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): December 10, 2021
GreenSky, Inc.
(Exact name of registrant as specified in its charter)
Registrant’s telephone number, including area code: (678) 264-6105
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:
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
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:
Set forth below are the voting results for the Merger Proposal.
As a result, GreenSky’s stockholders approved the Merger Proposal.
Set forth below are the voting results for the Non-Binding Compensation Proposal.
As a result, GreenSky’s stockholders approved the Non-Binding Compensation Proposal.
SIGNATURES
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.
Date: December 10, 2021