Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Stockholders of
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
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the 2022 Annual Meeting, Alphabet's stockholders approved an amendment to the
Alphabet's Amended and Restated Certificate of Incorporation (the "Charter") to
increase the number of authorized shares in connection with a 20-for-one stock
split of Alphabet's Class A common stock, Class B common stock, and Class C
capital stock (the "Charter Amendment"). The Charter Amendment became effective
upon its filing with the Secretary of State of the
As previously announced, each Alphabet stockholder of record at the close of
business on
This description of the Charter Amendment is not complete and is qualified in its entirety by reference to the text of the Charter, as amended and restated, a copy of which is filed as Exhibit 3.01 to this Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2022 Annual Meeting, Alphabet's stockholders voted on twenty-one
proposals as set forth below, all of which are described in detail in the 2022
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
1. The individuals listed below were elected at the 2022 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 592,852,727 10,483,152 444,070 30,350,444 Sergey Brin 592,848,088 10,485,256 446,605 30,350,444 Sundar Pichai 595,666,963 7,658,201 454,785 30,350,444 John L. Hennessy 553,426,687 49,316,543 1,036,719 30,350,444 2
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Frances H. Arnold 589,868,660 12,865,280 1,046,009 30,350,444 L. John Doerr 570,481,269 32,801,993 496,687 30,350,444 Roger W. Ferguson, Jr. 598,326,295 4,942,318 511,336 30,350,444 Ann Mather 537,742,671 65,444,274 593,004 30,350,444 K. Ram Shriram 583,326,313 19,954,131 499,505 30,350,444 Robin L. Washington 590,506,893 12,772,617 500,439 30,350,444
2. The ratification of the appointment of
For Against Abstentions 617,716,269 15,840,842 573,282
3. The approval of an amendment to the 2021 Stock Plan to increase the share reserve by 4,000,000 shares of Class C capital stock. This proposal was approved as set forth below:
For Against Abstentions Broker Non-Votes 506,345,892 96,866,593 567,464 30,350,444
4. The approval of an amendment to Alphabet's Amended and Restated Certificate of Incorporation to increase the number of authorized shares. There were no broker non-votes on this matter. This proposal was approved as set forth below:
For Against Abstentions 609,336,661 24,202,969 590,763
5. A stockholder proposal regarding a lobbying report. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes 114,337,748 488,159,890 1,282,311 30,350,444
6. A stockholder proposal regarding a climate lobbying report. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes 113,506,023 482,661,112 7,612,814 30,350,444 3
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7. A stockholder proposal regarding a report on physical risks of climate change. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes 107,101,112 494,683,281 1,995,556 30,350,444
8. A stockholder proposal regarding a report on water management risks. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes 136,092,909 465,662,037 2,025,003 30,350,444
9. A stockholder proposal regarding a racial equity audit. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes 134,699,006 466,991,436 2,089,507 30,350,444
10. A stockholder proposal regarding a report on concealment clauses. This is proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes 72,130,367 528,736,242 2,913,340 30,350,444
11. A stockholder proposal regarding equal shareholder voting. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes 200,212,885 402,897,885 669,179 30,350,444
12. A stockholder proposal regarding a report on government takedown requests. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes 2,422,967 597,589,694 3,767,288 30,350,444 4
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13. A stockholder proposal regarding a human rights assessment of data center siting. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes 102,603,593 498,995,355 2,181,001 30,350,444
14. A stockholder proposal regarding a report on data collection, privacy, and security. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes 73,742,058 528,275,894 1,761,997 30,350,444
15. A stockholder proposal regarding algorithm disclosures. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes 117,998,457 483,701,300 2,080,192 30,350,444
16. A stockholder proposal regarding misinformation and disinformation. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes 138,860,290 462,429,154 2,490,505 30,350,444
17. A stockholder proposal regarding a report on external costs of disinformation. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes 21,171,063 578,562,198 4,046,688 30,350,444
18. A stockholder proposal regarding a report on board diversity. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes 31,672,686 569,647,268 2,459,995 30,350,444 5
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19. A stockholder proposal regarding the establishment of an environmental sustainability board committee. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes 28,643,318 572,059,570 3,077,061 30,350,444
20. A stockholder proposal regarding a policy on non-management employee representative director. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes 15,377,634 587,364,843 1,037,472 30,350,444
21. A stockholder proposal regarding a report on policies regarding military and militarized policing agencies. This proposal was not approved as set forth below:
For Against Abstentions Broker Non-Votes 55,301,799 544,653,039 3,825,111 30,350,444 Item 8.01. Other Events.
Effective as of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.01 Amended and Restated Certificate of Incorporation ofAlphabet Inc. 10.01Alphabet Inc. Amended and Restated 2021 Stock Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 6
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