Alphabet Inc.
(Inactive) in a 8-K on 06/04/2021   Download
SEC Document
SEC Filing
NASDAQ NASDAQ false 0001652044 0001652044 2021-06-02 2021-06-02 0001652044 us-gaap:CommonClassAMember 2021-06-02 2021-06-02 0001652044 us-gaap:CapitalUnitClassAMember 2021-06-02 2021-06-02

 

 

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, 2021

 

 

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.

Alphabet Inc. 2021 Stock Plan

At the Annual Meeting of Stockholders of Alphabet Inc. (“Alphabet”) held on June 2, 2021 (the “2021 Annual Meeting”), Alphabet’s stockholders approved the Alphabet Inc. 2021 Stock Plan (the “2021 Stock Plan”).

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 23, 2021 (the “2021 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 2021 Annual Meeting, Alphabet’s stockholders voted on eleven proposals as set forth below, all of which are described in detail in the 2021 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 6, 2021 (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 2021 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 2021 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

   608,535,148    7,751,352    425,450    27,746,606

Sergey Brin

   607,853,726    8,432,758    425,466    27,746,606

Sundar Pichai

   609,760,386    6,519,285    432,279    27,746,606

John L. Hennessy

   581,948,375    34,252,772    510,803    27,746,606

Frances H. Arnold

   605,217,216    11,036,543    458,191    27,746,606

L. John Doerr

   491,614,116    124,255,318    842,516    27,746,606

Roger W. Ferguson, Jr.

   611,387,216    4,781,895    542,839    27,746,606

Ann Mather

   484,058,192    132,136,357    517,401    27,746,606

Alan R. Mulally

   610,717,672    5,539,456    454,822    27,746,606

K. Ram Shriram

   544,638,920    71,296,586    776,444    27,746,606

Robin L. Washington

   547,764,694    68,047,749    899,507    27,746,606


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, 2021. There were no broker non-votes on this matter. This proposal was approved as set forth below:

 

For

 

Against

 

Abstentions

632,785,899

  11,111,117   561,540

3. The approval of Alphabet’s 2021 Stock Plan. This proposal was approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

516,810,091

  99,292,623   609,236   27,746,606

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

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

193,599,041

  422,370,943   741,966   27,746,606

5. A stockholder proposal regarding the nomination of human rights and/or civil rights expert to the board. This proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

63,390,940

  551,796,241   1,524,769   27,746,606

6. A stockholder proposal regarding a report on sustainability metrics. This proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

75,316,803

  540,215,188   1,179,959   27,746,606

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

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

81,852,985

  532,910,113   1,948,852   27,746,606


8. A stockholder proposal regarding a report on whistleblower policies and practices. This proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

63,800,336

  551,052,472   1,859,142   27,746,606

9. A stockholder proposal regarding a report on charitable contributions. This proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

3,437,527

  611,936,833   1,337,590   27,746,606

10. A stockholder proposal regarding a report on risks related to anticompetitive practices. This is proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

76,185,971

  538,724,880   1,801,099   27,746,606

11. A stockholder proposal regarding a transition to a public benefit corporation. This proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

7,167,274

  607,775,347   1,769,329   27,746,606

 

Item 9.01.

Financial Statements and Exhibits.

(d)    Exhibits.

 

Exhibit No.

  

Description

10.01    Alphabet Inc. 2021 Stock Plan
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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 4, 2021    

/s/ KATHRYN W. HALL

 
    Kathryn W. Hall
Assistant Secretary