Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 2, 2023     ALPHABET INC. (Exact name of registrant as specified in its charter)       Delaware   001-37580   61-1767919 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.) 1600 Amphitheatre Parkway Mountain View , CA 94043 (Address of principal executive offices, including zip code) (650) 253-0000 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Class A Common Stock, $0.001 par value   GOOGL   Nasdaq Stock Market LLC     (Nasdaq Global Select Market) Class C Capital Stock, $0.001 par value   GOOG   Nasdaq Stock Market LLC none   none   (Nasdaq Global Select Market) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐       Item 5.02. 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 2, 2023 (the “ 2023 Annual Meetin g”), Alphabet’s stockholders approved the amendment and restatement of the Alphabet 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 the U.S. Securities and Exchange Commission on April 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 on April 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 Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2023. There were no broker non-votes on this matter. This proposal was approved as set forth below:   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 Audit and Compliance Committee. This proposal was not approved as set forth below:   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 10.01    Alphabet Inc. Amended and Restated 2021 Stock Plan 104    Cover Page Interactive Data File (embedded within the Inline XBRL document)   7 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.       ALPHABET INC. June 8, 2023         /s/ Kathryn W. Hall     Kathryn W. Hall     Assistant Secretary   8