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)

June 7, 2024

 

ALPHABET INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-37580		61-1767919
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1600 Amphitheatre Parkway

Mountain View, CA 94043

(Address of principal executive offices, including zip code)

(650) 253-0000

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.001 par value		GOOGL		Nasdaq Stock Market LLC
				(Nasdaq Global Select Market)
Class C Capital Stock, $0.001 par value		GOOG		Nasdaq Stock Market LLC
				(Nasdaq Global Select Market)

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. ☐

 

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of Alphabet Inc. (“Alphabet”) held on June 7, 2024 (the “2024 Annual Meeting”), Alphabet’s stockholders voted on fourteen proposals as set forth below, all of which are described in detail in Alphabet’s definitive proxy statement on Form 14A filed with the U.S. Securities and Exchange Commission on April 26, 2024 (the “2024 Proxy Statement”). Holders of the shares of Class A common stock were entitled to one vote per share held as of the close of business on April 9, 2024 (the “Record Date”) and holders of the shares of Class B common stock were entitled to ten votes per share held as of the Record Date. Holders of the shares of Class A common stock and holders of the shares of Class B common stock voted together as a single class on all matters (including the election of directors) submitted to a vote of stockholders at the 2024 Annual Meeting. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.

1. The individuals listed below were elected at the 2024 Annual Meeting to serve as directors of Alphabet until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified:

 

Director Nominee		For		Against		Abstentions		Broker Non-Votes
Larry Page		12,400,507,912		247,959,437		3,988,926		584,773,150
Sergey Brin		12,400,675,664		247,747,348		4,033,263		584,773,150
Sundar Pichai		12,463,917,269		183,878,409		4,660,597		584,773,150
John L. Hennessy		10,506,960,562		2,133,340,772		12,154,941		584,773,150
Frances H. Arnold		11,172,122,754		1,474,814,286		5,519,235		584,773,150
R. Martin “Marty” Chávez		12,555,102,460		91,221,825		6,131,990		584,773,150
L. John Doerr		10,910,364,774		1,735,826,984		6,264,517		584,773,150
Roger W. Ferguson Jr.		12,500,632,560		145,773,092		6,050,623		584,773,150
K. Ram Shriram		10,988,363,051		1,657,829,583		6,263,641		584,773,150
Robin L. Washington		10,933,643,709		1,708,372,427		10,440,139		584,773,150

2. The ratification of the appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was approved. There were no broker non-votes on this matter.

 

For		Against		Abstentions
12,902,023,738		329,291,800		5,913,887

 

 

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3. A stockholder proposal regarding “Bylaw amendment: stockholder approval of director compensation” was not approved.

 

For		Against		Abstentions		Broker Non-Votes
76,397,228		12,547,705,720		28,353,327		584,773,150

4. A stockholder proposal regarding an EEO policy risk report was not approved.

 

For		Against		Abstentions		Broker Non-Votes
28,683,052		12,587,699,628		36,073,595		584,773,150

5. A stockholder proposal regarding a report on electromagnetic radiation and wireless technologies risks was not approved.

 

For		Against		Abstentions		Broker Non-Votes
103,784,542		12,493,375,195		55,296,538		584,773,150

6. A stockholder proposal regarding a policy for director transparency on political and charitable giving was not approved.

 

For		Against		Abstentions		Broker Non-Votes
35,754,406		12,597,275,138		19,426,731		584,773,150

7. A stockholder proposal regarding a report on climate risks to retirement plan beneficiaries was not approved.

 

For		Against		Abstentions		Broker Non-Votes
462,115,889		11,814,630,531		375,709,855		584,773,150

8. A stockholder proposal regarding a lobbying report was not approved.

 

For		Against		Abstentions		Broker Non-Votes
1,927,513,885		10,628,195,314		96,747,076		584,773,150

 

 

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9. A stockholder proposal regarding equal shareholder voting was not approved.

 

For		Against		Abstentions		Broker Non-Votes
3,957,900,469		8,675,994,919		18,560,887		584,773,150

10. A stockholder proposal regarding a report on reproductive healthcare misinformation risks was not approved.

 

For		Against		Abstentions		Broker Non-Votes
811,397,714		11,784,118,483		56,940,078		584,773,150

11. A stockholder proposal regarding AI principles and Board oversight was not approved.

 

For		Against		Abstentions		Broker Non-Votes
934,927,468		11,693,251,050		24,277,757		584,773,150

12. A stockholder proposal regarding a report on generative AI misinformation and disinformation risks was not approved.

 

For		Against		Abstentions		Broker Non-Votes
2,222,509,279		10,395,758,258		34,188,738		584,773,150

13. A stockholder proposal regarding a human rights assessment of AI-driven targeted ad policies was not approved.

 

For		Against		Abstentions		Broker Non-Votes
2,342,253,100		10,275,882,466		34,320,709		584,773,150

14. A stockholder proposal regarding a report on online safety for children was not approved.

 

For		Against		Abstentions		Broker Non-Votes
1,788,616,887		10,768,198,081		95,641,307		584,773,150

 

 

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SIGNATURE

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.

 

						ALPHABET INC.
June 13, 2024
						/s/ Kathryn W. Hall
						Kathryn W. Hall
						Assistant Secretary

 

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