifteen stockholders, owning continuously for at least three years shares of the Company’s common stock representing an aggregate of at least three percent of outstanding shares of common stock, to nominate and include in the Company’s annual meeting proxy materials directors constituting up to the greater of two individuals or twenty percent of the Board provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the By-Laws and the Company receives notice of such nominations between one hundred and fifty and one hundred and twenty days prior to the anniversary date of the previous year’s annual proxy materials mailing.
The foregoing summary is qualified in its entirety by reference to the By-Laws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated in this Item 5.03 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 3.1 | Amended and Restated By-Laws of The Goldman Sachs Group, Inc., amended as of October 23, 2015. |
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: October 28, 2015 | By: | /s/ Gregory K. Palm | ||||
| Name: | Gregory K. Palm | |||||
| Title: | Executive Vice President and General Counsel | |||||