8-K 1 d766503d8k.htm FORM 8-K Form 8-K
Alphabet Inc.
8-K on 06/21/2019   Download
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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 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 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

(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.

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 Annual Meeting”), 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 Form 8-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 broker non-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 broker non-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

 

Broker Non-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

 

Broker Non-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

 

Broker Non-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

 

Broker Non-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

 

Broker Non-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

 

Broker Non-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

 

Broker Non-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

 

Broker Non-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

 

Broker Non-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

 

Broker Non-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

 

Broker Non-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

 

Broker Non-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

 

Broker Non-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

 

Broker Non-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

 

Broker Non-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