ALPHABET INC. 
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
At the Annual Meeting of Stockholders ofAlphabet Inc. ("Alphabet") held onJune 2, 2023 (the "2023 Annual Meeting"), Alphabet's stockholders approved the amendment and restatement of theAlphabet Inc. Amended and Restated 2021 Stock Plan (the "2021 Stock Plan") to increase the share reserve by 170,000,000 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 theU.S. Securities and Exchange Commission onApril 21, 2023 (the "2023 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 5.07. Submission of Matters to a Vote of Security Holders.
At the 2023 Annual Meeting, Alphabet's stockholders voted on nineteen proposals as set forth below, eighteen of which are described in detail in the 2023 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 onApril 4, 2023 (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 2023 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 2023 Annual Meeting to serve as directors of Alphabet until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified: Director Nominee For Against Abstentions Broker Non-Votes Larry Page 12,631,049,270 185,039,557 15,696,609 592,425,793 Sergey Brin 12,630,696,538 185,190,472 15,898,426 592,425,793 Sundar Pichai 12,662,132,801 153,686,958 15,965,677 592,425,793 John L. Hennessy 10,791,696,524 2,019,742,113 20,346,799 592,425,793 Frances H. Arnold 11,469,984,369 1,339,242,213 22,558,854 592,425,793 R. Martin "Marty" Chávez 12,773,751,152 40,995,922 17,038,362 592,425,793 L. John Doerr 11,993,651,485 821,490,656 16,643,295 592,425,793 Roger W. Ferguson Jr. 12,718,137,871 96,671,443 16,976,122 592,425,793 Ann Mather 11,634,021,024 1,179,935,996 17,828,416 592,425,793 K. Ram Shriram 12,240,632,825 571,800,525 19,352,086 592,425,793 Robin L. Washington 12,007,738,992 807,306,070 16,740,374 592,425,793 2
--------------------------------------------------------------------------------
2. The ratification of the appointment of
For Against Abstentions
13,104,253,756 300,350,797 19,606,676
3. The approval of the amendment and restatement of the 2021 Stock Plan to increase the share reserve by 170,000,000 shares of Class C capital stock. This proposal was approved as set forth below:
For Against Abstentions Broker Non-Votes
10,842,958,851 1,966,819,224 22,007,361 592,425,793
4. The approval, on an advisory basis, of the compensation awarded to Alphabet's named executive officers, as disclosed in the 2023 Proxy Statement. This proposal was approved as set forth below:
For Against Abstentions Broker Non-Votes
9,690,996,228 3,117,019,312 23,769,896 592,425,793
5. An advisory vote on the frequency of advisory votes to approve compensation
awarded to named executive officers. A frequency of 3 years received the highest
number of votes as set forth below (and Alphabet will hold advisory votes on
executive compensation once every 3 years):
1 Year 2 Years 3 Years Abstentions Broker Non-Votes
3,937,776,422 5,555,451 8,871,432,162 17,021,401 592,425,793
3
--------------------------------------------------------------------------------
6. A stockholder proposal regarding a lobbying report. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes
2,275,998,621 10,473,643,536 82,143,279 592,425,793
7. A stockholder proposal regarding a congruency report. This proposal was not approved as set forth below: For Against Abstentions Broker Non-Votes 55,512,414 12,723,842,969 52,430,053 592,425,793
8. A stockholder proposal regarding a climate lobbying report. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes
1,813,942,162 10,968,228,804 49,614,470 592,425,793
9. A stockholder proposal regarding a report on reproductive rights and data privacy. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes 894,679,585 11,847,277,597 89,828,254 592,425,793
10. 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
1,670,256,263 11,071,345,807 90,183,366 592,425,793
4
--------------------------------------------------------------------------------
11. A stockholder proposal regarding a human rights assessment of targeted ad policies and practices. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes
2,281,438,520 10,380,637,459 169,709,457 592,425,793
12. A stockholder proposal regarding algorithm disclosures. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes
2,177,846,989 10,618,493,044 35,445,403 592,425,793
13. A stockholder proposal regarding a report on alignment of YouTube policies with legislation. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes
2,301,401,235 10,495,777,571 34,606,630 592,425,793
14. A stockholder proposal regarding a content governance report. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes 80,179,398 12,694,759,214 56,846,824 592,425,793
15. A stockholder proposal regarding a performance review of the
For Against Abstentions Broker Non-Votes
1,070,146,850 11,723,039,308 38,599,278 592,425,793
5
--------------------------------------------------------------------------------
16. A stockholder proposal regarding bylaws amendment. This proposal was not
approved as set forth below:
For Against Abstentions Broker Non-Votes
634,267,797 12,168,425,191 29,092,448 592,425,793
17. A stockholder proposal regarding "executives to retain significant stock." This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes
1,246,419,473 11,550,780,219 34,585,744 592,425,793
18. A stockholder proposal regarding equal shareholder voting. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes
3,942,644,250 8,867,098,685 22,042,501 592,425,793
19. A stockholder proposal presented at the 2023 Annual Meeting but not included
in the 2023 Proxy Statement regarding vesting of performance stock units. This
proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes
8,959 12,831,776,477 0 592,425,793
6
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.01Alphabet Inc. Amended and Restated 2021 Stock Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
7
--------------------------------------------------------------------------------
© Edgar Online, source
