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:





                                                                     Broker
Director Nominee             For         Against     Abstentions   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

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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

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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)

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