8-K 1 d410268d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 7, 2017

 

 

ALPHABET INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37580   61-1767919

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1600 Amphitheatre Parkway

Mountain View, CA 94043

(Address of principal executive offices, including zip code)

(650) 253-0000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.02. 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 June 7, 2017 (the “2017 Annual Meeting”), Alphabet’s stockholders approved an amendment to 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 15,000,000. A description of the 2012 Stock Plan is set forth in Alphabet’s definitive proxy statement on Form 14A filed with the U.S. Securities and Exchange Commission on April 28, 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.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2017 Annual Meeting, Alphabet’s 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 Class A common stock are entitled to one vote per share and holders of the shares of Class B common stock are entitled to ten votes per share. 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 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      Votes Withheld      Broker Non-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 Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2017. This proposal was approved as set forth below:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

698,113,670

   3,481,013    225,013    0

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 Alphabet’s 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

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

10.01    Alphabet Inc. 2012 Stock Plan


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    ALPHABET INC.
Date: June 9, 2017    

/s/ KENT WALKER

    Kent Walker
    Assistant Secretary


EXHIBIT INDEX

 

Exhibit

No.

  

Description

10.01    Alphabet Inc. 2012 Stock Plan