Summary of GOLDMAN SACHS GROUP INC

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

(a) The Annual Meeting of Shareholders of The Goldman Sachs Group, Inc. was held on May 24, 2012.

(b) The results of the matters submitted to a shareholder vote at the annual meeting were as follows:

1. Election of Directors: Our shareholders elected the following ten directors to each serve a one-year term expiring on the date of the 2013 annual meeting of shareholders or until his or her successor has been duly chosen and qualified.

                            For            Against          Abstain        Broker Non-Votes
  Lloyd C. Blankfein     326,075,987       12,069,272         877,124             64,882,380

  M. Michele Burns       334,251,822        3,990,657         779,904             64,882,380

  Gary D. Cohn           332,813,773        5,538,322         670,288             64,882,380

  Claes Dahlbäck         334,767,446        3,491,236         763,701             64,882,380

  Stephen Friedman       333,581,166        4,726,409         714,808             64,882,380

  William W. George      334,882,969        3,404,379         735,035             64,882,380

  James A. Johnson       283,574,506       48,776,433       6,671,444             64,882,380

  Lakshmi M. Mittal      330,929,423        7,497,818         595,142             64,882,380

  James J. Schiro        335,159,231        3,221,033         642,119             64,882,380

  Debora L. Spar         335,289,878        2,618,842       1,113,663             64,882,380

2. Advisory Vote to Approve Executive Compensation (Say on Pay): Our shareholders approved the say on pay proposal.

For Against Abstain Broker Non-Votes 318,810,962 17,138,047 3,073,374 64,882,380

3. Ratification of Appointment of Independent Registered Public Accounting Firm:
Our shareholders ratified the selection of PricewaterhouseCoopers LLP as our independent auditors for the year ended December 31, 2012.

For Against Abstain 400,240,580 3,130,180 534,003

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4. Shareholder Proposal Regarding Cumulative Voting: Our shareholders did not approve this proposal.

For Against Abstain Broker Non-Votes 81,215,546 256,861,603 945,234 64,882,380

5. Shareholder Proposal Regarding Executive Compensation and Long-Term Performance: Our shareholders did not approve this proposal.

For Against Abstain Broker Non-Votes 58,513,624 275,738,782 4,769,977 64,882,380

6. Shareholder Proposal Regarding Lobbying Expenditures: Our shareholders did not approve this proposal.

For Against Abstain Broker Non-Votes 25,208,282 275,526,519 38,287,582 64,882,380

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