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Goldman Shareholders Elect 10 Directors, Approve Say On Pay

By Liz Moyer Of DOW JONES NEWSWIRES NEW YORK -(Dow Jones)- Shareholders of Goldman Sachs Group Inc. (GS) voted to elect 10 board members and approved executive compensation at a protester-free annual meeting on Thursday. The shareholders also voted against three shareholder proposals concerning compensation, cumulative voting and lobbying expenses. The meeting, at Goldman's Jersey City offices across the Hudson River from its lower Manhattan headquarters, was unmarred by protests held recent annual meetings for rival banks including Morgan Stanley (MS). Members of Occupy Wall Street had planned to attend Goldman's meeting, according to a notice on the group's event calendar. But protesters were not visibly present outside the building where the meeting was held nor in the meeting room itself. A handful of people saying they were part of Occupy Wall Street, huddled in a Subway sandwich shop down the road from the Goldman building, said they were chased away from the sidewalks around the building by security guards. Goldman's Chairman and Chief Executive Lloyd Blankfein, President and Chief Operating Officer Gary Cohn, and several other senior executives and board nominees took mostly friendly questions from shareholders, with topics ranging from board diversity to European exposure to new regulations. A couple of shareholders questioned the naming of Michele Burns, chief executive of the Retirement Policy Center, to the board's audit committee based on her board membership of Wal-Mart Stores Inc (WMT). Blankfein defended her. Goldman's top executives have been on a campaign to polish up the firm's image though they haven't prevented major blowups from continuing to happen. Earlier this year, a London-based employee quit and published an opinion column in The New York Times lambasting the firm's culture as "toxic and destructive." And before that, a chancery court judge in Delaware strongly rebuked Goldman's advisory work for a client in a deal in which Goldman had an ownership stake on the other side. Goldman's headline prominence has faded in the wake of more recent problems elsewhere. J. P. Morgan Chase & Co. (JPM) continues to draw intense scrutiny for a $2 billion trading loss in its chief investment office. And Morgan Stanley and Nasdaq OMX Group Inc. (NDAQ) are feeling the heat over Facebook Inc.'s (FB) initial public offering, which has been marred by trading glitches and a slumping share price. Blankfein, appearing on live television last month for the first time in two years, said he wanted the public to have a better understanding of the firm's business. "It occurred to us that we haven't gotten everything right with respect to how we've dealt with the public," he said on CNBC. Goldman has worked with shareholder activist groups to get them to withdraw proxy proposals on sensitive topics like splitting Blankfein's roles and chairman and chief executive and pay clawbacks. The firm agreed to name an independent lead director of its board after striking a deal with the American Federation of State, County and Municipal Employees, an influential union that had sought to split the roles of chairman and CEO. It also got New York City's Comptroller, who oversees the state pension funds, to drop a clawback proposal after agreeing to clarify its policies to include putting managers on the line when actions by employees expose the firm to substantial financial or legal liabilities. The $6 billion Sequoia Fund fought the re-election of James Johnson to Goldman's board. Johnson, the chairman of the board's compensation committee, was singled out by Sequoia in a letter to its investors earlier this year as having been associated with several firms that went through corporate governance "debacles," including Fannie Mae (FNMA), KB Home (KBH) and United Healthcare. He was one of the 10 board nominees elected by shareholders on Thursday. -By Liz Moyer, Dow Jones Newswires; 212-416-2512; liz.moyer@dowjones.com; Twitter: @lizmoyer

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