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ALPHABET INC.

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Notice of 2020 Annual Meeting of Stockholders and Proxy Statement

1600 Amphitheatre Parkway Mountain View, California 94043 (650) 253-0000 DEAR STOCKHOLDERS We are pleased to invite you to participate in our 20202022 Annual Meeting of Stockholders (Annual Meeting) to be held on Wednesday, June 3, 20201, 2022, at 9:00 a.m., Pacific Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all stockholders regardless of location.

Alphabet stockholders of Class A or Class B common stock (or their proxy holders) as of the close of business on April 7, 2020, the record date, April 5, 2022 (Record Date), can participate in and vote at our Annual Meeting by logging in withvisiting www.virtualshareholdermeeting.com/GOOGL22 and entering the 16-digit control number foundincluded in the box marked by the arrow for postal mail recipients of theyour Notice of Internet Availability of Proxy Materials (Notice), voting instruction form, or the proxy card, or within the body of the email for electronic delivery recipients, at www.virtualshareholdermeeting.com/GOOGL20.card. All others may view the Annual Meeting through our Investor Relations YouTube channel at www.youtube.com/c/AlphabetIR.

Further details regarding participation in the Annual Meeting and the business to be conducted are described in the Notice you received in the mail and in this proxy statement. We have also made available a copy of our 20192021 Annual Report to Stockholders (Annual Report) with this proxy statement. We encourage you to read our Annual Report. It includes our audited financial statements and provides information about our business.

We have elected to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. We are constantly focused on improving the ways people connect with information, and believe that providing our proxy materials over the Internet increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact of our Annual Meeting. If you want more information, please see the Questions and Answers section of this proxy statement or visit the 20202022 Annual Meeting section of our Investor Relations website at www.abc.xyz/https://abc.xyz/investor/other/annual-meeting/.

Your vote is important. Whether or not you plan to participate in the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction form. Please review the instructions on each of your voting options described in this proxy statement, as well as in the Notice you received in the mail.

Thank you for your ongoing support of, and continued interest in, Alphabet. Sincerely, SUNDAR PICHAI CHIEF EXECUTIVE OFFICER JOHN L. HENNESSY CHAIRMAN OF THE BOARD OF DIRECTORS APRIL 24, 2020

Sincerely,

SUNDAR PICHAI	JOHN L. HENNESSY
CHIEF EXECUTIVE	CHAIR OF THE
OFFICER	BOARD OF DIRECTORS
APRIL 22 , 2022

	LETTER FROM THE CHAIR OF THE BOARD OF DIRECTORS

LETTER FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS

Dear Fellow Stockholders, As I am writing

Over the past two years, I’ve written to you all as Chair of the Alphabet Board against the backdrop of a global pandemic and a world that often seems like it’s changing faster than usual. During this period, our world is gripped byBoard has worked closely with Sundar and management to execute on the COVID-19 global pandemic. There’scompany’s mission to organize the world’s information and make it universally accessible and useful. This mission has never been more important.

Throughout Alphabet, I’m proud of how our teams have shown resilience and weathered the volatility of recent years, supporting each other while providing services that have helped people around the world. Our Board has spent a lot of uncertainty about what our lives will look like when this is all over, which is scary for everyone. That’s why I find it especially important to find opportunities for optimism, and we should all take pride that Alphabet’s response to this crisis has been a source of support and hope for people around the globe. Your company has rallied to help people in numerous ways. Google’s services are keeping people informed and connected; GSuite and Chromebooks are helping adults to work and children to learn; the company has major efforts to support small businesses and nonprofits; it is helping people looking for accurate and trustworthy answers to their questions. Beyond this, we’re investing in mask production to help health care workers on the front lines, and Verily has been rolling out a testing service in the Bay Area and beyond. We’re particularlytime focused on activelyour workforce, including supporting our own workforce in this difficult time, including our extended workforce and caregivers – like parents who need moreemployees through the pandemic, transitioning to new flexible working arrangements, at this time. All told, it’s been truly inspiringand making sure that inclusion is central to watchall we do as a company. To support our ongoing oversight in these areas, the Board’s Leadership Development, Inclusion and Compensation Committee has expanded its purview to oversee issues of human capital management, diversity and inclusion, workplace environment and safety, and corporate culture.

Sustainability is another area on which our Board has engaged deeply. There is incredible momentum behind the company’s bold commitments and work focused on climate and energy, particularly Google’s carbon-free moonshot. Our efforts will have an impact far beyond the four walls of our company step up— particularly as we become the computing platform of choice for organizations and companies that are seeking ways to meetmove towards a historically great challenge withcarbon-neutral future.

As someone who has worked in the ingenuity, integrityfields of computer science and creative problem-solving we were built on. Our response has been driven and overseenacademia for more than 50 years, I’m continually impressed by the Googlescientific and technical advances that Alphabet CEO, Sundar. This past year, Larrycontinues to make and Sergey left their postsnever more so than this year. Alphabet remains among the leading investors in R&D in the world, and that investment supports the company’s position as a leader in areas such as search, video, cloud computing and more. In fields like artificial intelligence (AI), quantum computing, self-driving cars, and biotechnology, Alphabet is making breakthroughs that advance science, provide benefits to society, and contribute to the sustained long-term growth of our business.

As we help guide and oversee the company’s progress in these areas, our Board is truly privileged to draw on seasoned leaders and visionary technologists, including Google’s founders, who together bring broad knowledge, deep experience and specialized expertise. In addition to our regularly scheduled Board meetings and quarterly sessions with management, our directors frequently engage with management to provide additional insight and guidance on matters of Alphabetstrategic importance to our company. Leaders at the company are receptive and responsive to the Board’s engagement and value the perspectives and engagement our directors bring.

As we continue to review and provide oversight of all these important matters, our Board and our company benefit tremendously from the input and feedback from employees, stockholders, and our broader stakeholders. We appreciate and value this dialogue and the Board appointed Sundar to lead us into the future (Larry and Sergey remain involved as founders and Board members). Obviously, we all owe a huge debt of gratitude to Larry and Sergey for building this company with the vision and inventiveness that made us what we are today, 22 years afterinsight it all started. I am also very excited to see where Sundar takes us going forward. The Alphabet structure allows us to have a portfolio of different businesses with different time horizons, while also allowing us to set up independent companies that can raise money from outside investors, which Other Bets like Waymo and Verily have successfully done. As our company builds technologies that improve the lives of people everywhere, the Board continues our commitment to making sure everything we do is ethical, fair, and responsible, serving the best interests of our users, employees, and stockholders at all times. Over the past year, the Board has overseen the company’s initiatives in a number of important areas: Ethical use of technology: The benefits of technological progress lately have come with some negative unintended side effects, generating questions about the ethics and responsibilities of those of us working in this industry. We’ve dedicated ourselves to doing what we can to mitigate some of the consequences of bad actors using technology for harmful ends. For example, we have strengthened YouTube’s content policies, leading to more removals of hate speech, supremacist content, while also elevating authoritative sources. We have given people improved ways to control and remove their data when they use Google’s services. Our AI Principles were created to guide the ethical use of AI, helping to ensure that AI technology is deployed in a manner that is safe, accountable, minimizes bias, and generates societal benefit. In one case, we’ve collaborated with independent experts using the UN’s Guiding Principlesprovides.

Finally, on Business and Human Rights as a framework, to assess new products’ potential impact on human rights.

•Improving our workplace: We’re constantly working to ensure our employees are treated fairly, compensated equitably, and that substantiated claims of misconduct are dealt with firmly. Over the last year, Google eliminated the requirement of arbitration for employment claims, giving claimants broader leeway in how they bring about their complaints. Our latest pay-equity report included the highest-ever percentage of Googlers (93%) and led to more than $5 million in pay adjustments. We continue to build on our commitment to hire, retain, and equitably compensate the most diverse and inclusive workforce possible. •Championing sustainability: We are focused on sustainability across all of our products and services. We’ve been a carbon-neutral company since 2007, and in 2019, we made the largest corporate purchase of renewable energy in the world. Compared with five years ago, our data centers now deliver around seven times as much computing power with the same amount of electrical power, and we're applying machine learning to drive energy efficiency even further. We also implemented a program that offsets the carbon emissions from shipping for any product you buy on Google Shopping or any Made by Google hardware. This is by no means an exhaustive list; they’re just some of the ways we are creating an Alphabet built with transparency, care, and integrity, as top priorities. As a Board, we realize that you have placed your trust in us to help lead Alphabet into the future, and to do so in a way that makes you proud not just of what we do, but how we do it. We cherish that trust, and look forward to working with you to make sure we’re all building the best possible company, together. On behalf of the Board, of Directors, we look forwardI would like to workingthank Alan Mulally, who is not seeking re-election to our Board at this Annual Meeting, for his dedicated service and the insights and contributions he has brought since joining in 2014. Along with my fellow directors, I’m incredibly optimistic about Alphabet’s future and am grateful for the trust you and serving you,have placed in the yearsus. We will continue to come. Thank you for your support and feedback. build a company that makes us all proud.

Very truly yours, JOHN L. HENNESSY CHAIRMAN OF THE BOARD OF DIRECTORS

JOHN L. HENNESSY CHAIR OF THE BOARD OF DIRECTORS

NOTICE of 2020 Annual Meeting of Stockholders WEDNESDAY, JUNE 3, 2020 9:00 a.m., Pacific Time

WEDNESDAY, JUNE 1, 2022 9:00 a.m., Pacific Time

VIRTUAL MEETING

Alphabet stockholders of Class A or Class B common stock (or their proxy holders) as of the close of business on April 7, 2020, the record date,5, 2022 can participate in and vote at ourthe Annual Meeting by logging in withvisiting www.virtualshareholdermeeting.com/GOOGL22 and entering the 16-digit control number foundincluded in the box marked by the arrow for postal mail recipients of theyour Notice, voting instruction form, or the proxy card, or within the body of the email for electronic delivery recipients, at www. virtualshareholdermeeting.com/GOOGL20.card. All others may view the Annual Meeting through our Investor Relations YouTube channel at www.youtube.com/c/AlphabetIR.

ITEMS OF BUSINESS 1. To elect eleven members of the Board of Directors of Alphabet (the Board of Directors) to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified. 2. To ratify the appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2020. 3. To approve an amendment to Alphabet’s Amended and Restated 2012 Stock Plan to increase the share reserve by 8,500,000 shares of Class C capital stock. 4. To approve, on an advisory basis, compensation awarded to named executive officers. 5. To consider and vote upon the stockholder proposals set forth in the proxy statement, if properly presented. 6. To consider such other business as may properly come before the meeting.

1.	To elect ten members of our Board of Directors (our Board) to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified.
2.	To ratify the appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
3.	To approve an amendment to Alphabet’s 2021 Stock Plan to increase the share reserve by 4,000,000 shares of Class C capital stock.
4.	To approve an amendment to Alphabet’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares.
5.	To consider and vote upon the stockholder proposals set forth in the proxy statement, if properly presented.
6.	To consider such other business as may properly come before the meeting.

By order of the Board of Directors, Sundar Pichai Chief Executive Officer John L. Hennessy Chairman

Sundar Pichai Chief Executive Officer	John L. Hennessy Chair of the Board of Directors

Vote in Advance of the Meeting
	INTERNET Vote your shares at www.proxyvote.com. Have your Notice, voting instruction form, or proxy card for the 16-digit control number needed to vote.			BY TELEPHONE Call toll-free number 1-800-690-6903.			BY MAIL Sign, date, and return your proxy card in the enclosed envelope
Vote Online During the Meeting
	INTERNET See page 107 for details on voting your shares during the Annual Meeting through www.virtualshareholdermeeting.com/GOOGL22.

ALPHABET•  2022 PROXY STATEMENT     AND VOTE IN ONE OF FOUR WAYS: Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, or other holder of record to see which voting methods are available to you. Vote in Advance of the Meeting INTERNET Visit the website on your proxy card BY TELEPHONE Call the telephone number on your proxy card BY MAIL Sign, date, and return your proxy card in the enclosed envelope Vote Online During the Meeting INTERNET See page 85 for details on voting your shares during the Annual Meeting through www.virtualshareholdermeeting.com/GOOGL20 This Notice of 2020 Annual Meeting of Stockholders, proxy statement, and form of proxy card are being distributed and made available on or about April 24, 2020. In this proxy statement, the words “Alphabet,” the “company,” “we,” “our,” “ours,” “us,” and similar terms refer to Alphabet Inc. and its consolidated subsidiaries, unless the context indicates otherwise, and the word “Google” refers to Google LLC, a wholly owned subsidiary of Alphabet.5

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF

ALPHABET•  2022 PROXY MATERIALS STATEMENT     6

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

This proxy statement and our 20192021 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, are2021, will be available at https://abc.xyz/investor/other/annual-meeting/.

ALPHABET•  2022 PROXY STATEMENT     7

INCORPORATION BY REFERENCE

INCORPORATION BY REFERENCE

To the extent that this proxy statement has been or will be specifically incorporated by reference into any other filing of Alphabet under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (Exchange Act), the sections of this proxy statement titled “Report of the Audit and Compliance Committee of the Board of Directors” (to the extent permitted by the rules of the U.S. Securities and Exchange Commission (SEC)) and “Executive Compensation—Leadership Development, Inclusion and Compensation Committee Report” shall not be deemed to be so incorporated, unless specifically stated otherwise in such filing.

2020

This proxy statement includes references to websites, website addresses, and additional materials, including reports and blogs, found on those websites. The content of any websites and materials named, hyperlinked, or otherwise referenced in this proxy statement are not incorporated by reference into this proxy statement on Schedule 14A or in any other report or document we file with the SEC, and any references to such websites and materials are intended to be inactive textual references only.

ALPHABET•  2022 PROXY STATEMENT     SUMMARY 8

2022 PROXY STATEMENT SUMMARY

THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION CONTAINED ELSEWHERE IN THIS PROXY STATEMENT. THIS SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU SHOULD CONSIDER, AND YOU SHOULD READ THE ENTIRE PROXY STATEMENT CAREFULLY BEFORE VOTING. ——ANNUAL MEETING OF STOCKHOLDERS Time

Over the past year, we remained focused on delivering helpful services for users and Date: Virtual Meeting Access: Record Date: 9:00 a.m., Pacific Time,partners, as well as on Wednesday, June 3, 2020 Alphabet stockholders (or their proxy holders) can participatedriving innovation for long-term growth. We achieved significant successes in our knowledge and vote atinformation products, including Search, Maps, and YouTube, advances in AI across our Annual Meeting by loggingsoftware and hardware, growth in our Cloud Platform, and other important developments in privacy and cybersecurity and sustainability, among many other achievements. We also continued to build our partner ecosystem, which helps accelerate our growth, and to invest in Other Bets, which strengthen our long-term growth prospects and opportunities to serve a wider range of customers.

The graphs below match our Class A and Class C’s cumulative 5-year total stockholder returns on common stock and capital stock, respectively, with the 16-digit control number foundcumulative total returns of the S&P 500 index, the NASDAQ Composite index, and the RDG Internet Composite index. The graphs track the performance of a $100 investment in our common stock and capital stock, respectively, and in each index (with the reinvestment of all dividends) from December 31, 2016 to December 31, 2021. The returns shown are based on historical results and are not intended to suggest future performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

ALPHABET INC. CLASS A CAPITAL STOCK

Among Alphabet Inc., the S&P 500 Index,
the NASDAQ Composite Index and the RDG Internet Composite Index

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

ALPHABET INC. CLASS C COMMON STOCK

Among Alphabet Inc., the S&P 500 Index,
the NASDAQ Composite Index and the RDG Internet Composite Index

*$100 invested on 12/31/16 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.

Copyright© 2022 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.

ALPHABET•  2022 PROXY STATEMENT     9

Our Board believes that having a mix of directors with complementary qualifications, expertise, experience, backgrounds, and attributes is essential to meeting its multifaceted oversight responsibilities, representing the best interests of our stockholders, and providing practical insights and diverse perspectives.

Our Director Nominees

ALPHABET•  2022 PROXY STATEMENT     10

The following table provides summary information about each director nominee⁽¹⁾ as of April 5, 2022.

				Director Since				Membership on Standing Committees								Other Public Boards(3)
Name		Age				Independent		ACC		LDICC(2)		NCGC		EC
Larry Page Co-Founder		49		1998												0
Sergey Brin Co-Founder		48		1998												0
Sundar Pichai Chief Executive Officer, Alphabet and Google		49		2017												0
John L. Hennessy (Chair) Former President of Stanford University		69		2004												0
Frances H. Arnold Linus Pauling Professor of Chemical Engineering, Bioengineering and Biochemistry at California Institute of Technology		65		2019												1
L. John Doerr General Partner and Chairman of Kleiner Perkins		70		1999												3
Roger W. Ferguson Jr. Former President and Chief Executive Officer of TIAA		70		2016												3
Ann Mather Former Executive Vice President and Chief Financial Officer of Pixar		61		2005												4(4)
K. Ram Shriram Managing Partner of Sherpalo Ventures		65		1998												0
Robin L. Washington Former Executive Vice President and Chief Financial Officer of Gilead Sciences		59		2019												3

ACC	Audit and Compliance Committee
LDICC	Leadership Development, Inclusion and Compensation Committee
NCGC	Nominating and Corporate Governance Committee
EC	Executive Committee
	Committee Chair
	Audit Committee Financial Expert
(1)	Alan R. Mulally, who is currently serving on our Board and as a member of our Audit and Compliance Committee, is not a nominee for election at the Annual Meeting and his term as a director will end at the Annual Meeting.
(2)	In January 2022, our Board amended the charter of the Leadership Development and Compensation Committee, now the Leadership Development, Inclusion and Compensation Committee, giving it increased oversight on matters relating to Alphabet’s human capital management, including with respect to diversity and inclusion, workplace environment and safety, and corporate culture.
(3)	In July 2021, our Board amended the Corporate Governance Guidelines to reduce the maximum number of public company board memberships our directors can serve on from five to four, including membership on the Alphabet Board, effective July 15, 2022.
(4)	This includes Ann’s directorship at Arista Networks, Inc. In March 2022, Arista announced that Ann will not stand for re-election as a director at the end of her current term and intends to resign from its board of directors, effective as of the date of Arista’s 2022 annual meeting of stockholders.

ALPHABET•  2022 PROXY STATEMENT     11

Our corporate governance structure is designed to promote long-term stockholder value creation through the leadership and oversight provided by our thoughtfully and effectively composed Board. Our Board is committed to maintaining alignment with stockholder interests through our strong governance practices and by seeking and incorporating stockholder feedback that informs key areas of focus for our Board and the company each year.

For more detailed information on Alphabet’s corporate governance and risk oversight framework, see “Directors, Executive Officers, and Corporate Governance—Corporate Governance and Board Matters” beginning on page 28.

ALPHABET•  2022 PROXY STATEMENT     12

— ENVIRONMENTAL & SOCIAL HIGHLIGHTS

At Alphabet, we aim to build technology to help improve the lives of as many people as possible. In pursuing this goal, we develop products and services that we believe have a positive impact on the world and further the long-term interests of our business, stockholders, and stakeholders.

Our Board and its committees have oversight of environmental and social matters that are important to both our company and stakeholders. At the committee level, oversight of specific environmental and social topics is assigned to the relevant committees including:

The scale and breadth of our products, services, and operations provide us both an opportunity and a responsibility to manage our company in an environmentally and socially responsible way. Below we describe certain environmental and social topics that we believe are of interest to many of our stockholders and broader stakeholders, and that are important to driving value over the long-term.

Environmental Sustainability: We care deeply about sustainability, and we strive to build it into everything we do. Oversight of environmental sustainability primarily resides with our Audit and Compliance Committee, which reviews and discusses with management our risk exposures, including those related to environmental sustainability. Our environmental sustainability efforts are focused on three pillars: accelerating the transition to carbon-free energy and a circular economy, empowering everyone with technology, and benefiting the people and places where we operate. Highlights of our key achievements and ambitions include:

We track and provide transparent information and data on our environmental sustainability initiatives. Please see our Sustainability website for more information.

Diversity, Equity, and Inclusion (DEI): Building a world where progress, equitable outcomes, diversity, and inclusion can be realities is at the arrowheart of what we do — from how we build our products to how we build our workforce. We have deepened our efforts to drive meaningful change but we know there is more to be done. We have a responsibility to continue scaling our DEI initiatives, to ensure a workforce that is more representative of our users, a workplace that creates a sense of belonging for postal mail recipientseveryone, and to increase pathways to tech in the communities we call home.

We devote significant resources to assessing and identifying opportunities for continued improvement, and our Board plays an important role in elevating our focus. Our Leadership Development, Inclusion and Compensation Committee is charged with overseeing matters relating to our human capital management, including with respect to diversity and inclusion, workplace environment and safety, and corporate culture.

In 2020, we implemented a series of industry-leading principles and improvements that incorporated input from both employees and stockholders, including the Notice or the proxy card, or within the bodycreation of the email for electronic delivery recipients, at www. virtualshareholdermeeting.com/GOOGL20. April 7,a new DEI Advisory Council, which comprises internal senior executives and external DEI experts. We have also heightened our focus on promoting racial equity, including announcing in 2020 All others may view the Annual Meetinga series of racial equity commitments. We shared an update on our progress in 2021 and continue working to translate those efforts into lasting, meaningful change.

We report on our commitments, initiatives, and progress through our Investor RelationsDiversity Annual Report and also share publicly our Equal Employment Opportunity Report (EEO-1). Please see our Diversity and Racial Equity Commitments websites for more information.

Content Governance, Data Privacy, and Data Security: Ensuring proper use of our platforms and protecting the data privacy and security of our users is fundamental to maintaining our users’ trust and to ensuring our long-term business success. In service of this priority, our Audit and Compliance Committee has specific oversight of data privacy and security matters.

ALPHABET•  2022 PROXY STATEMENT     13

We are committed to promoting transparency across our platforms and provide detailed reporting at the company level and, where applicable, individual business level regarding our policies, programs, and performance including:

Public Policy and Lobbying: Our engagement with policymakers and regulators is guided by a commitment to ensuring our participation is always open, transparent, and clear to our users, stockholders, and the public. Our Nominating and Corporate Governance Committee and senior management review our corporate political policies and activities to ensure appropriate policies and practices are in place and serving the interest of stockholders.

Our lobbying, trade association, and political engagement policies and disclosures are the result of careful ongoing consideration and analysis by our management. Our U.S. Public Policy Transparency website provides robust and regularly updated disclosures on our public policy and lobbying activities, trade association participation, and other key elements of our approach to policy engagement.

Human Rights: At Alphabet, we are guided by internationally recognized human rights standards. We have a longstanding commitment to respecting the rights enshrined in the Universal Declaration of Human Rights and its implementing treaties, as well as to upholding the standards established in the United Nations Guiding Principles on Business and Human Rights and in the Global Network Initiative Principles.

Under the umbrella of our Human Rights Program, our senior management oversees the implementation of our civil rights and human rights work and provides relevant updates to our Audit and Compliance Committee. We maintain a human rights due diligence process, which includes human rights impact assessments and regular engagement and consultation with internal and external stakeholders on topics such as content policies and data governance. These engagements help us to identify, prioritize, and address existing and potential civil and human rights impacts as well as opportunities to improve our policies, practices, and services.

Our Human Rights website provides details on our commitments and outlines our approach to human rights.

Reporting and Transparency Update

In addition to the extensive reporting and transparency we provide on the topics discussed above, we are continually focused on evolving our Environmental, Social, and Governance (ESG) reporting to align with best practices and stockholder and stakeholder expectations. To that end, we expect to share in the upcoming months our first index of ESG disclosures mapped to the Sustainable Accounting Standards Board (SASB) and to the Task Force on Climate-Related Financial Disclosures (TCFD) framework. This builds on our longstanding practice of publicly reporting information across a broad range of ESG topics.

ALPHABET•  2022 PROXY STATEMENT     14

We design our executive officer compensation programs to attract and retain the world’s best talent, support Alphabet’s culture of innovation and performance, and align employee and stockholder interests.

For more detailed information on Alphabet’s executive compensation philosophy and practices, see “Compensation Discussion and Analysis” beginning on page 45.

ALPHABET•  2022 PROXY STATEMENT     15

Time and Date:		Virtual Meeting Access:		Record Date:
9:00 a.m., Pacific Time, on Wednesday, June 1, 2022		Alphabet stockholders (or their proxy holders) can participate in and vote at our Annual Meeting by visiting www.virtualshareholdermeeting.com/ GOOGL22 and entering the 16-digit control number included in the Notice, voting instruction form, or proxy card. All others may view the Annual Meeting through our Investor Relations YouTube channel at www.youtube.com/c/AlphabetIR.		April 5, 2022

Voting: Holders of Class A or Class B common stock as of the Record Date are entitled to vote. Each share of Class A common stock is entitled to one (1) vote with respect to each director nominee and one (1) vote with respect to each of the proposals to be voted on. Each share of Class B common stock is entitled to ten (10) votes with respect to each director nominee and ten (10) votes with respect to each of the proposals to be voted on. The holders of the shares of Class A common stock and Class B common stock are voting as a single class on all matters. Holders of Class C capital stock have no voting power as to any items of business that will be voted on at the Annual Meeting.

Participating in the Annual Meeting: This year’sOur Annual Meeting will be accessible through the Internet only. We have adopted a virtual format for our Annual Meeting to make participation accessible for stockholders from any geographic location with internet connectivity. We have worked to offer the same participation opportunities as were provided at the in-person portion of our past meetings while further enhancing the online experience available to all stockholders regardless of their location.

You are entitled to participate in the Annual Meeting only if you were a holder of Class A or Class B common stock as of the close of business on the Record Date or hold a valid proxy for the Annual Meeting. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/GOOGL20,GOOGL22, you must enter the 16-digit control number found in the box marked by the arrow for postal mail recipients of the Notice, voting instruction form, or the proxy card, or within the body of the email for electronic delivery recipients.

We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately 30 minutes before the Annual Meeting on June 3, 2020.1, 2022. If you have difficulty accessing the meeting, please call 1-800-586-15481-844-986-0822 (toll free) or 1-303-562-92881-303-562-9302 (international). We will have technicians available to assist you.

We will also make the Annual Meeting viewable to anyone interested through our Investor Relations YouTube channel at www.youtube.com/c/AlphabetIR.

Vote in Advance of the Meeting			Vote Online During the Meeting
	Vote your shares at www.proxyvote.com. Have your Notice, voting instruction form, or proxy card for the 16-digit control number needed to vote.			See page 107 for details on voting your shares during the Annual Meeting through www.virtualshareholdermeeting. com/GOOGL22
	Call toll-free number 1-800-690-6903.
	Sign, date, and return the enclosed proxy card or voting instruction form.

ALPHABET•  2022 PROXY STATEMENT     16

——VOTING MATTERS AND VOTE RECOMMENDATIONS Proposal Alphabet Board Voting Recommendation Page Reference (for more detail) MANAGEMENT PROPOSALS: (1) Election of eleven directors FOR each nominee 54 (2) Ratification of the appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2020 FOR 55 (3) An amendment to Alphabet’s Amended and Restated 2012 Stock Plan to increase the share reserve by 8,500,000 shares of Class C capital stock FOR 56 (4) Advisory vote to approve named executive officer compensation FOR 60 STOCKHOLDER PROPOSALS: (5) Stockholder proposal regarding equal shareholder voting AGAINST 62 (6) Stockholder proposal regarding a report on arbitration of employment-related claims AGAINST 64 (7) Stockholder proposal regarding the establishment of a human rights risk oversight committee AGAINST 66 (8) Stockholder proposal regarding non-binding vote on amendment of bylaws AGAINST 69 (9) Stockholder proposal regarding a report on sustainability metrics AGAINST 71 (10) Stockholder proposal regarding a report on takedown requests AGAINST 73 (11) Stockholder proposal regarding majority vote for election of directors AGAINST 75 (12) Stockholder proposal regarding a report on gender/racial pay equity AGAINST 77 (13) Stockholder proposal regarding the nomination of human rights and/or civil rights expert to the board AGAINST 79 (14) Stockholder proposal regarding a report on whistleblower policies and practices AGAINST 81 Vote in Advance of the Meeting Vote Online During the Meeting Vote your shares at www.proxyvote.com. Have your Notice of Internet Availability or proxy card for the 16-digit control number needed to vote. Call toll-free number 1-800-690-6903. Sign, date, and return the enclosed proxy card or voting instruction form. See page 85 for details on voting your shares during the Annual Meeting through www.virtualshareholdermeeting. com/GOOGL20

——CORPORATE GOVERNANCE We are committed to a corporate governance structure that promotes long-term stockholder value creation by providing effective leadership and Board of Directors composition while providing our stockholders with both the opportunity to provide direct feedback and key substantive rights to ensure accountability. Our Board of Directors believes that having a mix of directors with complementary qualifications, expertise, experience, and attributes is essential to meeting its oversight responsibility, representing the best interests of our stockholders, and providing practical insights and diverse perspectives. Effective Board Oversight Declassified Board with all members standing for election annually Independent Chairman of the Board, separate from Chief Executive Officer role Fully independent Audit Committee, Leadership Development and Compensation Committee, and Nominating and Corporate Governance Committee Diverse Board in terms of gender, race, experience, skills, and tenure Regular executive sessions of independent directors Annual Board and Committee evaluations Orientation and continuing education programs for directors Minimum stock ownership requirements for directors and executive officers

——2020 DIRECTOR NOMINEES The following table provides summary information about each director nominee as of April 24, 2020. Name Director Since Occupation Experience/Qualification Independent Membership on Standing Committees AC LDCC NCGC EC Larry Page 1998 Co-Founder Leadership, Technology, Global . Sergey Brin 1998 Co-Founder Leadership, Technology, Global Sundar Pichai 2017 Chief Executive Officer, Alphabet and Google Leadership, Technology, Global John L. Hennessy† 2004 Former President of Stanford University Leadership, Education, Technology . Frances H. Arnold 2019 Linus Pauling Professor of Chemical Engineering, Bioengineering and Biochemistry at California Institute of Technology Leadership, Education, Science L. John Doerr 1999 General Partner and Chairman of Kleiner Perkins Leadership, Technology, Finance, Global, Industry . Roger W. Ferguson, Jr. 2016 President and Chief Executive Officer of TIAA Leadership, Finance, Global Ann Mather 2005 Former Executive Vice President and Chief Financial Officer of Pixar Leadership, Finance . Alan R. Mulally 2014 Former Chief Executive Officer and President of Ford Motor Company Leadership, Finance, Global, Industry K. Ram Shriram 1998 Managing Partner of Sherpalo Ventures Leadership, Technology, Global, Industry Robin L. Washington 2019 Former Executive Vice President and Chief Financial Officer of Gilead Sciences Leadership, Technology, Finance, Global, Industry AC Audit Committee LDCC Leadership Development and Compensation Committee NCGC Nominating and Corporate Governance Committee EC Executive Committee . Committee Chairperson Audit Committee Financial Expert † Chairman of the Board of Directors ——AUDITORS We are asking our stockholders to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. Set forth below is summary information with respect to the fees paid or accrued by us for the audit and other services provided by Ernst & Young LLP during 2018 and 2019 (in thousands). 2018 ($) 2019 ($) Audit Fees 16,072 20,112 Audit-Related Fees 6,232 7,185 Tax Fees 4,377 1,944 Other Fees 764 608 Total Fees 27,445 29,848

——EXECUTIVE COMPENSATION ADVISORY VOTE Our Board of Directors recommends that stockholders vote to approve, on an advisory basis, the compensation paid to our named executive officers as described in this proxy statement, for the reasons below. Sound Program Design Best Practices in Executive Compensation We design our executive officer compensation programs to attract and retain the world’s best talent, support Alphabet’s culture of innovation and performance, and align employee and stockholder interests. We achieve our objectives through compensation that: Provides a competitive total pay opportunity Consists primarily of stock-based compensation, aligning executives’ interests with stockholders Enhances long-term focus through multi-year vesting of stock awards Does not encourage unnecessary and excessive risk taking Our leading practices include: Minimum stock ownership requirements No excessive perquisites (no executive-only club memberships or medical benefits) or tax gross-ups No employment contracts or change in control benefits A policy prohibiting pledging and hedging ownership of Alphabet stock No executive-only retirement programs

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ALPHABET•  2022 PROXY STATEMENT     18

Table of Contents

14ALPHABET• 2020 PROXY STATEMENT

4	MANAGEMENT AND STOCKHOLDER PROPOSALS	MANAGEMENT PROPOSALS TO BE VOTED ON	54
		PROPOSAL NUMBER 1 – ELECTION OF DIRECTORS	54
		PROPOSAL NUMBER 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	55
		PROPOSAL NUMBER 3 – APPROVAL OF AN AMENDMENT TO ALPHABET’S AMENDED AND RESTATED 2012 STOCK PLAN	56
		PROPOSAL NUMBER 4 – APPROVAL OF COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS	60
		STOCKHOLDER PROPOSALS	61
		PROPOSAL NUMBER 5 – STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING	62
		PROPOSAL NUMBER 6 – STOCKHOLDER PROPOSAL REGARDING A REPORT ON ARBITRATION OF EMPLOYMENT-RELATED CLAIMS	64
		PROPOSAL NUMBER 7 – STOCKHOLDER PROPOSAL REGARDING THE ESTABLISHMENT OF A HUMAN RIGHTS RISK OVERSIGHT COMMITTEE	66
		PROPOSAL NUMBER 8 – STOCKHOLDER PROPOSAL REGARDING NON-BINDING VOTE ON BYLAW AMENDMENTS	69
		PROPOSAL NUMBER 9 – STOCKHOLDER PROPOSAL REGARDING A REPORT ON SUSTAINABILITY METRICS	71
		PROPOSAL NUMBER 10 – STOCKHOLDER PROPOSAL REGARDING A REPORT ON TAKEDOWN REQUESTS	73
		PROPOSAL NUMBER 11 – STOCKHOLDER PROPOSAL REGARDING A MAJORITY VOTE FOR ELECTION OF DIRECTORS	75
		PROPOSAL NUMBER 12 – STOCKHOLDER PROPOSAL REGARDING A REPORT ON GENDER/RACIAL PAY EQUITY	77
		PROPOSAL NUMBER 13 – STOCKHOLDER PROPOSAL REGARDING THE NOMINATION OF HUMAN RIGHTS AND/OR CIVIL RIGHTS EXPERT TO THE BOARD	79
		PROPOSAL NUMBER 14 – STOCKHOLDER PROPOSAL REGARDING A REPORT ON WHISTLEBLOWER POLICIES AND PRACTICES	81
5	QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING	QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING	83
		PROXY MATERIALS	83
		VOTING INFORMATION	84
		PARTICIPATING IN THE ANNUAL MEETING	87
		STOCKHOLDER PROPOSALS, DIRECTOR NOMINATIONS, AND RELATED BYLAW PROVISIONS	88
APPENDIX A:ALPHABET INC. AMENDED AND RESTATED 2012 STOCK PLAN			A-1
INFORMATION CONCERNING ALPHABET’S ANNUAL MEETING OF STOCKHOLDERS			A-9

PROXY SUMMARY			9
	CORPORATE GOVERNANCE	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	21
		DIRECTORS AND EXECUTIVE OFFICERS	21
		CORPORATE GOVERNANCE AND BOARD MATTERS	28
		Board Meetings	28
		Board Leadership Structure	28
		Board Committees	28
		Director Independence	33
		Compensation Committee Interlocks and Insider Participation	33
		Consideration of Director Nominees	33
		Director Service on Outside Boards and Other Commitments	34
		Management Succession Planning	34
		Board’s Role in Risk Oversight	35
		Executive Sessions	35
		Outside Advisors	35
		Board Effectiveness, Board Annual Self-Assessment, Board Education	36
		Engagement	36
		Communications with our Board	37
		COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	38
		DELINQUENT SECTION 16(A) REPORTS	39
		CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	40
		RELATED PARTY TRANSACTIONS POLICY AND PROCEDURE	40
		RELATED PARTY TRANSACTIONS	41
	DIRECTOR AND EXECUTIVE COMPENSATION	DIRECTOR COMPENSATION	43
		BOARD COMPENSATION ARRANGEMENTS FOR NON-EMPLOYEE DIRECTORS	43
		DIRECTOR COMPENSATION FOR 2021	44
		EXECUTIVE COMPENSATION	45
		COMPENSATION DISCUSSION AND ANALYSIS	45
		Overview	45
		Section 1–Executive Summary	45
		Section 2–Determining Competitive Levels of Pay	46
		Section 3–Elements of Pay and Fiscal Year 2021 Pay Decisions	46
		Section 4–Other Compensation Information	48
		LEADERSHIP DEVELOPMENT, INCLUSION AND COMPENSATION COMMITTEE REPORT	50
		SUMMARY COMPENSATION TABLE	51
		GRANTS OF PLAN-BASED AWARDS IN 2021	52
		DESCRIPTION OF PLAN-BASED AWARDS	52
		OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR-END	53
		OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 2021	54
		POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	54
		ALPHABET CEO PAY RATIO	55
		EQUITY COMPENSATION PLAN INFORMATION	56

 

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	AUDIT MATTERS	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	57
		PRINCIPAL ACCOUNTANT FEES AND SERVICES	57
		AUDITOR INDEPENDENCE	57
		PRE-APPROVAL POLICIES AND PROCEDURES	58
		REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD OF DIRECTORS	59
	MANAGEMENT AND STOCKHOLDER PROPOSALS	MANAGEMENT PROPOSALS TO BE VOTED ON	60
		PROPOSAL NUMBER 1 – ELECTION OF DIRECTORS	60
		PROPOSAL NUMBER 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	61
		PROPOSAL NUMBER 3 – APPROVAL OF AN AMENDMENT TO ALPHABET’S 2021 STOCK PLAN	62
		PROPOSAL NUMBER 4 – APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES	66
		STOCKHOLDER PROPOSALS	67
		PROPOSAL NUMBER 5 – STOCKHOLDER PROPOSAL REGARDING A LOBBYING REPORT	70
		PROPOSAL NUMBER 6 – STOCKHOLDER PROPOSAL REGARDING A CLIMATE LOBBYING REPORT	72
		PROPOSAL NUMBER 7 – STOCKHOLDER PROPOSAL REGARDING A REPORT ON PHYSICAL RISKS OF CLIMATE CHANGE	74
		PROPOSAL NUMBER 8 – STOCKHOLDER PROPOSAL REGARDING A REPORT ON WATER MANAGEMENT RISKS	76
		PROPOSAL NUMBER 9 – STOCKHOLDER PROPOSAL REGARDING A RACIAL EQUITY AUDIT	78
		PROPOSAL NUMBER 10 – STOCKHOLDER PROPOSAL REGARDING A REPORT ON CONCEALMENT CLAUSES	81
		PROPOSAL NUMBER 11 – STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING	83
		PROPOSAL NUMBER 12 – STOCKHOLDER PROPOSAL REGARDING A REPORT ON GOVERNMENT TAKEDOWN REQUESTS	85
		PROPOSAL NUMBER 13 – STOCKHOLDER PROPOSAL REGARDING A HUMAN RIGHTS ASSESSMENT OF DATA CENTER SITING	87
		PROPOSAL NUMBER 14 – STOCKHOLDER PROPOSAL REGARDING A REPORT ON DATA COLLECTION, PRIVACY, AND SECURITY	89
		PROPOSAL NUMBER 15 – STOCKHOLDER PROPOSAL REGARDING ALGORITHM DISCLOSURES	91
		PROPOSAL NUMBER 16 – STOCKHOLDER PROPOSAL REGARDING MISINFORMATION AND DISINFORMATION	93
		PROPOSAL NUMBER 17 – STOCKHOLDER PROPOSAL REGARDING A REPORT ON EXTERNAL COSTS OF DISINFORMATION	96
		PROPOSAL NUMBER 18 – STOCKHOLDER PROPOSAL REGARDING A REPORT ON BOARD DIVERSITY	98
		PROPOSAL NUMBER 19 – STOCKHOLDER PROPOSAL REGARDING THE ESTABLISHMENT OF AN ENVIRONMENTAL SUSTAINABILITY BOARD COMMITTEE	100
		PROPOSAL NUMBER 20 – STOCKHOLDER PROPOSAL REGARDING A POLICY ON NON-MANAGEMENT EMPLOYEE REPRESENTATIVE DIRECTOR	102
		PROPOSAL NUMBER 21 – STOCKHOLDER PROPOSAL REGARDING A REPORT ON POLICIES REGARDING MILITARY AND MILITARIZED POLICING AGENCIES	104
	QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING	QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING	106
		PROXY MATERIALS	106
		VOTING INFORMATION	107
		PARTICIPATING IN THE ANNUAL MEETING	110
		STOCKHOLDER PROPOSALS, DIRECTOR NOMINATIONS, AND RELATED BYLAW PROVISIONS	111
	APPENDICES	APPENDIX A ALPHABET INC. AMENDED AND RESTATED 2021 STOCK PLAN	A-1
		APPENDIX B AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALPHABET INC. A DELAWARE CORPORATION	B-1
INFORMATION CONCERNING ALPHABET’S ANNUAL MEETING OF STOCKHOLDERS			B-11

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DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Corporate Governance Highlights

Our Board of Directors (our Board) is composed of highly experienced and diverse directors who have led, advised, and established leading global organizations and institutions. Our Board of Directors has taken a thoughtful approach to board composition to ensure that our directors have backgrounds that collectively add significant value to the strategic decisions made by the Companycompany and that enable them to provide oversight of management to ensure accountability to our stockholders. Our Board has endeavored to strike the right balance between long-term understanding of our business and fresh external perspectives, adding three new directors in the past five years, as well as ensuring the diversity of backgrounds and perspectives within the boardroom.

Our directors have extensive backgrounds as entrepreneurs, technologists, operational and financial experts, academics, scientists, investors, advisors, nonprofit board members, and government leaders. In addition, we have worked hard to strike the right balance between long-term understanding of our business and fresh external perspectives, adding four new directors in the past five years, as well as to ensure diversity of backgrounds and perspectives within the boardroom. Our Director Nominees Technology 7 Finance 6 Leadership 11 Global Business 9 Nonprofit Board 8 Independent Directors Gender & Ethnic Diverse Directors 73% Independent Non-Independent Gender & Ethnic Diverse 55%

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leaders ——DIRECTORS AND EXECUTIVE OFFICERS The names of our directors and executive officers and their ages, positions, and biographies as of December 31, 2019 are set forth below. Our executive officers are appointed by and serve at the discretion of our Board of Directors. There are no family relationships among any of our directors or executive officers. Name Age Position Larry Page 47 Co-Founder and Director Sergey Brin 46 Co-Founder and Director Sundar Pichai 47 Chief Executive Officer, Alphabet and Google, and Director John L. Hennessy 67 Chairman of the Board Frances H. Arnold 63 Director L. John Doerr 68 Director Roger W. Ferguson, Jr. 68 Director Ann Mather 59 Director Alan R. Mulally 74 Director K. Ram Shriram 62 Director Robin L. Washington 57 Director Ruth M. Porat 62 Senior Vice President, and Chief Financial Officer, Alphabet and Google David C. Drummond 56 Senior Vice President, Corporate Development, and Chief Legal Officer, Alphabet (retired January 2020) LARRY PAGE Director since: 1998 Co-Founder Larry Page is one of Google’s Co-Founders and has served as a member of our Board of Directors since its inception in September 1998, as Google’s Chief Executive Officer from April 2011 to October 2015, and as Alphabet’s Chief Executive Officer from October 2015 to December 2019. From July 2001 to April 2011, Larry served as Google’s President, Products. In addition, from September 1998 to July 2001, Larry served as Google’s Chief Executive Officer, and from September 1998 to July 2002, as Google’s Chief Financial Officer. Larry holds a Master of Science degree in computer science from Stanford University and a Bachelor of Science degree in engineering, with a concentration in computer engineering, from the University of Michigan. SERGEY BRIN Director since: 1998 Co-Founder Sergey Brin is one of Google’s Co-Founders and has served as a member of our Board of Directors since its inception in September 1998, as Google’s President from May 2011 to October 2015, and as Alphabet’s President from October 2015 to December 2019. From July 2001 to April 2011, Sergey served as Google’s President, Technology and Co-Founder. In addition, from September 1998 to July 2001, Sergey served as Google’s President and Chairman of Google’s Board of Directors. Sergey holds a Master of Science degree in computer science from Stanford University and a Bachelor of Science degree with high honors in mathematics and computer science from the University of Maryland at College Park.

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SUNDAR PICHAI Director since: 2017 Chief Executive Officer, Alphabet and Google Sundar Pichai, Chief Executive Officer of Alphabet since December 2019 and Google since October 2015, has served as a member of our Board of Directors since July 2017. Sundar previously served as Google’s Senior Vice President of Products from October 2014 to October 2015, and as Google’s Senior Vice President of Android, Chrome and Apps from March 2013 to October 2014. Since joining Google in April 2004, Sundar has held various positions, including Google’s Senior Vice President, Chrome and Apps; Senior Vice President, Chrome; and Vice President, Product Management. Prior to joining Google, Sundar worked in engineering and product management at Applied Materials, Inc., a semiconductor company, and in management consulting at McKinsey & Company, a management consulting firm. Sundar holds a Master of Science degree in materials science and engineering from Stanford University, a Master of Business Administration degree from The Wharton School of the University of Pennsylvania, and a Bachelor of Engineering degree with honors in metallurgical engineering from the Indian Institute of Technology Kharagpur. JOHN L. HENNESSY Director since: 2004 John L. Hennessy has served as a member of our Board of Directors since April 2004 and as Chairman of the Board of Directors since January 2018. John previously served as our Lead Independent Director from April 2007 to January 2018. John is the James F. and Mary Lynn Gibbons Professor of Computer Science and Electrical Engineering in the Stanford School of Engineering, and the Shriram Family Director of Stanford’s Knight-Hennessy Scholars, a graduate-level scholarship program. John served as the President of Stanford University from September 2000 to August 2016. John was previously a director and a member of the nominating and governance committee and acquisition committee of Cisco Systems, Inc., a networking equipment company, from January 2002 to December 2018. He also serves as a trustee of the Gordon and Betty Moore Foundation and as a director of the Chan Zuckerberg Biohub. From 1994 to August 2000, John held various positions at Stanford, including Dean of the Stanford University School of Engineering and Chair of the Stanford University Department of Computer Science. John holds a Doctoral degree and a Master of Science degree in computer science from the State University of New York, Stony Brook, and a Bachelor of Science degree in electrical engineering from Villanova University. FRANCES H. ARNOLD Director since: 2019 Frances H. Arnold has served as a member of our Board of Directors since December 2019. Frances manages a research group and is the Linus Pauling Professor of Chemical Engineering, Bioengineering and Biochemistry at the California Institute of Technology, and Director of the Donna and Benjamin M. Rosen Bioengineering Center. She joined the California Institute of Technology in 1986 and has served as a Visiting Associate, Assistant Professor, Professor, and Director. Frances’s laboratory focuses on protein engineering by directed evolution, with applications in alternative energy, chemicals, and medicine. She is the recipient of numerous honors, including the Nobel Prize in Chemistry, the Millennium Technology Prize, induction into the National Inventors Hall of Fame, Fellow of the National Academy of Inventors, the ENI Prize in Renewable and Nonconventional Energy, the U.S. National Medal of Technology and Innovation, and the Charles Stark Draper Prize of the U.S. National Academy of Engineering. Frances is an elected member of all three U.S. National Academies of Science, Medicine, and Engineering, as well as the American Academy of Arts and Sciences. Frances serves as a director of Illumina, Inc., a provider of integrated systems for the analysis of genetic variation and biological function, since 2016, and serves as Chair of its Science and Technology Committee and as a member of the Nominating and Corporate Governance Committee. Frances holds a Bachelor of Science degree in mechanical and aerospace engineering from Princeton University and a Doctoral degree in chemical engineering from the University of California, Berkeley.

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L. JOHN DOERR Director since: 1999 L. John Doerr has served as a member of our Board of Directors since May 1999. John has been a General Partner of Kleiner Perkins, a venture capital firm, since August 1980. John has also been a member of the board of directors of Amyris, Inc., a renewable products company, since May 2006, and serves as chair of its nominating and governance committee, and Bloom Energy Corporation, a clean energy company, since May 2002, and serves as its lead independent director and a member of the compensation and organization development committee. John was previously a director of Zynga, Inc., a provider of social game services, from April 2013 to May 2017. John holds a Master of Business Administration degree from Harvard Business School, and a Master of Science degree in electrical engineering and computer science, and a Bachelor of Science degree in electrical engineering from Rice University. ROGER W. FERGUSON, JR. Director since: 2016 Roger W. Ferguson, Jr. has served as a member of our Board of Directors since June 2016. Roger has served as the President and Chief Executive Officer of TIAA, a major financial services company, since April 2008. He joined TIAA after his tenure at Swiss Re, a global reinsurance company, where he served as Chairman of the firm’s America Holding Corporation, Head of Financial Services, and a member of the Executive Committee from 2006 to 2008. Prior to that, Roger joined the Board of Governors of the U.S. Federal Reserve System in 1997 and served as its Vice Chairman from 1999 to 2006. From 1984 to 1997, he was an associate and partner at McKinsey & Company. Roger has been a member of the board of directors of General Mills, Inc., a manufacturer and marketer of branded consumer foods, since December 2015, and serves as chair of its corporate governance committee and as a member of its finance committee. He has been a member of the board of directors of International Flavors & Fragrances, Inc., a creator of flavors and fragrances, since April 2010, and serves as chair of its compensation committee. Roger is also a member of the Smithsonian Institution’s Board of Regents and serves on the New York State Insurance Advisory Board and the Board of the American Council of Life Insurers. He is a fellow of the American Academy of Arts & Sciences and co-chairs its Commission on the Future of Undergraduate Education. He is Chairman of the Conference Board and serves on the boards of the Institute for Advanced Study, and the Memorial Sloan Kettering Cancer Center. He is a fellow of the American Philosophical Society and a member of the National Association of Business Economics, Economic Club of New York, the Council on Foreign Relations, and the Group of Thirty. Roger served on President Obama’s Council on Jobs and Competitiveness as well as its predecessor, the Economic Recovery Advisory Board, and he co-chaired the National Academy of Sciences’ Committee on the Long-Run Macro-Economic Effects of the Aging U.S. Population. Roger holds a Bachelor of Arts degree in economics, a Doctoral degree in economics, and a Juris Doctor degree, all from Harvard University. ANN MATHER Director since: 2005 Ann Mather has served as a member of our Board of Directors since November 2005. Ann has more than 20 years of experience serving as a finance executive in a number of technology companies, particularly public companies, overseeing and assessing company performance. Ann has also been a member of the board of directors of: Arista Networks, Inc., a computer networking company, since June 2013, and serves as chair of its audit committee; Glu Mobile Inc., a publisher of mobile games, since September 2005, and serves on its nominating and corporate governance committee; and Netflix, Inc., a streaming media company, since July 2010, and serves as chair of its audit committee. Ann has also been an independent trustee to the Dodge & Cox Funds board of trustees since May 2011 and was a director of Shutterfly, Inc., an internet-based image publishing company, from May 2013 to September 2019 when it became a private company. From 1999 to 2004, Ann was Executive Vice President and Chief Financial Officer of Pixar, a computer animation film studio. Prior to her service at Pixar, Ann was Executive Vice President and Chief Financial Officer of Village Roadshow Pictures, the film production division of Village Roadshow Limited. Ann holds a Master of Arts degree from Cambridge University in England, is an honorary fellow of Sidney Sussex College, Cambridge, and is a chartered accountant.

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ALAN R. MULALLY Director since: 2014 Alan R. Mulally has served as a member of our Board of Directors since July 2014. Alan served as President and Chief Executive Officer of Ford Motor Company, a global automotive company, from September 2006 through June 2014. Alan was previously a member of the board of directors of Ford and served on its finance committee from September 2006 through June 2014. From March 2001 to September 2006, Alan served as Executive Vice President of the Boeing Company and President and Chief Executive Officer of Boeing Commercial Airplanes, Inc. He also was a member of the Boeing Executive Council. Prior to that time, he served as President of Boeing’s space and defense business. Alan served as co-chair of the Washington Competitiveness Council and sat on the advisory boards of NASA, the University of Washington, the University of Kansas, the Massachusetts Institute of Technology, and the U.S. Air Force Scientific Advisory Board. He is a member of the U.S. National Academy of Engineering and a fellow of England’s Royal Academy of Engineering. Alan holds a Bachelor of Science and Master of Science degrees in aeronautical and astronautical engineering from the University of Kansas, and a Master’s degree in Management from the Massachusetts Institute of Technology as a 1982 Alfred P. Sloan fellow. K. RAM SHRIRAM Director since: 1998 K. Ram Shriram has served as a member of our Board of Directors since September 1998. Ram has been a managing partner of Sherpalo Ventures, LLC, an angel venture investment company, since January 2000. From August 1998 to September 1999, Ram served as Vice President of Business Development at Amazon.com, Inc., an e-commerce company. Prior to that, Ram served as President at Junglee Corporation, a provider of database technology, which was acquired by Amazon.com in 1998. Ram was an early member of the executive team at Netscape Communications Corporation. Ram is a Vice Chair of the Stanford University Board of Trustees, as well as a member of the Council on Foreign Relations. Ram holds a Bachelor of Science degree in mathematics from the University of Madras, India. ROBIN L. WASHINGTON Director since: 2019 Robin L. Washington has served as a member of our Board of Directors since April 2019. Robin served as the Executive Vice President and Chief Financial Officer of Gilead Sciences, Inc., a biopharmaceutical company, from May 2008 to November 2019 where she oversaw Global Finance, Facilities and Operations, Investor Relations and the Information Technology organizations. Robin remained with Gilead in an advisory capacity from November 2019 until March 2020. From January 2006 to June 2007, Robin served as Chief Financial Officer of Hyperion Solutions Corporation, an enterprise software company. Prior to Hyperion, Robin served in a number of executive positions with PeopleSoft, Inc., a provider of enterprise application software. Robin also served as Senior Vice President and Corporate Controller of PeopleSoft along with several other senior financial roles at the company from 1996 to 2005. Prior to PeopleSoft, Robin was Director of Finance for Tandem Computers, an Accounting Analyst for the Federal Reserve Bank of Chicago, and a Senior Auditor for Deloitte & Touche. Robin currently serves as a director of Honeywell International, Inc., a diversified technology and manufacturing company, since April 2013, and salesforce.com, inc., a provider of customer relationship management technology, since September 2013 where she currently chairs the audit committee. Robin also serves on the Board of Visitors, Graziadio School of Business and Management, Pepperdine University; the President’s Council & Ross Business School Advisory Board, University of Michigan; and the UCSF Benioff Children’s Hospital Oakland Board of Directors. Robin holds a Master of Business Administration degree from Pepperdine University, a Bachelor of Arts degree in Business Administration from the University of Michigan, and is a certified public accountant.

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RUTH M. PORAT Senior Vice President, Chief Financial Officer, Alphabet and Google Ruth M. Porat has served as Senior Vice President and Chief Financial Officer of Alphabet since October 2015 and also Senior Vice President and Chief Financial Officer of Google since May 2015. Prior to joining Google, she served as Executive Vice President and Chief Financial Officer of Morgan Stanley from January 2010. She previously served as Morgan Stanley’s Vice Chairman of Investment Banking from September 2003 to December 2009 and as Global Head of the Financial Institutions Group from September 2006 through December 2009. Ruth is a Vice Chair of the Stanford University Board of Trustees and a member of the Board of Directors of Stanford Management Company and serves on its Compensation Committee, a member of the Advisory Council of the Hutchins Center on Fiscal and Monetary Policy at the Brookings Institution, and a member of the Economic Strategy Group at the Aspen Institute. Ruth holds a Bachelor of Arts degree from Stanford University, a Master of Business Administration degree with distinction from the Wharton School of the University of Pennsylvania, and a Master of Science degree from the London School of Economics. DAVID C. DRUMMOND Senior Vice President, Corporate Development, and Chief Legal Officer, Alphabet (retired January 2020) David C. Drummond served as Senior Vice President, Corporate Development, Chief Legal Officer and Secretary of Alphabet from October 2015 to January 2020. David previously served as Google’s Senior Vice President, Corporate Development from January 2006 to October 2015, as Google’s Chief Legal Officer from December 2006 to October 2015, and as Google’s Secretary from 2002 to October 2015. Previously, he also served as Google’s Vice President, Corporate Development and General Counsel from February 2002 to December 2005. Prior to joining Google, from July 1999 to February 2002, David served as Chief Financial Officer of SmartForce, an educational software applications company. Prior to that, David was a partner at the law firm of Wilson Sonsini Goodrich & Rosati. David has been a member of the board of directors of KKR Management LLC, the general partner of KKR & Co. L.P., a private equity firm, since March 2014, and serves on its conflicts committee. David holds a Juris Doctor degree from Stanford University and a Bachelor of Arts degree in history from Santa Clara University.

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——CORPORATE GOVERNANCE AND BOARD MATTERS We have adopted a code of business conduct and ethics for directors, officers (including our principal executive officer, principal financial officer, and principal accounting officer), and employees, known as the Alphabet Code of Conduct. We have also adopted Corporate Governance Guidelines, which, in conjunction with our certificate of incorporation, bylaws, and charters of the standing committees of our Board of Directors, form the framework for our corporate governance. The Alphabet Code of Conduct and Corporate Governance Guidelines are available on the Investor Relations section of our website at https://abc.xyz/investor/. We will post amendments to the Alphabet Code of Conduct or any waivers of the Alphabet Code of Conduct for directors and executive officers on the same website. Stockholders may request printed copies of the Alphabet Code of Conduct, the Corporate Governance Guidelines, and committee charters at no charge by sending inquiries to: Investor Relations Alphabet Inc. 1600 Amphitheatre Parkway Mountain View, California 94043 Email: investor-relations@abc.xyz Board Meetings During 2019, the Board of Directors held ten meetings and acted by unanimous written/electronic consent twice. Each director attended at least 75% of all Board of Directors and applicable committee meetings, except for Alan, who attended 73% of all Board of Directors and Audit Committee meetings due to personal extenuating circumstances of which our Board of Directors was made aware. We encourage our directors to attend our annual meetings of stockholders. Five directors attended Alphabet’s 2019 Annual Meeting of Stockholders. Board Leadership Structure In December 2019, Sundar became the Chief Executive Officer of Alphabet. In January 2018, John L. Hennessy, the then Lead Independent Director, was appointed to serve as Alphabet’s Chairman of the Board. The Board of Directors believes that this leadership structure, which separates the Chairmanprovide skills and Chief Executive Officer roles, is appropriate at this time in light of the evolution of Alphabet’s business and operating environment. In particular, the Board of Directors believes that this structure clarifies the individual roles and responsibilities of Chief Executive Officer and Chairman, streamlines decision-making, and enhances accountability. John, a long-standing member of the Board, has in-depth knowledge of the issues, challenges, and opportunities facing us. As such, the Board of Directors believes that he is best positioned to develop agendas that ensure that the Board of Directors’ time and attention are focused on the most critical matters. His role enables decisive leadership, ensures clear accountability, and enhances the ability to communicate our messages and strategy. Each of the director nominees standing for election, other than Larry, Sergey, and Sundar, is independent (see “Director Independence” on page 27 of this proxy statement), and the Board of Directors believes that the independent directors provide effective oversight of management. Board Committees Our Board of Directors is currently composed of eleven directors. Our Board of Directors has the following four standing committees: 1. an Audit Committee, 2. a Leadership Development and Compensation Committee, 3. a Nominating and Corporate Governance Committee, and 4. an Executive Committee. From time to time, the Board of Directors may also establish ad hoc committees to address particular matters. Each of the standing committees operates under a written charter adopted by the Board of Directors. All of the current standing committee charters are available on the Investor Relations section of our website at https://abc.xyz/investor/other/board/. Printed copies of the charters are available at no charge to any stockholder who requests them by following the instructions above.

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The membership and meetings during 2019 and the primary functions of each of the standing committees are described below. Board of Directors Audit Committee Leadership Development and Compensation Committee Nominating and Corporate Governance Committee Executive Committee Larry Page Sergey Brin . Sundar Pichai . John L. Hennessy´ Frances H. Arnold(1)´ . L. John Doerr´ Roger W. Ferguson, Jr.´ . Diane B. Greene(2) Ann Mather´ Alan R. Mulally´ . Eric E. Schmidt(2) K. Ram Shriram´ . Robin L. Washington(3)´ . . Member Committee Chair ´ Independent Director (1) Frances was appointed to serve as a member of our Board of Directors and the Nominating and Corporate Governance Committee effective December 7, 2019. (2) Eric and Diane did not seek re-electionexpertise directly relevant to our Board of Directors at the expiration of their terms on June 19, 2019. (3) Robin was appointed to serve as a member of our Board of Directorsstrategic and the Leadership Development and Compensation Committee effective April 25, 2019.

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Audit Committee The main function of our Audit Committee is to oversee our accounting and financial reporting processes. The Audit Committee’s responsibilities include: •Selecting, hiring, and compensating our independent auditors. •Approving the audit and non-audit services to be performed by our independent auditors. •Evaluating the qualifications, performance, and independence of our auditors. •Overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters. •Reviewing the design, implementation, adequacy, effectiveness, and required disclosures of our internal controls and our critical accounting policies. •Overseeing the risks and exposures associated with financial matters, tax, accounting, disclosure, investment guidelines and credit and liquidity matters, our programs and policies relating to legal compliance and strategy, competition and our operational infrastructure, particularly reliability, business continuity, capacity, security, and data privacy, including cybersecurity. •Reviewing the appointment of an internal auditing executive and reviewing any significant issues raised by the internal audit team. •Reviewing with management and the independent auditors our annual audited financial statements, quarterly financial statements, earnings announcements, and other public announcements regarding our results of operations. •Reviewing regulatory filings with management and our independent auditors. •Preparing any report the SEC requires for inclusion in our annual proxy statement. •Obtaining, reviewing, and discussing reports from the independent auditors about all critical accounting policies and practices, alternative treatments of financial information within generally accepted accounting principles, ramifications of their use, and other material written communications between the independent auditors and our management. •Reviewing and approving related party transactions. •Establishing and overseeing processes and procedures for the receipt, retention, and treatment of complaints and employee submissions about accounting, internal accounting controls, or audit matters. •Reviewing and approving policies related to insider trading, related party transactions, investments and accounting for marketable securities, hedging, code of conduct, and global signature and spend authority. During 2019, the Audit Committee held five meetings and acted by unanimous written/electronic consent four times. Our Audit Committee currently comprises Ann (Chair), Roger, and Alan, each of whom is a non-employee member of our Board of Directors. Our Board of Directors has determined that each of the directors serving on our Audit Committee is independent within the meaning of the rules of the SEC and the Listing Rules of the NASDAQ Stock Market (NASDAQ). The Board of Directors has determined that, based on her professional qualifications and experience described above, Ann is an audit committee financial expert as defined under the rules of the SEC, and that each member of the Audit Committee is able to read and understand fundamental financial statements as required by the Listing Rules of NASDAQ.

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Leadership Development and Compensation Committee The purpose of our Leadership Development and Compensation Committee is to oversee our compensation programs. The Leadership Development and Compensation Committee’s responsibilities include: •Reviewing and approving our general compensation strategy. •Establishing annual and long-term performance goals for our senior management. •Conducting and reviewing with our Board of Directors an annual evaluation of the performance of our senior management, as appropriate. •Evaluating the competitiveness of the compensation of our senior management. •Reviewing and approving the selection of our peer companies for the purposes of benchmarking compensation. •Reviewing and approving all salaries, bonuses, equity awards, perquisites, post-service arrangements, stock ownership requirements, and other compensation and benefit plans for Alphabet’s Chief Executive Officer and other members of senior management. •Reviewing and approving the terms of any offer letters, employment agreements, termination agreements or arrangements, change-in-control agreements, indemnification agreements, and other material agreements between us, on the one hand, and our Chief Executive Officer or member of senior management, on the other. •Acting as the administering committee for our stock and bonus plans and for any equity, cash, or similar compensation arrangements that may be adopted by us from time to time. •Providing oversight for our overall compensation plans and benefit programs for employees, monitoring trends in executive and overall compensation, and making recommendations to the Board of Directors with respect to improvements to such plans and programs or the adoption of new plans and programs. •Reviewing and recommending to our Board of Directors for approval compensation programs and stock ownership requirements, as well as salaries, fees, bonuses, and equity awards for the non-employee members of our Board of Directors in conjunction with the Nominating and Corporate Governance Committee. •Reviewing plans for the development, retention, and succession of our senior management. •Reviewing executive education and development programs. •Monitoring total equity usage for compensation and establishing appropriate equity dilution levels. •Reviewing and discussing with management the annual Compensation Discussion and Analysis (CD&A) disclosure and the related narrative and tabular presentations regarding named executive officer compensation and, based on this review and these discussions, making a recommendation to include the CD&A disclosure and the tabular presentations in our annual public filings. •Preparing and approving the annual Leadership Development and Compensation Committee Report to be included in our annual public filings. •Overseeing risks and exposures associated with leadership assessment, management succession planning, and the operation and structure of compensation programs and arrangements, including incentive plans. •Investigating any matters brought to its attention, with full access to all books, records, facilities, and employees. During 2019, the Leadership Development and Compensation Committee held seven meetings and acted by unanimous written/ electronic consent eleven times. Our Leadership Development and Compensation Committee currently comprises L. John Doerr (Chair), Ram, and Robin, each of whom is a non-employee member of our Board of Directors. Our Board of Directors has determined that each of the directors serving on our Leadership Development and Compensation Committee is independent as defined in the Listing Rules of NASDAQ.

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Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee’s purpose is to assist our Board of Directors in identifying individuals qualified to become members of our Board of Directors consistent with criteria set by our Board of Directors, to oversee the evaluation of the Board of Directors and management, and to develop and update our corporate governance principles. The Nominating and Corporate Governance Committee’s responsibilities include: •Evaluating the composition, size, organization, and governance of our Board of Directors and its committees, determining future requirements, and making recommendations regarding future planning, the appointment of directors to our committees, and the selection of chairs of these committees. •Periodically reviewing and recommending to our Board of Directors for approval compensation programs for non-employee members of our Board of Directors in conjunction with the Leadership Development and Compensation Committee. •Reviewing and recommending to our Board of Directors director independence determinations made with respect to continuing and prospective directors. •Reviewing and recommending to our Board of Directors Section 16 officer determinations with respect to our executive officers. •Establishing a policy for considering director nominees for election to our Board of Directors. •Recommending ways to enhance communications and relations with our stockholders. •Evaluating and recommending candidates for election to our Board of Directors, including nominees recommended by stockholders and nominees to fill interim vacancies. •Overseeing our Board of Directors’ performance and annual self-evaluation process and developing continuing education programs for our directors. •Evaluating whether a director who notifies our Board of Directors of a change in job responsibilities continues to satisfy the Board’s membership criteria and recommending action to be taken, if any, with respect to the director. •Evaluating and recommending to the Board of Directors termination of service of individual members of the Board of Directors as appropriate, in accordance with governance principles, for cause or for other proper reasons. •Overseeing risks and exposures associated with director and management succession planning, corporate governance, and overall Board effectiveness. During 2019, the Nominating and Corporate Governance Committee held four meetings and acted by unanimous written/electronic consent one time. Our Nominating and Corporate Governance Committee currently comprises John L. Hennessy (Chair) and Frances, each of whom is a non-employee member of our Board of Directors. Our Board of Directors has determined that each of the directors serving on our Nominating and Corporate Governance Committee is independent as defined in the Listing Rules of NASDAQ. Executive Committee The Executive Committee serves as an administrative committee of the Board of Directors to act upon and facilitate the consideration by senior management and the Board of Directors of certain high-level business and strategic matters. During 2019, the Executive Committee did not hold any meetings. Our Executive Committee currently comprises Larry (Chair), Sergey, and Sundar.

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Director Independence Our Board of Directors has adopted independence standards that mirror the criteria specified by applicable laws and regulations of the SEC and the Listing Rules of NASDAQ. Our Board of Directors has determined that each of the director nominees standing for election, except Larry, Sergey, and Sundar, is an independent director under these standards. In determining the independence of our directors, our Board of Directors considered all transactions in which we and any director had any interest, including those discussed under “Certain Relationships and Related Transactions” on pages 34-36 of this proxy statement, transactions involving payments made by us to companies in the ordinary course of business where certain of our directors serve on the board of directors or as a member of the executive management team of the other company, and transactions involving payments made by us to educational institutions with director affiliations. Compensation Committee Interlocks and Insider Participation During 2019, L. John Doerr, Ram, and Robin served on the Leadership Development and Compensation Committee. None of the members of the Leadership Development and Compensation Committee has been an officer or employee of Alphabet. None of our executive officers serves on the board of directors or compensation committee of a company that has an executive officer that serves on our Board of Directors or the Leadership Development and Compensation Committee. Consideration of Director Nominees Stockholder Recommendations and Nominees Our Nominating and Corporate Governance Committee, a standing committee of our Board of Directors, considers properly submitted recommendations for candidates to our Board of Directors from stockholders. In evaluating such recommendations, the Nominating and Corporate Governance Committee seeks to achieve a balance of experience, knowledge, integrity, and capability on our Board of Directors and to address the membership criteria set forth under “Director Selection Process and Qualifications” below. Any stockholder recommendations for consideration by the Nominating and Corporate Governance Committee should include the candidate’s name, biographical information, information regarding any relationships between the candidate and the company within the last three years, at least three personal references, a statement of recommendation of the candidate from the stockholder, a description of our shares beneficially owned by the stockholder, a description of all arrangements between the candidate and the recommending stockholder and any other person pursuant to which the candidate is being recommended, a written indication of the candidate’s willingness to serve on our Board of Directors, any other information required to be provided under securities laws and regulations, and a written indication to provide such other information as the Nominating and Corporate Governance Committee may reasonably request. There are no differences in the manner in which the Nominating and Corporate Governance Committee evaluates nominees for director based on whether the nominee is recommended by a stockholder or otherwise. Stockholder recommendations to our Board of Directors should be sent to us by one of the following two ways: 1. via mail with a copy via email: 2. via email only: Alphabet Inc. Attn: Corporate Secretary 1600 Amphitheatre Parkway Mountain View, California 94043 With a copy via email: corporatesecretary@abc.xyz OR corporatesecretary@abc.xyz In addition, our bylaws permit stockholders to nominate directors for consideration at an annual meeting. For a description of the process for nominating directors in accordance with our bylaws, see “Questions and Answers about the Proxy Materials and the Annual Meeting—Question 27. What is the deadline to propose actions for consideration at next year’s Annual Meeting of Stockholders or to nominate individuals to serve as directors?” on page 88 of this proxy statement. Director Selection Process and Qualifications Our Nominating and Corporate Governance Committee will evaluate and recommend candidates for membership on our Board of Directors consistent with criteria established by our Board of Directors in our policy with regard to the selection of director nominees. Pursuant to this policy, the Nominating and Corporate Governance Committee screens candidates and evaluates the qualifications of the persons nominated by or recommended by our stockholders. The Nominating and Corporate Governance Committee recommends director nominees who are ultimately approved by the full Board of Directors.

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Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating nominees for directors. Our Nominating and Corporate Governance Committee regularly assesses the appropriate size and composition of the Board of Directors, the needs of the Board of Directors and the respective committees of the Board of Directors, and the qualifications of candidates in light of these needs. Candidates may come to the attention of the Nominating and Corporate Governance Committee through stockholders, management, current members of the Board of Directors, or search firms. The evaluation of these candidates may be based solely upon the information provided to the committee or may also include discussions with persons familiar with the candidate, an interview of the candidate, or other actions the Nominating and Corporate Governance Committee deems appropriate, including the use of third parties to review candidates. The Nominating and Corporate Governance Committee may, at Alphabet’s expense, retain search firms, consultants, and other advisors to identify, screen, and/or evaluate candidates. When considering a potential non-incumbent candidate, the Nominating and Corporate Governance Committee will factor into its determination the following qualities, among others: integrity, professional reputation and strength of character, educational background, knowledge of our business, diversity of professional experience, including whether the person is a current or former chief executive officer or chief financial officer of a public company or the head of a division of a large international organization, and ability to represent the best interests of our stockholders and to provide practical insights and diverse perspectives. Additionally, due to the global and complex nature of our business, our Board of Directors believes it is important to consider diversity of race, ethnicity, gender, age, education, cultural background, and professional experiences in evaluating board candidates. Accordingly, when evaluating candidates for nomination as new directors, the Nominating and Corporate Governance Committee will consider, and will ask any search firm that it engages to provide, a set of candidates that includes both underrepresented people of color and different genders. Candidates also are evaluated in light of our other policies, such as those relating to independence and service on other boards, as well as considerations relating to the size, structure, and needs of our Board of Directors. As part of its consideration of director succession, our Board of Directors and the Nominating and Corporate Governance Committee monitor whether the directors as a group meet the criteria for the composition of the Board of Directors, including overall diversity of perspective and experience. Our Board of Directors is composed of a diverse group of leaders in their respective fields.priorities. Many of the current directors have senior leadership experience at major domestic and international companies. In these positions, they have also gained experience in core management skills, such as strategic and financial planning, public company financial reporting, compliance, risk management, leadership development, and international business experience. Most of our directors also have experience serving on boards of directors and board committees of other public companies, and have an understanding of corporate governance practices and trends, different business processes, challenges, and strategies. Other directors have experience as presidents or trustees of significant academic, research, and philanthropic institutions, which brings unique perspectives to the Board of Directors.our Board. Further, our directors also have other experience that makes them valuable members, such as entrepreneurial experience and experience developing technology or managing technology companies, which provides insight into strategic and operational issues facedwe face.

The demographic information presented below for our directors is based on voluntary self-identification by each director. Additional biographical information of our directors and executive officers as of April 5, 2022 are set forth starting on page 22.

	Page	Brin	Pichai	Hennessy	Arnold	Doerr	Ferguson	Mather	Mulally(1)	Shriram	Washington
Gender Identity
Male
Female
Race/Ethnicity
African American or Black
Asian
White

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Directors

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Executive Officers

This section describes the business experience of our executive officers, other than Sundar, whose biography can be found on page 22. Our executive officers are appointed by and serve at the discretion of our Board. There are no family relationships among any of our directors or executive officers.

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We have adopted a code of business conduct and ethics for directors, officers (including our principal executive officer, principal financial officer, and principal accounting officer), and employees, known as the Alphabet Code of Conduct. We have also adopted Corporate Governance Guidelines, which, in conjunction with our certificate of incorporation, bylaws, and charters of the standing committees of our Board, form the framework for our corporate governance. The Alphabet Code of Conduct and Corporate Governance Guidelines are available on our Investor Relations website at https://abc.xyz/investor/. We will post amendments to the Alphabet Code of Conduct or any waivers of the Alphabet Code of Conduct for directors and executive officers on the same website.

Stockholders may request printed copies of the Alphabet Code of Conduct, the Corporate Governance Guidelines, and committee charters at no charge by sending inquiries to:

Board Meetings

During 2021, our Board held four meetings and acted by unanimous written/electronic consent one time. Each director attended at least 75% of all Board and applicable committee meetings. We encourage our directors to attend our annual meetings of stockholders. Seven directors attended Alphabet’s 2021 Annual Meeting of Stockholders.

Board Leadership Structure

In January 2018, John L. Hennessy, the then Lead Independent Director, was appointed to serve as Alphabet’s Chair of the Board. In December 2019, Sundar became the Chief Executive Officer of Alphabet.

Our Board regularly reviews its leadership structure to ensure continued effectiveness and believes that the current structure, which separates the Chair and Chief Executive Officer roles, is appropriate at this time in light of the evolution of Alphabet’s business and operating environment. In particular, our Board believes that this structure clarifies the individual roles and responsibilities of Chief Executive Officer and Chair, streamlines decision-making, and enhances accountability. John, a long-standing member of our Board, has in-depth knowledge of the issues, challenges, and opportunities facing us. As such, our Board believes that he is best positioned to develop agendas that ensure that our Board’s time and attention are focused on the most critical matters. His role enables decisive leadership, ensures clear accountability, and enhances the ability to communicate our messages and strategy.

Each of the director nominees standing for election, other than Larry, Sergey, and Sundar, is independent (see “Director Independence” on page 33 of this proxy statement), and our Board believes that the independent directors provide effective oversight of management.

Board Committees

Our Board is currently composed of eleven directors. Our Board has the following four standing committees:

In January 2022, our Board amended the charter of the Leadership Development and Compensation Committee, now the Leadership Development, Inclusion and Compensation Committee, giving it increased oversight on matters relating to Alphabet’s human capital management, including with respect to diversity and inclusion, workplace environment and safety, and corporate culture.

From time to time, our Board may also establish ad hoc committees to address particular matters. Each of the standing committees operates under a written charter adopted by our Board. All of the current standing committee charters are available on our Investor Relations website at https://abc.xyz/investor/other/board/. Printed copies of the charters are available at no charge to any stockholder who requests them by following the instructions above.

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The membership and meetings during 2021 and the primary functions of each of the standing committees are described below.

Board of Directors	Audit Committee	Compensation Committee	Nominating Committee	Executive Committee
Larry Page
Sergey Brin
Sundar Pichai
John L. Hennessy*
Frances H. Arnold*
L. John Doerr*
Roger W. Ferguson Jr.*
Ann Mather*
Alan R. Mulally*
K. Ram Shriram*
Robin L. Washington(1)*

	Member
	Committee Chair
*	Independent Director
(1)	Robin was appointed Chair of the Compensation Committee effective January 19, 2021.

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Director Independence

Our Board has adopted independence standards that mirror the criteria specified by applicable laws and regulations of the SEC and the Listing Rules of NASDAQ. Our Board has determined that Alan Mulally and each of Directorsthe director nominees standing for election, except Larry, Sergey, and Sundar, is an independent director under these standards. In determining the independence of our directors, our Board considered all transactions in which we and any director had any interest, including those discussed under “Certain Relationships and Related Transactions” on pages 40-42 of this proxy statement, transactions involving payments made by us to companies in the ordinary course of business where certain of our directors serve on the board of directors or as a member of the executive management team of the other company, and transactions involving payments made by us to educational institutions with director affiliations.

Compensation Committee Interlocks and Insider Participation

During 2021, L. John Doerr, Ram, and Robin served on the Compensation Committee. None of the members of the Compensation Committee has been an officer or employee of Alphabet. None of our executive officers serves on the board of directors or compensation committee of a company that has an executive officer that serves on our Board or the Compensation Committee.

Consideration of Director Nominees

Stockholder Recommendations and Nominees

The Nominating Committee, a standing committee of our Board, considers properly submitted recommendations for candidates to our Board from stockholders. In evaluating such recommendations, the Nominating Committee seeks to achieve a balance of experience, knowledge, integrity, and capability on our Board and to address the membership criteria set forth under “Director Selection Process and Qualifications” below.

Any stockholder recommendations for consideration by the Nominating Committee should include the candidate’s name, biographical information, information regarding any relationships between the candidate and the company within the last three years, at least three personal references, a statement of recommendation of the candidate from the stockholder, a description of our shares beneficially owned by the stockholder, a description of all arrangements between the candidate and the recommending stockholder and any other person pursuant to which the candidate is being recommended, a written indication of the candidate’s willingness to serve on our Board, any other information required to be provided under securities laws and regulations, and a written indication to provide such other information as the Nominating Committee may reasonably request. There are no differences in the manner in which the Nominating Committee evaluates nominees for director based on whether the nominee is recommended by a stockholder or otherwise. Stockholder recommendations to our Board should be sent to us by one of the following two ways:

1.Via email only:				2.     Via mail with a copy via email:
	corporatesecretary@abc.xyz	OR		Alphabet Inc. Attn: Corporate Secretary 1600 Amphitheatre Parkway Mountain View, California 94043	AND		corporatesecretary@abc.xyz

In addition, our bylaws permit stockholders to nominate directors for consideration at an annual meeting. For a description of the process for nominating directors in accordance with our bylaws, see “Questions and Answers about the Proxy Materials and the Annual Meeting—Question 27. What is the deadline to propose actions for consideration at next year’s Annual Meeting of Stockholders or to nominate individuals to serve as directors?” on page 111 of this proxy statement.

Director Selection Process and Qualifications

The Nominating Committee will evaluate and recommend candidates for membership on our Board consistent with criteria established by our Board in our policy with regard to the selection of director nominees. Pursuant to this policy, the Nominating Committee screens candidates and evaluates the qualifications of the persons nominated by or recommended by our stockholders. The Nominating Committee recommends director nominees who are ultimately approved by the full Board.

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Identification of Nominees

The Nominating Committee uses a variety of methods for identifying and evaluating nominees for directors. The Nominating Committee regularly assesses the appropriate size and composition of our Board, the needs of our Board and the respective committees of our Board, and the qualifications of candidates in light of these needs. Candidates may come to the attention of the Nominating Committee through stockholders, management, current members of our Board, or search firms. The evaluation of these candidates may be based solely upon the information provided to the Nominating Committee or may also include discussions with persons familiar with the candidate, an interview of the candidate, or other actions the Nominating Committee deems appropriate, including the use of third parties to review candidates. The Nominating Committee may, at Alphabet’s expense, retain search firms, consultants, and other advisors to identify, screen, and/or evaluate candidates.

Evaluation and Selection

When considering a potential non-incumbent candidate, the Nominating Committee will factor into its determination the following qualities, among others: integrity, professional reputation and strength of character, educational background, knowledge of our business, diversity of professional experience, including whether the person is a current or former chief executive officer or chief financial officer of a public company or the head of a division of a large international organization, and ability to represent the best interests of our stockholders and to provide practical insights and diverse perspectives.

Diversity Criteria

Additionally, due to the global and complex nature of our business, our Board believes it is important to consider diversity of race, ethnicity, gender identity, age, education, cultural background, and professional experiences in evaluating board candidates. Accordingly, when evaluating candidates for nomination as new directors, the Nominating Committee will consider, and will ask any search firm that it engages to provide, a set of candidates that includes both underrepresented people of color and different genders. Candidates also are evaluated in light of our other policies, such as those relating to independence and service on other boards, as well as considerations relating to the size, structure, and needs of our Board. As part of its consideration of director succession, our Board and the Nominating Committee monitor whether the directors as a group meet the criteria for the composition of our Board, including overall diversity of perspective and experience.

The Nominating Committee and our Board believe that the above-mentioned attributes, along with the leadership skills and other experiences of our board members described below,in their respective biographies on pages 22-25 provide us with a diverse range of perspectives and judgment necessary to guide our strategies and monitor their execution. Larry Page •Business leadership, operational experience,

Director Service on Outside Boards and experience developing technology as Co-FounderOther Commitments

Each member of Googleour Board is expected to ensure that other existing and former Chief Executive Officerfuture commitments, including employment responsibilities and service on the boards of Alphabet. •In-depth knowledge ofother entities, do not materially interfere with the technology sector and experience in developing transformative business models. Sergey Brin •Business leadership, operational experience, and experience developing technology as Co-Founder of Google and former President of Alphabet. •In-depth knowledge of the technology sector and experience in developing transformative business models. Sundar Pichai •Business leadership, operational experience, and experience developing technology as Chief Executive Officer of Alphabet and Google. •In-depth knowledge of the technology sector, and experience in developing Google’s products and services and leading its strategic vision, management, and operations. •Outside board experiencemember’s service as a director on our Board. The Nominating Committee regularly reviews our Board members’ outside commitments for conflicts of Jive Software, Inc. John L. Hennessy •Leadershipinterest and management experience as former Presidentother concerns.

Our Board has adopted a policy that the maximum number of Stanford University. •Outsidepublic company board experience as a director of Cisco Systems, Inc. and Atheros Communications, Inc. •Experience developing technology businesses as co-founder of MIPS Technologies, Inc. and Atheros Communications, Inc.memberships our directors can serve on cannot be more than five (5), chief architect of Silicon Graphics Computer Systems, Inc., and a member ofincluding membership on the board ofAlphabet Board. Effective July 15, 2022, the Chan Zuckerberg Biohub Frances H. Arnold •Leadership and management experience asmaximum shall be reduced to four (4) public company memberships, including membership on the head of a research group at the California Institute of Technology. •Outside board experience as a director of Illumina, Inc. •Recipient of the 2018 Nobel Prize for Chemistry for her work on directed evolution of enzymes.Alphabet Board.

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L. John Doerr •Global business leadership as a general partner and Chairman of Kleiner Perkins. •Extensive financial and investment expertise as a venture capitalist. •In-depth knowledge of the technology sector and visionary in the industry. •Outside board experience as a director of Amazon.com, Inc., Amyris, Inc., Bloom Energy Corporation, and Intuit, Inc. Roger W. Ferguson, Jr. •Global business leadership and extensive financial, capital markets, and management expertise as President and Chief Executive Officer of TIAA. •Outside board experience as a director of TIAA, General Mills, Inc., and International Flavors & Fragrances Inc. •Sound business judgment, extensive knowledge of the finance industry, experience in management consulting and various policy-making roles, including as Vice Chairman of the Board of Governors of the U.S. Federal Reserve System. Ann Mather •Deemed an “audit committee financial expert” with over 20 years of experience in finance and operations of technology companies, particularly publicly traded companies with knowledge of complex global financial and business matters. •Global Leadership and extensive financial experience as former Executive Vice President and Chief Financial Officer of Pixar. •Outside board and audit committee experience as a director of Arista Networks, Inc., Glu Mobile Inc., and Netflix, Inc. Alan R. Mulally •Global business leadership and extensive financial and management expertise as former President and Chief Executive Officer of Ford Motor Company and former Executive Vice President of the Boeing Company. •Outside board experience as a director of Ford Motor Company and an advisory board member of NASA, the University of Washington, the University of Kansas, the Massachusetts Institute of Technology, and the U.S. Air Force Scientific Advisory Board. K. Ram Shriram •Global business leadership as founder and managing partner of Sherpalo Ventures, former Vice President of Business Development at Amazon.com, Inc., President of Junglee Corporation, and a member of the executive team of Netscape Communications Corporation. •Extensive financial and investment expertise as a venture capitalist. •Experience as a trustee of Stanford University. •Outside board experience as a director of several private companies. Robin L. Washington •Extensive financial and management expertise and global business leadership as former Executive Vice President and Chief Financial Officer of Gilead Sciences, Inc., Hyperion Solutions Corporation, and former executive of PeopleSoft, Inc. •In-depth knowledge of the technology sector. •Outside board experience as a director of Honeywell International, Inc. and salesforce.com, inc. Management Succession Planning

One of our Board of Directors’Board’s principal duties is to review management succession planning. The Leadership Development andOur Compensation Committee reviews at least annually and recommends to the full Board of Directors plans for the development, retention, and replacement of executive officers, including the Chief Executive Officer of Alphabet. Additionally, the Leadership Development and Compensation Committee and the Nominating and Corporate Governance Committee of our Board Directors are jointly responsible for overseeing the risks and exposures associated with management succession planning.

Our Board of Directors believes that the directors and the Chief Executive Officer should collaborate on succession planning and that the entire Board should be involved in the critical aspects of the management succession planning process, including establishing selection criteria that reflect our business strategies, identifying and developing internal candidates to ensure the continuity of our culture, and making key management succession decisions.

ALPHABET•  2022 PROXY STATEMENT     34

Management succession is regularly discussed by the directors in board meetings and in executive sessions of the Board of Directors.our Board. Directors become familiar with potential successors for key management positions through various means, including regular organization and talent reviews, presentations to theour Board, of Directors, and informal meetings.

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Board’s Role in Risk Oversight The

Our Board, of Directors, as a whole and through its committees, has responsibility for oversight of risk management. The oversight responsibility of theour Board of Directors and its committees is enabled by management reporting processes, including an annual company-wide risk assessment, that are designed to provide visibility to theour Board of Directors and its committees about the identification, assessment, and management of critical risks and management’s risk mitigation strategies. While theour Board of Directors is ultimately responsible for risk oversight at Alphabet, our Board of Directors has delegated to its committees oversight of risks associated with their respective areas of responsibility, as summarized below. When appropriate, the committees provide reports to the full Board of Directors on these and other areas for review. Each committee meets in executive session with key management personnel and representatives of outside advisors as needed.

In particular, theour Board of Directors has delegated to the Audit Committee the primary responsibility for the oversight of many of the risks facing our businesses. The Audit Committee’s charter provides that it will review and discuss with management any major risk exposures, including, among others, the key areas of oversight set forth below, and the steps Alphabet takes to detect, monitor, and actively manage such exposures. Board/Committee Primary Areas of Risk Oversight Full Board Strategic, financial, and execution risks and exposures associated with our business strategy, product innovation, sales roadmap, policy matters, significant litigation and regulatory exposures, and other current matters that may present material risk to our financial performance, operations, infrastructure, plans, prospects or reputation, acquisitions and divestitures, and data privacy, including cybersecurity. Audit Committee Risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, investment guidelines and credit and liquidity matters, our programs and policies relating to legal compliance and strategy, merger and acquisition activities, and our operational infrastructure, particularly reliability, business continuity, capacity, security, and data privacy, including cybersecurity. Leadership Development and Compensation Committee Risks and exposures associated with leadership assessment, management succession planning, and the operation and structure of executive compensation programs and arrangements, including incentive plans. Nominating and Corporate Governance Committee Risks and exposures associated with director and management succession planning, corporate governance, and overall board effectiveness.

Executive Sessions

Executive sessions of independent directors are held in connection with each regularly scheduled Board of Directors meeting and at other times as necessary, and are chaired by the ChairmanChair of the Board of Directors. The Board of Directors’our Board. Our Board’s policy is to hold executive sessions without the presence of management, including the Chief Executive Officer and other non-independent directors. The committees of theour Board of Directors also generally meet in executive session at the end of each committee meeting, except for meetings of the Executive Committee as this committee has no independent directors.

Outside Advisors

Our Board of Directors and each of its committees may retain outside advisors, legal counsel, and consultants of their choosing at our expense. TheOur Board of Directors and its committees need not obtain management’s consent to retain such outside advisors, legal counsel, and consultants.

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ALPHABET•  2022 PROXY STATEMENT     35

Board Effectiveness, Board Annual Self-Assessment, Board Education

Our Board of Directors and each of its committees perform an annual self-assessment to evaluate the effectiveness of theour Board and its committees in fulfilling their respective obligations. As part of this annual self-assessment, directors are able to provide feedback on the performance of other directors. The Chair of the Nominating and Corporate Governance Committee leads theour Board of Directors in its review of the results of the annual self-assessment and takes further action as needed. In addition, all members of our Board members have the opportunity and are encouraged to attend director education programs to assist them in remaining current with best practices and developments in corporate governance. Annual RESULTS ANALYZEDResults

Engagement

We proactively engage with our stockholders and other stakeholders throughout the year on a broad range of the self- assessment analyzed by the Chairtopics that are of the Nominatinginterest and Corporate Governance Committee and discussed with such Committee INDIVIDUAL DISCUSSIONSThe Chair of the Nominatingand Corporate GovernanceCommittee engages withindividual directorsas appropriateSUMMARY OF RESULTSSummary of Board and Committee self-assessment results provided to full BoardONGOING FEEDBACKDirectors are encouraged to provide ongoing feedbackin additionpriority to the annualself-assessment FEEDBACKINCORPORATEDPoliciescompany and practicesupdatedour stockholders. These include business strategy and performance, and environmental, social and governance (ESG) topics such as appropriateenvironmental sustainability, human capital, workforce diversity, executive compensation, and Board leadership and composition.

Our engagement enables us to better understand our stockholders’ priorities and perspectives, gives us an opportunity to elaborate on our initiatives, policies, and practices, and fosters open and constructive dialogue. We share the feedback from these conversations with our Board, which considers these perspectives as part of its evaluation and review of our practices including those on governance, compensation, and ESG matters.

Investor Relations in coordination with the Corporate Secretary team is responsible for leading our stockholder outreach. Throughout the year, we engage with institutional stockholders who hold a resultsignificant portion of the annual self-assessmentour outstanding stock and ongoing feedbackREVIEW OF PROCESSThe Nominatinginclude members of our senior executive team, management, and Corporate GovernanceCommittee annually reviews the self-assessment process Self-Assessment SELF- ASSESSMENTQUESTIONNAIRE Provides director feedback on the Boardother experts across Alphabet, such as our Chief Privacy Officer and each of the Committeesour Chief Diversity Officer, as well as each director appropriate.

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Communications with theour Board of Directors

Stockholders may contact theour Board of Directors about bona fide issues or questions concerning Alphabet by sending an email or by writing to the Corporate Secretary as follows: Alphabet Inc. Attn: Corporate Secretary 1600 Amphitheatre Parkway Mountain View, California 94043 Email: directors@abc.xyz

Any matter intended for theour Board, of Directors, or for any individual member or members of theour Board, of Directors, should be directed to the email address or street address noted above, with a request to forward the communication to the intended recipient or recipients. In general, any stockholder communication about bona fide issues concerning Alphabet delivered to the Corporate Secretary for forwarding to theour Board of Directors or specified member or members will be forwarded in accordance with the stockholder’s instructions.

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ALPHABET•  2022 PROXY STATEMENT     37

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information, as of April 7, 2020,5, 2022, concerning, except as indicated by the footnotes below: Each person whom we know beneficially owns more than five percent of our Class A common stock or Class B common stock. •Each of our directors and nominees for the Board of Directors. •Each of our named executive officers (see the section titled “Executive Compensation” beginning on page 39 of this proxy statement). •All of our directors and executive officers as a group.

Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o Alphabet Inc., 1600 Amphitheatre Parkway, Mountain View, California 94043.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 300,047,170300,758,936 shares of Class A common stock and 46,407,49144,404,426 shares of Class B common stock outstanding at April 7, 2020.5, 2022. In computing the number of shares of Class A and Class B common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of Class A common stock subject to options held by that person that are currently exercisable within sixty days of April 7, 2020,5, 2022 to be outstanding, ignoring the withholding of shares of common stock to cover applicable taxes. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Beneficial ownership representing less than one percent is denoted with an asterisk (*).

The information provided in the table is based on our records, information filed with the SEC, and information provided to us, except where otherwise noted. Non-voting Class C capital stock is not included in the table. Name of Beneficial Owner Voting Shares Beneficially Owned Total Voting Power(1) % Class A Common Stock Class B Common Stock Shares % Shares % Executive Officers and Directors Larry Page — — 19,952,558 43.0 26.1 Sergey Brin — — 19,191,766 41.4 25.1 Sundar Pichai(2) 15,578 * — — * Ruth M. Porat(3) 2,587 * — — * David C. Drummond — — 12,500 * * Frances H. Arnold — — — — — L. John Doerr(4) 145,594 * 1,117,447 2.4 1.5 Roger W. Ferguson, Jr. — — — — — John L. Hennessy(5) 3,993 * — — * Ann Mather 1,680 * — — * Alan R. Mulally — — — — — K. Ram Shriram(6) 144,037 * — — * Robin L. Washington — — — — — All executive officers and directors as a group(7) (13 persons) 313,469 * 40,274,271 86.8 52.8

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ALPHABET•  2022 PROXY STATEMENT     38

Name of Beneficial Owner Voting Shares Beneficially Owned Total Voting Power(1) % Class A Common Stock Class B Common Stock Shares % Shares % Other > 5% Security Holders BlackRock, Inc.(8) 19,690,373 6.6 — — 2.6 Eric E. Schmidt(9) 107,130 * 3,937,963 8.5 5.2 The Vanguard Group(10) 22,940,697 7.6 — — 3.0 (1)

Section 16(a) of the Exchange Act requires our directors, executive officers, and holders of more than ten percent of our Class A common stock, and Class B common stock, voting together as a single class. Each holder of Class B common stock is entitled to ten (10) votes per share of Class B common stock, and each holder ofour Class A commonC capital stock is entitled to one (1) vote per share of Class A common stock on all matters submitted to our stockholders for a vote. The Class A common stockfile with the SEC reports regarding their ownership and Class B common stock vote together as a single class on all matters submitted to a votechanges in ownership of our securities. We believe that, during 2021, our directors, executive officers, and ten percent stockholders except as may otherwise be required by law. The Class B common stock is convertible at any time bycomplied with all Section 16(a) filing requirements. We did however report the holder into sharesfollowing transactions after the filing deadline: (i) Sergey Brin’s conversion of Class A common stock on a share-for-share basis upon written notice to the transfer agent. (2) Includes 10,105 shares of Class A common stock issuable upon exercise of options that are fully vested and exercisable. (3) Includes 1,448 shares of Class A common stock held by the Passfield Hall Foundation Inc. Ruth and her spouse are officers of the Passfield Hall Foundation Inc. and share voting and investment authority of the shares held by the Foundation. The address for the Passfield Hall Foundation Inc. is 1251 Avenue of the Americas, 9th Floor, New York, NY 10020-1104. (4) Includes 11,728 shares of Class A common stock held by The Austin 1999 Trust; 11,728 shares of Class A common stock held by The Hampton 1999 Trust; 118,653 shares of Class A common stock held by The Benificus Foundation; and 1,117,44762,200 shares of Class B common stock held by Vallejo Ventures Trust. John is a trustee of The Austin 1999 Trust and The Hampton 1999 Trust and has voting and investment authority over the shares held by these trusts. John disclaims any pecuniary interest in these trusts. John is an officer and trustee of the Benificus Foundation and shares the investment authority over the shares held by the Benificus Foundation. John disclaims any pecuniary interest in the Benificus Foundation. John is a trustee of Vallejo Ventures Trust and shares voting and investment authority over the shares held by such trust. The address for The Austin 1999 Trust and The Hampton 1999 Trust is c/o Kleiner Perkins, 2750 Sand Hill Road, Menlo Park, CA 94025. The address for The Benificus Foundation and Vallejo Ventures Trust is 751 Laurel Street, #717, San Carlos, CA 94070. (5) Consists of 3,993 shares ofinto Class A common stock held by the Hennessy 1993 Revocable Trust.on May 14, 2021 was reported on Form 5 filed on February 11, 2022; (ii) John is a trusteeL. Hennessy’s transfers of the Hennessy 1993 Revocable Trust211 shares and has voting and investment authority over the shares held by the Trust. The address for the Hennessy 1993 Revocable Trust is 580 Lomita Drive, Stanford, CA 94305. (6) Includes 63,041208 shares of Class A commonC capital stock held by Ram’s spouseto John L. Hennessy and 16,884Andrea J. Hennessy Revocable Trust on February 11, 2000 and August 4, 2000, respectively, were reported on Form 4 filed on January 11, 2022; and (iii) Roger W. Ferguson Jr.’s transfers of 177 shares of Class A commonC capital stock held by Janket Ventures Limited Partnership. Ram has voting and investment authority over the shares held by Janket Ventures Limited Partnership. The address for Janket Ventures L.P. is 2200 Geng Road, Suite 100, Palo Alto, CA 94303. (7) Consists of 303,364 shares of Class A common stock and 10,105 shares of Class A common stock issuable upon exercise of options that are fully vested and exercisable. (8) Based on the most recently available Schedule 13G/A filed with the SEC on February 7, 2019, 320 shares on August 12, 2019, 100 shares on each of November 15, 2019, January 23, 2000, and March 9, 2000 to Roger W. Ferguson Jr. 2016 Revocable Trust were reported on Form 5 2020 by BlackRock, Inc. BlackRock, Inc., a parent holding company through certain of its subsidiaries, beneficially owned 19,690,373 shares of Class A common stock, with sole voting power over 16,821,892 shares, and sole dispositive power over 19,690,373 shares. The address for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. (9) Based on the most recently available Schedule 13G/A filed with the SEC on February 14, 2020 by Eric E. Schmidt11, 2022.

In making this statement, we have relied upon examination of the copies of Forms 3, 4, and The Schmidt Family Living Trust. Includes 90,920 shares of Class A common stock issuable upon exercise of options that are fully vested5, and exercisable; 409,979 shares of Class B common stock held by the Schmidt Investments L.P. of which the Schmidt Family Living Trust is the sole general partner; and 2,386,199 shares of Class B common stock held by the Schmidt Family Living Trust of which Eric is a co-trustee. The address for the Schmidt Investments L.P.amendments to these forms provided to us, and the Schmidt Family Living Trust is 555 Bryant Street #347, Palo Alto, CA 94301. (10) Based on the most recently available Schedule 13G/A filed with the SEC on February 12, 2020 by The Vanguard Group. The Vanguard Group, an investment adviser, beneficially owned 22,940,697 shareswritten representations of Class A common stock, with sole voting power over 505,630 shares, shared voting power over 79,563 shares, sole dispositive power over 22,381,783 shares,our directors, executive officers, and shared dispositive power over 558,914 shares. Vanguard Fiduciary Trust Company (VFTC), a wholly-owned subsidiary of The Vanguard Group, Inc. is the beneficial owner of 401,029 shares or 0.13% of the outstanding Class A common stock of Alphabet as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd. (VIA), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 257,439 shares or 0.08% of the outstanding Class A common stock of Alphabet as a result of its serving as investment manager of Australian investment offerings. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.ten percent stockholders.

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ALPHABET•  2022 PROXY STATEMENT     39

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ——RELATED PARTY TRANSACTIONS POLICY AND PROCEDURE

Our written Related Party Transactions Policy provides that we will only enter into or ratify a transaction with a related party when our Board, of Directors, acting through the Audit Committee, determines that the transaction is in the best interests of Alphabet and our stockholders.

For the purposes of this policy, a related party means: •a member of the Board of Directors (or a nominee to the Board of Directors); •an executive officer; •any person who is known to be the beneficial owner of more than five percent of any class of our voting securities; •any immediate family member of any of the persons listed above and any person (other than a tenant or employee) sharing the household of such persons; or •any firm, corporation, partnership, or other entity in which any of the persons listed above is a general partner or principal or in a similar position or in which any of the persons listed above has a five percent or greater beneficial ownership interest.

A related party is not deemed to have a direct or indirect material interest in a transaction and such transaction is not a related party transaction under our policy if such related party’s interest in such transaction arises only from an ownership interest of less than five percent in, or as a director of, such entity that is a party to the transaction.

We review all known relationships and transactions in which Alphabet and our directors, executive officers, and significant stockholders or their immediate family members are participants to determine whether such persons have a direct or indirect interest. Our legal staff, in consultation with our finance team, is primarily responsible for developing and implementing processes and controls to obtain information regarding our directors, executive officers, and significant stockholders with respect to related party transactions and then determining, based on the facts and circumstances, whether Alphabet or a related party has a direct or indirect interest in these transactions. On a periodic basis, our legal and finance teams review all transactions involving payments between Alphabet and any company that has our executive officer or director as an officer or director. In addition, our directors and executive officers are required to notify us of any potential related party transactions and provide us with the information regarding such transactions.

If our legal department determines that a transaction is a related party transaction, the Audit Committee must review the transaction and either approve or disapprove it. If advance approval of a transaction is not feasible, the chair of the Audit Committee may approve the transaction, and the Audit Committee may ratify the transaction in accordance with the Related Party Transactions Policy. In determining whether to approve or ratify a transaction with a related party, the Audit Committee will take into account all of the relevant facts and circumstances available to it, including, among any other factors it deems appropriate: •the benefits to us of the transaction; •the nature of the related party’s interest in the transaction; •whether the transaction would impair the judgment of a director or executive officer to act in the best interests of Alphabet and our stockholders; •the potential impact of the transaction on a director’s independence; and •whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances.

Any member of the Audit Committee who is a related party with respect to a transaction under review may not participate in the deliberations or vote on the approval of the transaction.

If a related party transaction will be ongoing, the Audit Committee may establish guidelines for us to follow in our ongoing dealings with the related party. Thereafter, the Audit Committee, on at least an annual basis, will review and assess ongoing relationships with the related party to monitor compliance with the Audit Committee’s guidelines and that the related party transaction remains appropriate. Based on all relevant facts and circumstances, the Audit Committee will determine if it is in the best interests of Alphabet and its stockholders to continue, modify, or terminate the related party transaction.

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ALPHABET•  2022 PROXY STATEMENT     40

—RELATED PARTY TRANSACTIONS

Indemnification Agreements

We have entered into an indemnification agreement with each of our directors and executive officers. The indemnification agreements, our certificate of incorporation, and bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law.

Use of Moffett Airfield

Pursuant to a 60-year lease agreement with NASA in early 2015, we became the operator of Moffett Airfield (the Airfield). Larry, Sergey, Eric E. Schmidt, and Ram, through their affiliated entities (the Founder Entities), have historically used and paid to NASA applicable fees for the use of the Airfield for their personal aircraft. As the operator of the Airfield, we charge the Founder Entities fees for the use of the Airfield that are (i) non-preferential when compared to the fees charged to other private customers landing aircraft at the Airfield, and (ii) derived from rate schedules that are consistent with what an independent airfield services company believes, based on its industry experience, to be arm’s-length terms that are fair and reasonable to us as the operator. In 2019,2021, we charged the Founder Entities approximately $1,397,089.$1,148,106. These flights have not interfered with our business plans for use of the Airfield. These fees are regularly reviewed by ourthe Audit Committee. Larry, Sergey, Eric, and Ram do not have a material interest in any of the transactions described above.

License of Hangar Space at Moffett Airfield

In December 2015, we entered into an agreement to license a portion of our hangar space at the Airfield to LTA Research & Exploration LLC (LTA), which is owned by an entity affiliated with Sergey. From the beginning of 20192021 through March 31, 2020,2022, we charged LTA approximately $2,881,462.$10,876,786. The Audit Committee believes that this transaction has been conducted on arm’s-length terms that are fair and reasonable to us as the operator of the Airfield based on its review of market comparables that were further reviewed and validated by an independent real estate services firm. This license has not interfered with our business plans for the use of the Airfield. Sergey does not have a material interest in the transaction described above.

License of Hangar Space at the San Jose International Airport

In November 2015, we entered into an agreement with BCH San Jose LLC (BCH) to license the use of a portion of BCH’s hangar space at the Mineta San Jose International Airport to hold Google’s corporate aircraft. In 2019, we paid approximately $559,562 to BCH. Larry, Sergey, and Eric each own one-third interests in BCH, through their respective affiliated entities. In 2021, we paid approximately $1,006,401 to BCH. The Audit Committee reviewed market comparables and has deemed this transaction to be on terms, taken as a whole, no less favorable to us than terms generally available to an unaffiliated third-party under the same or similar circumstances. Larry, Sergey, and Eric do not have a material interest in the transaction described above.

Investments in Certain Private Companies

Google, GV, and Gradient Ventures directly invested, or committed to invest, an aggregate of approximately $81.0$82.85 million in certain private companies from the beginning of 20192021 through March 31, 2020,2022, in which Kleiner Perkins was a co-investor or existing investor (excluding Viz.ai, Inc. investment described below). KPCB Holdings, Inc., as nominee for certain funds of Kleiner Perkins and several of the managers of the fund, holds more than 10% of the outstanding shares of such private companies. In addition, from time to time, we sell to and purchase from companies in which Kleiner Perkins holds more than 10% of the outstanding shares, products and services in the ordinary course of our business,business. L. John Doerr is a managing director/member of the managing members of those funds. L. John Doerr does not have a material interest in any of the transactions described above. Equity Investment in Viz.ai, Inc. In June 2018, GV directly invested $5,000,000 in Viz.ai, Inc., a private company that develops artificial intelligence assisted medical imaging products. In August 2019, GV directly invested $7,000,000 in aggregate in the follow-on round of financing. KPCB Holdings, Inc., as nominee for certain funds of Kleiner Perkins, and Innovation Endeavors II, L.P. co-invested in Viz.ai, Inc. alongside GV. Eric is the sole limited partner of Innovation Endeavors II, L.P. Kleiner Perkins and Innovation Endeavors II, L.P. each hold less than 20% of the outstanding equity of Viz.ai, Inc. In addition, Diane holds an indirect investment in Viz.ai, Inc. as a limited partner of a venture fund. L. John Doerr, Eric, and Diane do not have a material interest in the transaction described above.

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Equity Investment in Replica, Inc. Replica, Inc. is a company that Sidewalk Labs incubated and spun off in May 2019 with Sidewalk Labs retaining approximately 47% ownership of the company. In August 2019, Innovation Endeavors III, L.P. (IE III) invested $10,000,000 in Replica. Eric, who continues to beneficially own more than 5% of Alphabet voting securities, is a limited partner and a minority member of the general partner of IE III, and beneficially owns approximately 18% of the partnership interest of IE III. After completion of the financing round, IE III owns approximately 22% of Replica, and Sidewalk Labs owns approximately 29% of Replica. Replica provides a shared, fully-calibrated platform for monitoring the movement of people and goods to cities, states, and countries to provide them with better insight into their transportation infrastructure needs. Eric does not have a material interest in the transaction described above. Diane B. Greene In connection with Google’s acquisition of bebop Technologies, Inc. (bebop) in December 2015, Diane, who was the then CEO, director, and stockholder of bebop, became Google Senior Vice President, Chief Executive Officer, Google Cloud. As part of the bebop transaction, Diane received 200,729 shares of Alphabet Class C capital stock (Merger Shares) in exchange for her shares in bebop, with the vesting of a portion of such shares subject to continued employment. On January 28, 2019, Diane stepped down from her position as Google Senior Vice President, Chief Executive Officer, Google Cloud, but remained a member of the Board of Directors until June 19, 2019 (the date of our 2019 Annual Meeting of Stockholders). As of her transition date, she had 16,572 unvested Merger Shares. On March 15, 2019, the Board of Directors (other than Diane, who recused herself) unanimously approved a waiver of the employment condition of the vesting of the remaining unvested Merger Shares in light of her leadership and contribution on the Google Cloud team. At the time of the acquisition, Diane pledged to donate all of the Merger Shares to a donor advised fund. Office Building Lease

In July 2017, we purchased three office buildings in Mountain View, California, from an unaffiliated third-party seller. Pursuant to the purchase agreement, the seller’s existing leases were transferred to us, including a lease with Zee.Aero, Inc. (d/b/a Kitty Hawk Corporation)Corporation (formerly Zee.Aero, Inc.), an entity affiliated with Larry. In June 2019, the lease was divided into three separate lease agreements. Kitty Hawk Corporation currently leases two out of three buildings. From the beginning of 20192021 through March 31, 2020,2022, we charged Kitty Hawk Corporation a total of approximately $2,026,275,$2,064,714 in accordancerent and operating expenses to occupy the two buildings. The third building is leased to Wisk Aero LLC, an entity affiliated with Larry. From the rates set forthbeginning of 2021 through March 31, 2022, we charged Wisk Aero LLC a total of approximately $1,004,918. Larry does not have a material interest in the underlying lease agreement that was previously negotiated between Kitty Hawk Corporationtransactions described above.

ALPHABET•  2022 PROXY STATEMENT     41

Equity Investment in Technology Impact Growth Fund II

In November 2021, Alphabet committed to invest up to $100 million in Technology Impact Growth Fund II, L.P. (TIGF II) in exchange for a limited partnership interest therein. Larry has separately invested $100 million in TIGF II through his investment entity and the third-party seller,his family’s charitable foundation, and holds more than 10% equity interest in June 2019 subsequently divided into three separate lease agreements.TIGF II as a limited partner. Larry does not have a material interest in the transaction described above. Employment Matters The spouse

Equity Investment in Viz.ai, Inc.

In June 2018, GV invested $5,000,000 in Viz.ai, Inc., a private company that develops artificial intelligence assisted medical imaging products (Viz.ai). Between August and October 2019, GV invested an additional $6,750,000 in the follow-on round of David has been employed by Googlefinancing. In March 2021, GV invested an additional $2,000,000, and in March 2022, GV invested an additional $4,000,000 in subsequent rounds of financing. KPCB Holdings, Inc., as nominee for certain funds of Kleiner Perkins, and Innovation Endeavors II, L.P. co-invested in Viz. ai alongside GV. An entity affiliated with Eric Schmidt is the sole limited partner of Innovation Endeavors II, L.P. L. John Doerr is a non-executive capacity since April 2018. The total compensationGeneral Partner of David’s spouse, which consistsKleiner Perkins. Kleiner Perkins and Innovation Endeavors II, L.P. each hold less than 20% of the outstanding equity of Viz.ai. In addition, Larry holds an indirect investment in Viz.ai as a limited partner of a base salary, bonus,venture fund. L. John Doerr, Eric, and equity grant, for services provided to GoogleLarry do not have a material interest in fiscal 2019 was approximately $197,000, and was in line with similar roles at Google. A son of Ruth has been employed by Google in a non-executive capacity since October 2017. The total compensation of Ruth’s son, which consists of a base salary, bonus, and equity grant, for services provided to Google in fiscal 2017, 2018, and 2019, was below $120,000 each year, and was in line with similar roles at Google. the transaction described above.

Certain Relationships

From time to time, we engage in certain transactions with other companies affiliated with our directors, executive officers, and significant stockholders or their immediate family members. We believe that all such arrangements have been entered into in the ordinary course of business and have been conducted on an arm’s-length basis and do not represent a material interest to such directors, executive officers, or significant stockholders.

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ALPHABET•  2022 PROXY STATEMENT     42

DIRECTOR COMPENSATION ——BOARD COMPENSATION ARRANGEMENTS FOR NON-EMPLOYEE DIRECTORS

Alphabet’s director compensation program is designed to attract and retain highly qualified non-employee directors. Our program aligns director compensation with compensation offered by peer companies (identified in Section 2 of the “Compensation Discussion and Analysis”) that compete with us for talent.

We designed the program to address the time, effort, expertise, and accountability required of active board membership. OurThe Nominating and Corporate Governance Committee and Leadership Development and Compensation Committee believe that annual compensation for non-employee directors should consist of both cash and equity to compensate members for their service on theour Board of Directors and its committees and equity to align thetheir interests with those of directors and stockholders. By vesting over time, equity also creates an incentive for continued service on our Board of Directors.Board. The Nominating and Corporate Governance Committee and the Leadership Development and Compensation Committee jointly review the compensation programs for non-employee directors on an annual basis.

In 2019,2021, we awarded our standard ongoing compensation to each of our non-employee directors, including an annual $75,000 cash retainer payable in arrears and an annual $350,000 GSUClass C Google Stock Unit (GSU) grant. WeTo John L. Hennessy, we paid an additional $25,000 annual cash retainer and an additional $150,000 annual GSU grant to John L. Hennessy,for his role as our non-executive ChairmanChair of the Board of Directors, given his additional duties in the role. Weour Board. To Ann Mather, we also paid an additional $25,000 annual cash retainer to Ann for her role as the Audit Committee chairperson. Chair.

We awarded the above-mentioned cash retainers and GSU grants to our non-employee directors on July 3, 2019,7, 2021, the first Wednesday of the month following the month of our 20192021 Annual Meeting of Stockholders. GSUs entitle the holder to receive one share of Class C capital stock for each share underlying the GSU as the GSU vests. The exact number of GSUs comprising the equity awards was calculated by dividing the target dollar value of the award by the average closing price of Alphabet’s Class C capital stock onduring the day prior to grant and roundingmonth of June 2021, rounded up to the nearest whole share. All annualAnnual GSU grants made to our non-employee directors are intended to vest at the rate of 1/48th 48^th monthly, beginning on the 25th 25^th day of the month following the grant date until fully vested, subject to continued service on our Board of Directors through the applicable vesting dates. Frances was appointedEffective December 17, 2019, the Compensation Committee approved an amendment to serve as a memberAlphabet’s form of our Boardrestricted stock unit agreement under Alphabet’s 2012 Stock Plan for future grants, such that, similar to GSUs granted to all other Alphabet employees, GSUs granted to directors will immediately vest in full upon termination of Directors and the Nominating and Corporate Governance Committee effective December 7, 2019. In connection with her appointment, she received our standard initial compensation for new non-employee directors consisting of a $1.0 million GSU grant made on January 8, 2020 (the first non-holiday Wednesday of the month following the month of her appointment). These GSUs vest at the rate of 1/4thservice on the 25th dayBoard by reason of the month in which the grant’s first anniversary occurs, and an additional 1/48th vests on the 25th day of each month thereafter, subject to continued service on our Board of Directors through the applicable vesting dates. Frances did not receive any non-employee director compensation in 2019. death.

We reimburse our non-employee directors for reasonable out-of-pocket expenses in connection with attendance at Board of Directors and committee meetings.

Under Alphabet’s Amended and Restated 20122021 Stock Plan, the aggregate amount of stock-based and cash-based awards that may be granted to any non-employee director in respect of any calendar year, solely with respect to his or her service as a member of theour Board, of Directors, is limited to $1.5 million.

To further align directors’ interests with those of our stockholders, each director is required to own shares of Alphabet stock equal in value to at least $1.0 million. Each director has until the later of (i) April 18, 2020; or (ii) five years from the date he or she became a director to comply with these ownership requirements. All of our directors either met the applicable minimum stock ownership guideline as of December 31, 20192021 or were within the grace period noted above to come into compliance with these requirements.

During 2019,2021, Larry, Sergey, Sundar, and EricSundar served as our employee directors and did not receive any compensation for their services as members of our Board of Directors. Diane served as an employee director until her resignation as Chief Executive Officer of Google Cloud, effective January 29, 2019. Following Diane’s transition to non-employee director status, she received our standard non-employee director cash compensation, prorated for her period of service as a non-employee director from January 29, 2019 through the expiration of her term. Eric and Diane did not seek re-election to our Board of Directors at the expiration of their terms on June 19, 2019.Board. Please see the section titled “Executive Compensation” for more information about compensation paid to Larry, Sergey, and Sundar, who werewas a named executive officersofficer during 2019.2021.