UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 19, 2019
ALPHABET INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-37580 | 61-1767919 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1600 Amphitheatre Parkway
Mountain View, CA 94043
(Address of principal executive offices, including zip code)
(650)253-0000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A Common Stock, $0.001 par value | GOOGL | Nasdaq Stock Market LLC (Nasdaq Global Select Market) | ||
Class C Capital Stock, $0.001 par value | GOOG | Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Alphabet Inc. Amended and Restated 2012 Stock Plan
At the Annual Meeting of Stockholders of Alphabet Inc. (“Alphabet”) held on June 19, 2019 (the “2019 AnnualMeeting”), Alphabet’s stockholders approved the amendment and restatement of the Alphabet Inc. 2012 Stock Plan (the “2012 Stock Plan”) to increase the number of authorized shares of Class C capital stock that may be issued under the 2012 Stock Plan by 3,000,000. The 2012 Stock Plan also includes certain revisions in light of changes in the tax treatment of performance-based awards. A description of the 2012 Stock Plan and related matters was set forth in Alphabet’s definitive proxy statement on Form 14A filed with the U.S. Securities and Exchange Commission on April 30, 2019 (the “2019 Proxy Statement”) and is qualified in its entirety by reference to the full text of the 2012 Stock Plan, a copy of which is being filed as Exhibit 10.01 to this Form8-K.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2019 Annual Meeting, Alphabet’s stockholders voted on seventeen proposals as set forth below, sixteen of which are described in detail in the 2019 Proxy Statement. Holders of the shares of Class A common stock were entitled to one vote per share held as of the close of business on April 22, 2019 (the “Record Date”) and holders of the shares of Class B common stock were entitled to ten votes per share held as of the Record Date. Holders of the shares of Class A common stock and holders of the shares of Class B common stock voted together as a single class on all matters (including the election of directors) submitted to a vote of stockholders at the 2019 Annual Meeting. The number of votes cast for and against and the number of abstentions and brokernon-votes with respect to each matter voted upon are set forth below.
1. The individuals listed below were elected at the 2019 Annual Meeting to serve as directors of Alphabet until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified:
Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
Larry Page | 655,657,154 | 4,043,560 | 37,722,293 | |||||||||
Sergey Brin | 655,104,530 | 4,596,184 | 37,722,293 | |||||||||
John L. Hennessy | 615,553,739 | 44,146,975 | 37,722,293 | |||||||||
L. John Doerr | 582,911,649 | 76,789,065 | 37,722,293 | |||||||||
Roger W. Ferguson, Jr. | 656,772,507 | 2,928,207 | 37,722,293 | |||||||||
Ann Mather | 557,847,209 | 101,853,505 | 37,722,293 | |||||||||
Alan R. Mulally | 657,475,379 | 2,225,335 | 37,722,293 | |||||||||
Sundar Pichai | 652,983,080 | 6,717,634 | 37,722,293 | |||||||||
K. Ram Shriram | 597,895,807 | 61,804,907 | 37,722,293 | |||||||||
Robin L. Washington | 639,890,402 | 19,810,312 | 37,722,293 |
2. The ratification of the appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2019. There were no brokernon-votes on this matter. This proposal was approved as set forth below:
For | Against | Abstain | ||
691,234,682 | 5,505,451 | 682,874 |
3. The approval of amendment and restatement of Alphabet’s 2012 Stock Plan to increase the share reserve by 3,000,000 shares of Class C capital stock. This proposal was approved as set forth below:
For | Against | Abstain | BrokerNon-Votes | |||
578,970,212 | 80,125,062 | 605,340 | 37,722,293 |
4. A stockholder proposal regarding equal shareholder voting. This proposal was not approved as set forth below:
For | Against | Abstain | BrokerNon-Votes | |||
198,006,368 | 460,834,473 | 859,873 | 37,722,293 |
5. A stockholder proposal regarding inequitable employment practices. This proposal was not approved as set forth below:
For | Against | Abstain | BrokerNon-Votes | |||
81,672,263 | 572,238,148 | 5,790,303 | 37,722,293 |
6. A stockholder proposal regarding the establishment of a societal risk oversight committee. This proposal was not approved as set forth below:
For | Against | Abstain | BrokerNon-Votes | |||
57,757,560 | 598,089,219 | 3,853,935 | 37,722,293 |
7. A stockholder proposal regarding a report on sexual harassment risk management. This proposal was not approved as set forth below:
For | Against | Abstain | BrokerNon-Votes | |||
115,171,078 | 533,711,638 | 10,817,998 | 37,722,293 |
8. A stockholder proposal regarding majority vote for the election of directors. This proposal was not approved as set forth below:
For | Against | Abstain | BrokerNon-Votes | |||
200,177,935 | 458,684,478 | 838,301 | 37,722,293 |
9. A stockholder proposal regarding a report on gender pay. This proposal was not approved as set forth below:
For | Against | Abstain | BrokerNon-Votes | |||
73,287,283 | 576,966,952 | 9,446,479 | 37,722,293 |
10. A stockholder proposal regarding strategic alternatives. This proposal was not approved as set forth below:
For | Against | Abstain | BrokerNon-Votes | |||
3,098,848 | 654,073,005 | 2,528,861 | 37,722,293 |
11. A stockholder proposal regarding the nomination of an employee representative director. This proposal was not approved as set forth below:
For | Against | Abstain | BrokerNon-Votes | |||
11,577,257 | 647,233,858 | 889,599 | 37,722,293 |
12. A stockholder proposal regarding simple majority vote. This proposal was not approved as set forth below:
For | Against | Abstain | BrokerNon-Votes | |||
44,870,099 | 613,973,012 | 857,603 | 37,722,293 |
13. A stockholder proposal regarding a sustainability metrics report. This proposal was not approved as set forth below:
For | Against | Abstain | BrokerNon-Votes | |||
63,801,439 | 592,757,722 | 3,141,543 | 37,722,293 |
14. A stockholder proposal regarding Google Search in China. This proposal was not approved as set forth below:
For | Against | Abstain | BrokerNon-Votes | |||
14,201,226 | 638,898,701 | 6,600,787 | 37,722,293 |
15. A stockholder proposal regarding a clawback policy. This proposal was not approved as set forth below:
For | Against | Abstain | BrokerNon-Votes | |||
162,592,876 | 495,082,316 | 2,025,522 | 37,722,293 |
16. A stockholder proposal regarding a report on content governance. This proposal was not approved as set forth below:
For | Against | Abstain | BrokerNon-Votes | |||
44,886,156 | 602,726,228 | 12,088,320 | 37,722,293 |
17. A stockholder proposal presented at the 2019 Annual Meeting but not included in 2019 Proxy Statement regarding Alphabet’s compliance with sanctions programs. This proposal was not approved as set forth below:
For | Against | Abstain | BrokerNon-Votes | |||
139 | 443,132,658 | 0 | 254,290,210 |
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. | Description | |
10.01 | Alphabet Inc. Amended and Restated 2012 Stock Plan |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ALPHABET INC. | ||||||
Date: June 21, 2019 | /s/ Kathryn W. Hall | |||||
Kathryn W. Hall Assistant Secretary |