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 3, 2020 (the "2020 Annual Meeting"), Alphabet's stockholders approved the amendment of the Alphabet Inc. Amended and Restated 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 8,500,000. 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 24, 2020 (the "2020 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 2020 Annual Meeting, Alphabet's stockholders voted on fourteen proposals as set forth below, each of which are described in detail in the 2020 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 7, 2020 (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 2020 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 2020 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                622,258,205      9,473,125          30,170,619
Sergey Brin               622,291,024      9,440,306          30,170,619
Sundar Pichai             624,726,275      7,005,055          30,170,619
John L. Hennessy          615,766,904     15,964,426          30,170,619
Frances H. Arnold         629,385,562      2,345,768          30,170,619
L. John Doerr             515,837,534     115,893,796         30,170,619
Roger W. Ferguson, Jr.    628,565,248      3,166,082          30,170,619
Ann Mather                576,672,827     55,058,503          30,170,619
Alan R. Mulally           486,254,936     145,476,394         30,170,619
K. Ram Shriram            553,831,788     77,899,542          30,170,619
Robin L. Washington       560,420,316     71,311,014          30,170,619


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, 2020. There were no broker non-votes on this matter. This proposal was approved as set forth below:


        For         Against     Abstain
    651,781,634    9,593,064    527,251


3. The approval of amendment of the 2012 Stock Plan to increase the share reserve by 8,500,000 shares of Class C capital stock. This proposal was approved as set forth below:


     For          Against      Abstain     Broker Non-Votes
 521,318,361    109,903,100    509,869        30,170,619




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4. The approval, on an advisory basis, of the compensation awarded to Alphabet's named executive officers, as disclosed in the 2020 Proxy Statement. This proposal was approved as set forth below:


     For          Against      Abstain     Broker Non-Votes
 472,600,964    158,370,518    759,848        30,170,619



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


     For          Against      Abstain     Broker Non-Votes
 199,829,689    431,188,435    713,206        30,170,619



6. A stockholder proposal regarding a report on arbitration of employment-related claims. This proposal was not approved as set forth below:


     For          Against      Abstain     Broker Non-Votes
 101,649,103    528,047,290   2,034,937       30,170,619



7. A stockholder proposal regarding the establishment of a human rights risk oversight committee. This proposal was not approved as set forth below:


     For          Against      Abstain     Broker Non-Votes
 102,370,946    527,163,729   2,196,655       30,170,619



8. A stockholder proposal regarding non-binding vote on amendment of bylaws. This proposal was not approved as set forth below:


    For        Against      Abstain     Broker Non-Votes
 5,944,134   624,275,101   1,512,095       30,170,619



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


     For          Against      Abstain     Broker Non-Votes
  82,496,552    547,744,837   1,489,941       30,170,619



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


     For          Against      Abstain     Broker Non-Votes
  72,012,185    557,546,479   2,172,666       30,170,619





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11. A stockholder proposal regarding majority vote for election of directors. This proposal was not approved as set forth below:


     For          Against      Abstain     Broker Non-Votes
 185,435,391    445,451,551    844,388        30,170,619



12. A stockholder proposal regarding a report on gender/racial pay equity. This proposal was not approved as set forth below:


     For          Against      Abstain     Broker Non-Votes
  30,555,786    599,071,284   2,104,260       30,170,619


13. 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      Abstain     Broker Non-Votes
  56,739,398    573,507,854   1,484,078       30,170,619


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

For Against Abstain Broker Non-Votes

30,952,422 598,225,161 2,553,747 30,170,619

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

10.01. Alphabet Inc. Amended and Restated 2012 Stock Plan.

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