"We don't want to engage after the fact, we want to be able to deal with the issues by listening and engaging ahead of time," said John F.W. Rogers, chief of staff and secretary to Goldman's board of directors. "We believe this approach has been very productive."
A representative for Needmor Fund, whose proposal received the support of just 5.64 percent of Goldman shareholders voting last year, said Goldman is moving in the right direction. For instance, the bank now issues periodic statements about its lobbying activities and political spending, and has an ongoing dialogue with shareholders about the disclosures.
"In light of their strong policy on political spending, as well as their partial disclosure on lobbying, investors decided not to pursue the lobbying resolution for this year," said Timothy Smith of Walden Asset Management, who represented Needmor in discussions with Goldman.
The steps Goldman has taken have gone over well with shareholders, Smith said. This year its proxy has just one shareholder proposal, down from four in 2013.
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Goldman's private discussions with a variety of shareholder groups—whose concerns can range from return-on-equity to climate change—have allowed the bank to escape public-relations headaches and underscore its effort to repair its image. It had often been portrayed in the media and by critics as the poster child for Wall Street greed in the aftermath of the financial crisis.
The other big banks facing lobbying proposals argue in their proxies that they already disclose enough. They also say boards and management teams review lobbying activities and political spending regularly to ensure all of it is in the best interest of shareholders.
Morgan Stanley, for instance, bolstered its disclosures on lobbying in the corporate governance section of its web site and on its proxy after learning this year that it would face a lobbying proposal for the first time, people familiar with the matter said.
Like Goldman, Morgan Stanley said it does not use corporate money for elections and that its political and lobbying activities are subject to oversight by its management and board of directors. But unlike Goldman, the bank did not reach out to its critics—in this case the American Federation of State, County and Municipal Employees (AFSCME), which is pursuing the proposal on Morgan Stanley's proxy this year.
"We would like them to do more," John Keenan, AFSCME corporate governance analyst, said of Morgan Stanley, including disclosing its trade association memberships and what it might pay to those groups.
In its proxy proposal, AFSCME says: "Transparent reporting would reveal whether company assets are being used for objectives contrary to Morgan Stanley's long-term interests."
Goldman's actions show that "listening to shareholders can be beneficial to both shareholders and the companies," said Courteney Keatinge, senior environmental, social and governance analyst at the proxy advisory firm Glass Lewis & Co. Proposals related to lobbying and political spending have been the most popular kind for the past three years, she said.