8-K

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):

June 27, 2019

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $.01 per share	GS	NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series A	GS PrA	NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.20% Non-Cumulative Preferred Stock, Series B	GS PrB	NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series C	GS PrC	NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series D	GS PrD	NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of 5.50% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J	GS PrJ	NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K	GS PrK	NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.30% Non-Cumulative Preferred Stock, Series N	GS PrN	NYSE
5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II	GS/43PE	NYSE
Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital III	GS/43PF	NYSE
Medium-Term Notes, Series A, Index-Linked Notes due 2037 of GS Finance Corp.	GCE	NYSE Arca
Medium-Term Notes, Series B, Index-Linked Notes due 2037	GSC	NYSE Arca
Medium-Term Notes, Series E, Index-Linked Notes due 2028 of GS Finance Corp.	FRLG	NYSE Arca

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Item 8.01 Other Events.

On June 27, 2019, The Goldman Sachs Group, Inc. (the Registrant) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed as part of this Current Report on Form 8-K:

99.1    Press release of the Registrant, dated June 27, 2019

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: June 27, 2019	By:	/s/ Karen P. Seymour
		Name: Karen P. Seymour
		Title:   Executive Vice President and General Counsel

EX-99.1

Exhibit 99.1

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

GOLDMAN SACHS STATEMENT ON PROPOSED CAPITAL ACTIONS

NEW YORK, June 27, 2019 – The Goldman Sachs Group, Inc. (NYSE: GS) today announced

that the Federal Reserve Board did not object to its CCAR 2019 capital plan, which includes up

to $8.8 billion of capital return beginning in the third quarter of 2019 and ending in the second

quarter of 2020. The capital plan provides for up to $7.0 billion in repurchases and $1.8 billion in

total common stock dividends, including an increase in the firm’s common stock dividend from

$0.85 to $1.25 per share in the third quarter of 2019 (subject to approval by the Board of

Directors). The firm may elect to execute a portion or all of the proposed capital actions based

on, among other things, its capital position and capital deployment opportunities.

“The opportunity to increase capital return to our shareholders reflects the financial strength of

the firm,” said David M. Solomon, Chairman and Chief Executive Officer. “We are pleased

to have the ability to increase our common stock dividend while pursuing our strategic growth

initiatives. Through our capital plan and the reinvestment in our business, we remain committed

to driving long-term shareholder returns.”

Cautionary Note on Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking
statements are not historical facts, but instead represent only the firm’s beliefs regarding future
events, many of which, by their nature, are inherently uncertain and outside the firm’s control. It
is possible that the firm’s actual capital actions may differ, possibly materially, from those
permitted by its 2019 capital plan. For a discussion of some of the risks and important factors
that could affect the firm’s future results and financial condition, as well as its actual capital
actions, see “Risk Factors” in Part I, Item 1A of the firm’s Annual Report on Form 10-K for the
year ended December 31, 2018.

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
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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Media Contact: Jake Siewert Tel: +1 212 902 5400 Investor Contact: Heather Kennedy Miner Tel: +1 212 902 0300