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GREENSKY, INC.

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GREENSKY, INC. : Submission of Matters to a Vote of Security Holders (form 8-K)

12/10/2021 | 05:24pm EDT

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 10, 2021, GreenSky, Inc., a Delaware corporation ("GreenSky"), held a virtual special meeting of its stockholders (the "Special Meeting") to vote on the proposals identified in the definitive proxy statement of GreenSky prepared in connection with the Mergers (as defined below), which also constitutes a prospectus of The Goldman Sachs Group, Inc., a Delaware corporation ("GS Group"), filed with the U.S. Securities and Exchange Commission on November 9, 2021 (as supplemented on December 3, 2021), which was first mailed to GreenSky's stockholders on November 9, 2021.

As of the close of business on November 2, 2021, the record date for the Special Meeting (the "Record Date"), there were 184,233,171 shares of GreenSky common stock issued and outstanding and entitled to vote at the Special Meeting, consisting of 92,135,984 shares of GreenSky Class A common stock, par value $0.01 per share (the "Class A Common Stock"), and 92,097,187 shares of GreenSky Class B common stock, par value $0.001 per share (the "Class B Common Stock", and together with the Class A Common Stock, the "Common Stock"). On each matter properly brought before the Special Meeting, each holder of Class A Common Stock was entitled to one vote per share of Class A Common Stock and each holder of Class B Common Stock was entitled to ten votes per share of Class B Common Stock, in each case, held on the Record Date. The Class A Common Stock and Class B Common Stock voted as a single class on all matters.

70.15% of all of the shares of issued and outstanding Common Stock entitled to vote were represented either virtually or by proxy at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting. The tables below detail the voting results for each proposal:

1. Proposal to adopt the Agreement and Plan of Merger, dated as of September 14,

   2021 (as amended or otherwise modified from time to time, the "Merger
   Agreement"), by and among GS Group, Goldman Sachs Bank USA, a bank organized
   under the laws of the State of New York ("GS Bank"), Glacier Merger Sub 1,
   LLC, a Delaware limited liability company and wholly owned subsidiary of GS
   Bank ("Merger Sub 1"), Glacier Merger Sub 2, LLC, a Georgia limited liability
   company and wholly owned subsidiary of GS Bank ("Merger Sub 2"), GreenSky and
   GreenSky Holdings, LLC, a Georgia limited liability company and subsidiary of
   GreenSky ("GreenSky Holdings"), and thereby approve the merger of
   (i) GreenSky with and into Merger Sub 1 (the "Company Merger"), with Merger
   Sub 1 surviving the Company Merger as a wholly owned subsidiary of GS Bank,
   and (ii) Merger Sub 2 with and into GreenSky Holdings (the "Holdings Merger"
   and together with the Company Merger, the "Mergers"), with GreenSky Holdings
   surviving the Holdings Merger as a subsidiary of GS Bank and Merger Sub 1
   (the "Merger Proposal").


Set forth below are the voting results for the Merger Proposal.

 Votes For    Votes Against   Abstentions   Broker Non-Votes
710,491,840      271,864         4,070             0


As a result, GreenSky's stockholders approved the Merger Proposal.

2. Proposal to approve, by advisory (non-binding) vote, the compensation that

    may be paid or become payable to the named executive officers of GreenSky in
    connection with the consummation of the Mergers (the "Non-Binding
    Compensation Proposal").



Set forth below are the voting results for the Non-Binding Compensation
Proposal.

 Votes For    Votes Against   Abstentions   Broker Non-Votes
704,635,617     2,993,934      3,138,223           0


As a result, GreenSky's stockholders approved the Non-Binding Compensation Proposal.

3. In connection with the Special Meeting, GreenSky also solicited proxies with

   respect to the adjournment of the Special Meeting from time to time, if
   necessary or appropriate, to solicit additional proxies in favor of the
   Merger Proposal if there are insufficient votes at the time of such
   adjournment to approve such proposal (the "Adjournment Proposal"). As there
   were sufficient votes at the time of the Special Meeting to approve the
   Merger Proposal, the Adjournment Proposal was unnecessary and such proposal
   was not submitted to the GreenSky stockholders for approval at the Special
   Meeting.


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© Edgar Online, source Glimpses

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