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SEC Denies Goldman Request to Drop Independent Chairman Proposal

March 08, 2013

Goldman Sachs Group Inc. (GS:US), the sixth- largest U.S. bank by assets, can’t omit a shareholder proposal calling for an independent chairman from its annual meeting, the Securities and Exchange Commission said.

The SEC’s Office of Chief Counsel said it didn’t agree with Goldman Sachs’s claim that the proposal was “inherently vague or indefinite,” according to a letter dated March 5 that was posted today on the agency’s website. The proposal says that the bank must appoint a chairman that’s independent of management whenever possible.

Chief Executive Officer Lloyd C. Blankfein, 58, has also held the chairman role since he took the firm’s helm in 2006. That’s similar to the structure at Morgan Stanley (MS:US) and JPMorgan Chase & Co., while Bank of America (BAC:US) Corp. and Citigroup Inc. have separate roles.

Proposals that call for an independent chairman at other public companies have received more than 30 percent of votes supporting the measures, CtW Investment Group, which submitted the proposal, said in a letter to the SEC in January. It cited data from Institutional Shareholder Services.

Goldman Sachs awarded Blankfein $21 million in compensation for 2012 performance, the highest amount since 2007. The firm had a 10.7 percent return on equity last year, and the shares rose 41 percent.

To contact the reporter on this story: Michael J. Moore in New York at

To contact the editor responsible for this story: David Scheer at

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