Securities Regulation Daily Wrap Up, PROXIES—Goldman Sachs receives SEC approval for proxy voting instruction program, (Sep 28, 2026)

By John Filar Atwood

The program is similar to Exxon’s controversial retail voting program that allows shareholders to choose to have their shares voted according to management’s recommendations rather than go unvoted.

Like Exxon Mobil before it, Goldman Sachs has gotten approval from the SEC to implement a program to allow retail investors to direct that their shares be voted according to the wishes of Goldman’s board rather than allow the shares to go unvoted. Goldman designed the program to be similar to Exxon’s, which is currently the subject of a class action lawsuit, with certain additional features intended to enhance participation. The SEC’s Division of Corporation Finance okayed the program, subject to certain conditions outlined in its no-action letter to Goldman.

Controversy. Exxon received approval from the SEC last September and its program immediately encountered resistance from various industry groups. As You Sow and the Interfaith Center On Corporate Responsibility attempted to have the no-action letter rescinded, saying that the legislative history of the proxy regulations were designed to ensure that shareholders would not be blindsided by managements seeking to perpetuate themselves through misuse of the proxy system. The City of Hollywood Police Officers’ Retirement System filed a lawsuit against Exxon and its directors claiming a breach of fiduciary duty and painting Exxon’s voting program as an attempt to “weaponize a largely disengaged body of retail shareholders” for the purpose of silencing shareholders whose views may not align with those of the company.

Goldman called Exxon’s program “an important advancement for retail investors” that affords greater efficiency in exercising voting rights without a reduction in the protections afforded by the Exchange Act proxy rules. It argued in its request letter that the program is one that Goldman shareholders want. In particular, the company said that current employees and certain partner alumni hold a notable amount of Goldman’s outstanding common shares, and they have often provided feedback that they would welcome the ability to provide a standing voting instruction.

Goldman’s program. Goldman’s voting instruction program (VIP) will be available to retail investors at no cost and will allow them to choose to have their voting instructions apply to all matters, or to all matters except contested director elections or any acquisition, merger or divestiture transaction that, under applicable state law or stock exchange rules, requires approval of Goldman shareholders.

Retail investors may opt out of the program and cancel their voting instructions by 1) changing their selection through the information set forth in the enrollment communications, 2) changing their selection through the information set forth in an annual opt-out reminder, or 3) sending an email to the company. Cancellation will apply to any meetings for which Goldman has not yet filed a definitive proxy statement. Retail investors may override the vote instruction they provide by voting using the proxy materials they receive for the meeting.

Staff position and conditions. The CorpFin staff agreed not to recommend Commission action under 1934 Act Rules 14a-3(a), 14a-4(d)(2), 14a-4(d)(3), 14a-4(f), or 14a-12(a) with respect to the VIP. In reaching its position, the staff noted in particular that:

• participating retail investors will continue to receive a definitive proxy statement before or at the same time as such investors receive a proxy card or a voting instruction form for each annual or special meeting of Goldman shareholders;

• participating retail investors may at no cost opt out of the VIP to cancel their voting instructions for future meetings or override their standing voting instructions and cast their own votes (or provide their own voting instructions) with respect to any proposal at any annual or special meeting of shareholders for which Goldman has filed a definitive proxy statement by using the proxy materials they receive for the relevant meeting;

• participating retail investors will receive, at a minimum, annual reminders of their enrollment in the VIP, the voting instructions they have selected, their ability to opt-out to cancel their voting instructions for future meetings, and their ability to override their standing voting instructions by voting using the proxy materials they receive for the relevant meeting;

• Goldman’s communications to current employees will not state, imply, or otherwise suggest that enrollment in the VIP is a condition to employment or partnership. Enrollment in the VIP will have no bearing on compensation or advancement potential, and Goldman will implement reasonable measures designed to prevent the abuse or misuse of current employee VIP enrollment status; and

• Goldman will disclose the VIP on its website and in its proxy statements filed subsequent to the launch of the program.

Goldman did not seek no-action relief with respect to whether the enrollment communications involve the “solicitation” of proxies as defined in Rule 14a-1(l). Based on its discussions with the SEC staff, Goldman understands that the enrollment communications do involve the “solicitation” of proxies, which is why Goldman will file with the Commission the relevant VIP materials, including the applicable enrollment communications, under cover of Schedule 14A pursuant to Rule 14a-12(b).

Companies: Goldman Sachs Group, Inc.; Exxon Mobil Corp.

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