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ALPHABET

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ALPHABET INC. : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

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06/21/2019 | 05:21pm EST

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 AnnualMeeting"), 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

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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