Goldman Sachs Files 2026 Proxy Statement With Say-on-Pay Material

Goldman Sachs filed its definitive proxy statement with the Securities and Exchange Commission on March 19, setting up a shareholder vote on a ballot that includes 13 director elections, an advisory say-on-pay resolution on CEO David Solomon's compensation, PricewaterhouseCoopers' reappointment as auditor, and four shareholder proposals the board is recommending against.

Solomon's total annual compensation came in at $47 million, largely performance-based through performance stock units and a carried interest program. That figure will be the centerpiece of the advisory say-on-pay vote at the 2026 Annual Meeting of Shareholders, scheduled for Wednesday, April 29. For analysts and associates reading the compensation discussion carefully, the proxy also reflects broader talent pressures the firm is navigating: throughout 2024 and into the current cycle, the board and Compensation Committee evaluated competitive threats for talent that Goldman Sachs faces, including from alternative asset management firms, hedge funds, and others beyond the traditional banking sector.

For the 2025 fiscal year, the firm reported net revenues of $58.3 billion, pre-tax earnings of $21.9 billion, and EPS of $51.32, with return on equity of 15.0% and total shareholder return of 57%. Those numbers frame the board's argument for the compensation levels it is asking shareholders to ratify.

The meeting itself will be held in person at Salt Lake City, with a record date of March 2, 2026. Specifically, the proxy directs shareholders to the Goldman Sachs offices at 111 South Main Street, 14th Floor, Salt Lake City, Utah 84111, at 8:30 a.m. Mountain Time (10:30 a.m. Eastern). An audio webcast will be available for those who cannot attend in person; the proxy statement posted to the firm's investor relations site on March 20 contains full attendance and voting instructions.

One thread worth watching heading into April 29: beginning in fall 2024 and over the course of 2025, Goldman's Lead Director, Compensation Committee Chair, and investor relations team participated in more than 120 meetings representing over 45% of shares outstanding, and shareholders expressed particular focus on the board's decision to grant retention awards to Solomon and President John Waldron in January 2025. Certain shareholders conveyed that off-cycle awards should be granted only in exceptional circumstances, though the board concluded that modifications to the executive compensation program are not warranted at this time. That tension between institutional shareholder pressure and the board's position on retention pay is what makes this year's say-on-pay vote more than a formality.

Beyond the say-on-pay resolution and director elections, shareholders will also vote on ratifying PwC as auditor, plus four shareholder proposals covering special meeting thresholds, charitable giving disclosure, an energy metric, and lobbying transparency, all of which the board recommends voting against.

Separately, Goldman Sachs BDC, Inc., a distinct entity from The Goldman Sachs Group, Inc., filed its own proxy statement dated April 2, 2025, for a virtual annual meeting held May 28, 2025 at 10:00 a.m. Eastern Time. That filing is unrelated to the Group-level 2026 proxy and governs the business development company's separate shareholder base. Shareholders with questions about the BDC proxy can reach the company at (866) 896-7420 or by mail at 200 West Street, New York, New York 10282.

The full 2026 proxy statement for The Goldman Sachs Group, Inc. and the firm's 2025 Annual Report are both available for download through Goldman Sachs's investor relations site, where the filings were posted March 20.