Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Amended and Restated Alphabet Inc. 2021 Stock Plan

At the Annual Meeting of Stockholders of Alphabet Inc. ("Alphabet") held on June 1, 2022 (the "2022 Annual Meeting"), Alphabet's stockholders approved an amendment to Alphabet Inc. 2021 Stock Plan (the "2021 Stock Plan") to increase the share reserve by 4,000,000 shares of Class C capital stock.

A description of the 2021 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 22, 2022 (the "2022 Proxy Statement") and is qualified in its entirety by reference to the full text of the 2021 Stock Plan, a copy of which is being filed as Exhibit 10.01 to this Form 8-K.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

At the 2022 Annual Meeting, Alphabet's stockholders approved an amendment to the Alphabet's Amended and Restated Certificate of Incorporation (the "Charter") to increase the number of authorized shares in connection with a 20-for-one stock split of Alphabet's Class A common stock, Class B common stock, and Class C capital stock (the "Charter Amendment"). The Charter Amendment became effective upon its filing with the Secretary of State of the State of Delaware on June 3, 2022.

As previously announced, each Alphabet stockholder of record at the close of business on July 1, 2022 (the "Stock Split Record Date") will receive, after the close of business on July 15, 2022, 19 additional shares for every one share held as of the Stock Split Record Date. Trading is expected to begin on a split-adjusted basis on July 18, 2022.

This description of the Charter Amendment is not complete and is qualified in its entirety by reference to the text of the Charter, as amended and restated, a copy of which is filed as Exhibit 3.01 to this Form 8-K.

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

At the 2022 Annual Meeting, Alphabet's stockholders voted on twenty-one proposals as set forth below, all of which are described in detail in the 2022 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 5, 2022 (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 2022 Annual Meeting. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.

1. The individuals listed below were elected at the 2022 Annual Meeting to serve as directors of Alphabet until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified:



Director Nominee       For        Against     Abstentions   Broker Non-Votes
Larry Page         592,852,727   10,483,152     444,070        30,350,444
Sergey Brin        592,848,088   10,485,256     446,605        30,350,444
Sundar Pichai      595,666,963   7,658,201      454,785        30,350,444
John L. Hennessy   553,426,687   49,316,543    1,036,719       30,350,444



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Frances H. Arnold        589,868,660   12,865,280   1,046,009   30,350,444
L. John Doerr            570,481,269   32,801,993    496,687    30,350,444
Roger W. Ferguson, Jr.   598,326,295   4,942,318     511,336    30,350,444
Ann Mather               537,742,671   65,444,274    593,004    30,350,444
K. Ram Shriram           583,326,313   19,954,131    499,505    30,350,444
Robin L. Washington      590,506,893   12,772,617    500,439    30,350,444

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, 2022. There were no broker non-votes on this matter. This proposal was approved as set forth below:



    For        Against     Abstentions
617,716,269   15,840,842     573,282

3. The approval of an amendment to the 2021 Stock Plan to increase the share reserve by 4,000,000 shares of Class C capital stock. This proposal was approved as set forth below:



    For        Against     Abstentions   Broker Non-Votes
506,345,892   96,866,593     567,464        30,350,444

4. The approval of an amendment to Alphabet's Amended and Restated Certificate of Incorporation to increase the number of authorized shares. There were no broker non-votes on this matter. This proposal was approved as set forth below:



    For        Against     Abstentions
609,336,661   24,202,969     590,763

5. A stockholder proposal regarding a lobbying report. This proposal was not approved as set forth below:

For Against Abstentions Broker Non-Votes 114,337,748 488,159,890 1,282,311 30,350,444

6. A stockholder proposal regarding a climate lobbying report. This proposal was not approved as set forth below:



    For         Against     Abstentions   Broker Non-Votes
113,506,023   482,661,112    7,612,814       30,350,444



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7. A stockholder proposal regarding a report on physical risks of climate change. This proposal was not approved as set forth below:

For Against Abstentions Broker Non-Votes 107,101,112 494,683,281 1,995,556 30,350,444

8. A stockholder proposal regarding a report on water management risks. This proposal was not approved as set forth below:

For Against Abstentions Broker Non-Votes 136,092,909 465,662,037 2,025,003 30,350,444

9. A stockholder proposal regarding a racial equity audit. This proposal was not approved as set forth below:

For Against Abstentions Broker Non-Votes 134,699,006 466,991,436 2,089,507 30,350,444

10. A stockholder proposal regarding a report on concealment clauses. This is proposal was not approved as set forth below:

For Against Abstentions Broker Non-Votes 72,130,367 528,736,242 2,913,340 30,350,444

11. A stockholder proposal regarding equal shareholder voting. This proposal was not approved as set forth below:

For Against Abstentions Broker Non-Votes 200,212,885 402,897,885 669,179 30,350,444

12. A stockholder proposal regarding a report on government takedown requests. This proposal was not approved as set forth below:



   For        Against     Abstentions   Broker Non-Votes
2,422,967   597,589,694    3,767,288       30,350,444



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13. A stockholder proposal regarding a human rights assessment of data center siting. This proposal was not approved as set forth below:

For Against Abstentions Broker Non-Votes 102,603,593 498,995,355 2,181,001 30,350,444

14. A stockholder proposal regarding a report on data collection, privacy, and security. This proposal was not approved as set forth below:

For Against Abstentions Broker Non-Votes 73,742,058 528,275,894 1,761,997 30,350,444

15. A stockholder proposal regarding algorithm disclosures. This proposal was not approved as set forth below:

For Against Abstentions Broker Non-Votes 117,998,457 483,701,300 2,080,192 30,350,444

16. A stockholder proposal regarding misinformation and disinformation. This proposal was not approved as set forth below:

For Against Abstentions Broker Non-Votes 138,860,290 462,429,154 2,490,505 30,350,444

17. A stockholder proposal regarding a report on external costs of disinformation. This proposal was not approved as set forth below:

For Against Abstentions Broker Non-Votes 21,171,063 578,562,198 4,046,688 30,350,444

18. A stockholder proposal regarding a report on board diversity. This proposal was not approved as set forth below:



   For         Against     Abstentions   Broker Non-Votes
31,672,686   569,647,268    2,459,995       30,350,444



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19. A stockholder proposal regarding the establishment of an environmental sustainability board committee. This proposal was not approved as set forth below:



   For         Against     Abstentions   Broker Non-Votes
28,643,318   572,059,570    3,077,061       30,350,444

20. A stockholder proposal regarding a policy on non-management employee representative director. This proposal was not approved as set forth below:

For Against Abstentions Broker Non-Votes 15,377,634 587,364,843 1,037,472 30,350,444

21. A stockholder proposal regarding a report on policies regarding military and militarized policing agencies. This proposal was not approved as set forth below:



   For         Against     Abstentions   Broker Non-Votes
55,301,799   544,653,039    3,825,111       30,350,444


Item 8.01. Other Events.

Effective as of June 1, 2022, Robin L. Washington will serve as a member of the Audit and Compliance Committee of the Board of Directors of Alphabet (the "Board"). Ms. Washington will continue to serve as chair of the Leadership Development, Inclusion and Compensation Committee of the Board.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.      Description

3.01         Amended and Restated Certificate of Incorporation of Alphabet Inc.

10.01        Alphabet Inc. Amended and Restated 2021 Stock Plan

104        Cover Page Interactive Data File (embedded within the Inline XBRL document)



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