ALPHABET INC. (NASDAQ:GOOG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Alphabet Inc. 2012 Stock Plan
At the Annual Meeting of Stockholders of Alphabet Inc.
(Alphabet) held on June7, 2017 (the 2017
AnnualMeeting), Alphabets stockholders approved an
amendment to the Alphabet Inc. 2012 Stock Plan (the 2012 Stock
Plan) to increase the number of authorized shares of ClassC
capital stock that may be issued under the 2012 Stock Plan by
15,000,000. A description of the 2012 Stock Plan is set forth in
Alphabets definitive proxy statement on Form 14A filed with the
U.S. Securities and Exchange Commission on April28, 2017 (the
2017 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.
| Item5.07. |
Submission of Matters to a Vote of Security Holders. |
At the 2017 Annual Meeting, Alphabets stockholders voted on
twelve proposals as set forth below, each of which is described
in detail in the 2017 Proxy Statement. Holders of the shares of
ClassA common stock are entitled to one vote per share and
holders of the shares of ClassB common stock are entitled to ten
votes per share. Holders of the shares of ClassA common stock and
holders of the shares of ClassB common stock voted together as a
single class on all matters (including the election of directors)
submitted to a vote of stockholders at the 2017 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 2017 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 | VotesWithheld | BrokerNon-Votes | |||||||||
|
Larry Page |
660,933,637 | 5,439,329 | 35,446,730 | |||||||||
|
Sergey Brin |
657,859,758 | 8,513,208 | 35,446,730 | |||||||||
|
Eric E. Schmidt |
658,579,844 | 7,793,122 | 35,446,730 | |||||||||
|
L. John Doerr |
566,336,592 | 100,036,374 | 35,446,730 | |||||||||
|
Roger W. Ferguson, Jr. |
655,652,105 | 10,720,861 | 35,446,730 | |||||||||
|
Diane B. Greene |
657,590,414 | 8,782,552 | 35,446,730 | |||||||||
|
John L. Hennessy |
650,461,498 | 15,911,468 | 35,446,730 | |||||||||
|
Ann Mather |
558,883,782 | 107,489,184 | 35,446,730 | |||||||||
|
Alan R. Mulally |
663,524,613 | 2,848,353 | 35,446,730 | |||||||||
|
Paul S. Otellini |
576,789,392 | 89,583,574 | 35,446,730 | |||||||||
|
K. Ram Shriram |
577,668,568 | 88,704,398 | 35,446,730 | |||||||||
|
Shirley M.Tilghman |
647,816,719 | 18,556,247 | 35,446,730 |
2. The ratification of the appointment of Ernst Young LLP as
Alphabets independent registered public accounting firm for the
fiscal year ending December31, 2017. This proposal was approved
as set forth below:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
698,113,670 |
3,481,013 | 225,013 |
3. The amendment to the 2012 Stock Plan to increase the share
reserve by 15,000,000 shares of Class C capital stock. This
proposal was approved as set forth below:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
491,056,732 |
173,798,557 | 1,517,677 | 35,446,730 |
4. The approval, on an advisory basis, of the compensation
awarded to Alphabets named executive officers, as disclosed in
the 2017 Proxy Statement. This proposal was approved as set forth
below:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
501,235,153 |
163,771,038 | 1,366,775 | 35,446,730 |
5. An advisory vote on the frequency of future stockholder
advisory votes regarding compensation awarded to named executive
officers. A majority of stockholders voted for 3 Years as set
forth below (and Alphabet will hold advisory votes on executive
compensation once every 3 years):
|
3 Years |
2 Years |
1 Year |
Abstain |
Broker Non-Votes |
||||
|
492,804,562 |
798,707 | 172,426,687 | 343,010 | 35,446,730 |
6. A stockholder proposal regarding equal shareholder voting.
This proposal was not approved as set forth below:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
191,712,790 |
472,583,246 | 2,076,930 | 35,446,730 |
7. A stockholder proposal regarding a lobbying report. This
proposal was not approved as set forth below:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
84,502,262 |
579,981,683 | 1,889,021 | 35,446,730 |
8. A stockholder proposal regarding a political contributions
report. This proposal was not approved as set forth below:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
67,747,064 |
593,568,258 | 5,057,644 | 35,446,730 |
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 |
|||
|
84,201,226 |
579,620,796 | 2,550,944 | 35,446,730 |
10. A stockholder proposal regarding a charitable contributions
report. This proposal was not approved as set forth below:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
3,429,186 |
658,167,833 | 4,775,947 | 35,446,730 |
11. A stockholder proposal regarding the implementation of Holy
Land Principles. This proposal was not approved as set forth
below:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
4,944,071 |
653,580,746 | 7,848,149 | 35,446,730 |
12. A stockholder proposal regarding a report on fake news. This
proposal was not approved as set forth below:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
9,435,099 |
650,652,871 | 6,284,996 | 35,446,730 |
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description |
|
| 10.01 | Alphabet Inc. 2012 Stock Plan |
About ALPHABET INC. (NASDAQ:GOOG)
Alphabet Inc. is a holding company. The Company holds interests in Google Inc. (Google). The Company’s segments include Google and Other Bets. Google segment includes Internet products, such as Search, Ads, Commerce, Maps, YouTube, Apps, Cloud, Android, Chrome, Google Play, and hardware products, including Chromecast, Chromebooks and Nexus, which are sold by the Company. Its technical infrastructure and Virtual Reality are also included in Google segment. Google segment is engaged in advertising, sales of digital content, applications and cloud services, as well as sale of Google branded hardware. The Other Bets segment consists of various operating segments and includes businesses, such as Access/Google Fiber, Calico, Nest, Verily, GV, Google Capital, X and other initiatives. Other Bets segment is engaged in the sale of Nest hardware products, Internet and television services through Google Fiber, and licensing and research and development (R&D) services through Verily.
