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):

December 18, 2014

 

 

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

(d) On December 18, 2014, The Goldman Sachs Group, Inc. (the Registrant) appointed each of Mark A. Flaherty and Mark O. Winkelman as independent members of the Registrant’s Board of Directors, effective December 18, 2014. Each of Messrs. Flaherty and Winkelman has also been appointed to each of the Registrant’s Audit, Risk and Corporate Governance, Nominating and Public Responsibilities Committees. With the appointments of Messrs. Flaherty and Winkelman, the Registrant’s Board consists of fourteen directors.

A copy of the Registrant’s press release relating to these director appointments is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for 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 December 19, 2014.


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: December 19, 2014     By:  

/s/ Gregory K. Palm

    Name:   Gregory K. Palm
    Title:   Executive Vice President and General Counsel


Exhibit 99.1

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

 

LOGO

MARK FLAHERTY AND MARK WINKELMAN JOIN GOLDMAN SACHS

BOARD OF DIRECTORS

NEW YORK, December 19, 2014 — The Board of Directors of The Goldman Sachs Group, Inc. (NYSE: GS) today announced the appointments of Mark A. Flaherty and Mark O. Winkelman as independent directors of the firm, effective December 18. The appointments of Messrs. Flaherty and Winkelman expand the Board to 14 directors, 11 of whom are independent directors. Messrs. Flaherty and Winkelman will both be members of each of the Board’s Audit, Risk and Corporate Governance, Nominating and Public Responsibilities committees.

“We are very fortunate to have Mark Flaherty and Mark Winkelman join our board,” said Lloyd C. Blankfein, Chairman and CEO. “Mark Flaherty’s more than two decades of experience in investment management is a valuable addition to our board. Having helped lead one of the largest institutional investors in the world, Mark has a deep and varied understanding of many of the issues our board regularly manages. Mark Winkelman has worked in a variety of different capacities in the capital markets and has demonstrated exceptional judgment, market knowledge and risk management during the course of his career. Our board will benefit immensely from his understanding of global markets and economies. I appreciate their willingness to serve on our board of directors.”

Mr. Flaherty is retired from Wellington Management Company, an investment management company, where he served as vice chairman from 2011 to 2012, director of global investment services from 2002 to 2012 and partner and senior vice president from 2001 to 2012. Prior to joining Wellington, from 1991 to 1999 Mr. Flaherty worked at Standish, Ayer and Wood, an investment management company, serving variously over the course of his tenure as a director of equity trading, a partner and an executive committee member, and from 1987 to 1991 Mr. Flaherty served as director of equity trading at Aetna, a diversified healthcare benefit company. Mr. Flaherty is a member of the boards of trustees of Providence College and The Newman School. Mr. Flaherty is a graduate of Providence College.

Mr. Winkelman currently serves on the board of directors of Anheuser-Busch InBev, including on its audit and finance committees. Mr. Winkelman served as operating partner of J.C. Flowers & Co., a private investment firm focusing on the financial services industry, from 2006 to 2008. Mr. Winkelman also worked in various positions at Goldman Sachs, including as a member of the Management Committee, co-head of the fixed income division and head of the J. Aron Division, having joined the firm in 1978 and retired in 1994. Prior to that, Mr. Winkelman was a senior investment officer at The World Bank from 1974 to 1978. Mr. Winkelman serves as a trustee on the board of the University of Pennsylvania, and is chairman of the board of Penn Medicine. Mr. Winkelman is a graduate of Erasmus University in the Netherlands and received an MBA from The Wharton School at the University of Pennsylvania.

###

The Goldman Sachs Group, Inc. is a leading global investment banking, securities and investment management firm that provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals. Founded in 1869, the firm is headquartered in New York and maintains offices in all major financial centers around the world.

 

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