Goldman seeks to block shareholder vote on independent chairman

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Published January 23, 2013

| Reuters

Goldman Sachs Group Inc wants to block a shareholder vote on a proposal to require an independent chairman, trying to halt the latest effort to split the CEO and chairman positions held by Lloyd Blankfein.

Last year, the New York investment bank headed off a similar proposal from another group by appointing a lead independent director on the board.

Beverly O'Toole, Goldman Sachs associate general counsel, sent a letter to the U.S. Securities and Exchange Commission on January 16 seeking permission to exclude the shareholder proposal from the annual proxy, calling it "inherently vague and indefinite."

CtW Investment Group, which works with union pension funds with more than $200 billion in assets, submitted the resolution in December. The group's proposal called for a board policy requiring the chairman to be a director who has not previously been the CEO and who is independent of management.

Shareholders will vote on proposals included in the proxy filing at the company's annual stockholder meeting.

CtW could not immediately be reached for comment. The SEC and Goldman Sachs declined to comment.

Last March, the American Federation of State, County and Municipal Employees dropped its proposal to split the posts after Goldman agreed to alter its board structure to create a lead independent director, who among other things would be in charge of evaluating the CEO's performance.

In recent years, a number of banks have faced shareholder proposals to split the chairman and CEO positions, in hopes of creating more checks and balances on top management.

The resolutions have produced mixed results. In 2009, former Bank of America Corp CEO Ken Lewis lost his chairmanship after shareholders approved such a proposal. Wells Fargo & Co shareholders last year voted down such a resolution.

(Reporting By Rick Rothacker in Charlotte, North Carolina; Editing by David Gregorio)

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