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)

July 11, 2022

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value	GOOGL	Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)
Class C Capital Stock, $0.001 par value	GOOG	Nasdaq Stock Market LLC
none	none	(Nasdaq Global Select Market)

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.

On July 11, 2022, the Board of Directors (the “Board”) of Alphabet Inc. (the “Company”) appointed R. Martin Chávez to serve as a member of the Board and the Audit and Compliance Committee of the Board (the “Audit and Compliance Committee”), effective immediately. Upon the effective date of Mr. Chávez’s appointment to the Audit and Compliance Committee, Robin L. Washington resigned from the Audit and Compliance Committee. Ms. Washington will continue to serve as chair of the Leadership Development, Inclusion and Compensation Committee of the Board.

There are no arrangements or understandings between Mr. Chávez and any other persons pursuant to which Mr. Chávez was selected as a director of the Company. There are no relationships or related transactions between Mr. Chávez and the Company that would be required to be reported.

Mr. Chávez has been a partner and vice chairman of Sixth Street, a global asset manager, since May 2021. From November 1993 to December 1997, and from January 2005 to December 2019, he served in a number of executive positions at Goldman Sachs, including Chief Information Officer, Chief Financial Officer, and global co-head of the firm’s Securities Division, and was a partner and a member of Goldman Sachs’ management committee. Previously, Mr. Chávez was Chief Executive Officer and co-founder of Kiodex, which was acquired by Sungard in 2004, and Chief Technology Officer and co-founder of Quorum Software Systems. Mr. Chávez has been a member of the board of directors of Recursion Pharmaceuticals, Inc., a digital biology company, since April 2020, and serves as its chair and a member of its audit committee. Mr. Chávez was previously a director of Banco Santander, S.A., a financial services company, from October 2020 to June 2022, and served on its nomination committee. Mr. Chávez currently serves as a member of the board of directors of the Broad Institute of MIT and Harvard, the Stanford Medicine Board of Fellows, and the Los Angeles Philharmonic. He holds a Bachelor of Arts degree in biochemical sciences and a Master of Science degree in computer science from Harvard University, and a Doctoral degree in medical information sciences from Stanford University.

In connection with his appointment to the Board, Mr. Chávez will be granted an initial equity award of $1,000,000 in the form of the Company’s Restricted Stock Units (“GSUs”) on the first Wednesday of the month following the effective date of his appointment to the Board, with each GSU entitling Mr. Chávez to receive one share of the Company’s Class C capital stock as the GSU vests. The exact number of GSUs comprising the grant will be calculated by dividing $1,000,000 by the average closing price of the Company’s Class C capital stock during the month prior to the month in which the grant occurs, rounded up to the nearest whole share. These GSUs will vest at the rate of 25% on the 25th day of the month in which the grant’s first anniversary occurs, and an additional 1/48th will vest on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates. Following each of the Company’s annual stockholder meetings, Mr. Chávez will also be eligible to receive the Company’s standard compensation arrangement for non-employee directors, which consists of an annual $350,000 GSU grant, vesting monthly over a period of four years, and an annual $75,000 cash retainer. The grant and payment following the 2023 annual stockholder meeting will be prorated based upon the time between the effective date of Mr. Chávez’s appointment to the Board and the date of the 2023 annual stockholder meeting. The GSUs are subject to the terms and conditions of the Company’s Amended and Restated 2021 Stock Plan and its related grant agreements. The Company will also reimburse Mr. Chávez all reasonable expenses in connection with his services to the Company. A copy of the letter agreement between Mr. Chávez and the Company is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Mr. Chávez will execute the Company’s form of indemnification agreement, a copy of which has been filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 2, 2015.

A copy of the press release announcing the above is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Letter Agreement, dated July 11, 2022, between R. Martin Chávez and Alphabet Inc.
10.4	Form of Indemnification Agreement (incorporated by reference from Current Report on Form 8-K (File No. 001-37580) filed on October 2, 2015
99.1	Press release of Alphabet Inc. dated July 14, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: July 14, 2022	/s/ Kathryn W. Hall
	Kathryn W. Hall
	Assistant Secretary

EX-10.01

Exhibit 10.1

July 2022

Dear R. Martin,

On behalf of Alphabet Inc. (“Alphabet”), I am pleased to offer you a position as a member of Alphabet’s Board of Directors (the “Board”) commencing on July 11, 2022 (the “Effective Date”), subject to the approval of your appointment by the Board.

As compensation for your services to Alphabet, you will be granted an initial equity award of $1,000,000 in the form of Alphabet Restricted Stock Units (“GSUs”) on the first Wednesday of the month following the Effective Date. The exact number of GSUs comprising this grant will be calculated by dividing $1,000,000 by the average closing price of Alphabet’s Class C stock for the calendar month prior to the calendar month in which the date of grant occurs, rounded up to the nearest full GSU. These GSUs will first vest 25% on the 25th day of the month of your grant’s one year anniversary. Thereafter your GSUs will vest 1/48th monthly on the 25th of the month until fully vested.

Following each annual shareholder meeting, you will be eligible to receive annualized compensation of a $350,000 GSU grant and a $75,000 cash retainer for the prior year of service. Note that your 2023 awards will be prorated based upon the time between your appointment date and the annual shareholder meeting. Shares and cash payments will be made the first Wednesday of the month following each annual shareholder meeting. The exact number of GSUs comprising this grant will be calculated by dividing the GSU grant value by the average closing price of Alphabet’s Class C stock for the calendar month prior to the calendar month in which the date of grant occurs, rounded up to the nearest full GSU. These GSUs will vest 1/48th monthly, beginning on the 25th day of the month following grant, until fully vested.

At the time of vest, the vested number of GSUs will convert to shares of Alphabet’s Class C stock. If the US financial markets are closed on a vesting date, shares will vest on the next trading day. The number of GSUs granted and the vesting schedule details will be provided in the grant materials that you should receive shortly after the grant.

Vesting in GSUs is contingent on continued service on the Board on the applicable vesting dates. These awards and all future equity awards are subject to the terms and conditions of the applicable plan documents and award agreements. Pursuant to our Corporate Governance Guidelines, Alphabet Directors are required to hold fully vested shares of Alphabet stock equal in value to at least $1,000,000. New Directors have five years from the date they became a director of Alphabet to come into compliance with these ownership requirements. Please note that ongoing compensation for service on the Board may be changed at any time at the discretion of the Board.

You will also be reimbursed for all reasonable expenses incurred by you in connection with your services to Alphabet, including reimbursement for first-class air travel. All expense reimbursements are in accordance with established Alphabet policies.

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We typically hold at least four one-day Board meetings per year. Board meetings are generally held on-site at Alphabet and we would hope that your schedule would permit you to attend all of the meetings in person (note that telephonic attendance is also possible). In addition, there may be telephonic calls to address special matters that arise from time to time. The Board has delegated certain duties to committees, on which you may be asked to participate. At this time, we request your participation on the Audit and Compliance Committee. In addition to the four Board meetings per year, the Audit and Compliance Committee may hold additional intra-quarter meetings throughout the year.

Nothing in this offer or the GSU agreement should be construed to interfere with or otherwise restrict in any way the rights of Alphabet and Alphabet’s stockholders to remove any individual from the Board at any time in accordance with the provisions of applicable law.

This letter sets forth the terms of your service with Alphabet and supersedes any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement, signed by a representative of Alphabet and by you.

We hope that you find the above terms acceptable. You may indicate your agreement with these terms and accept this offer by signing and dating both the enclosed duplicate and original letter and returning them to Kathryn Hall, our Vice President, Legal, Head of Corporate.

Marty, I am looking forward to you joining Alphabet’s Board of Directors. I believe you will make a significant contribution to Alphabet.

Sincerely,

/s/ JOHN L. HENNESSY

Alphabet Inc.

John L. Hennessy, Chair of the Board of Directors

Accepted and agreed to this

11th day of July 2022

/s/ R. MARTIN CHAVEZ

R. MARTIN CHAVEZ

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EX-99.1

Exhibit 99.1

Alphabet Appoints R. Martin “Marty” Chávez to its Board of Directors

MOUNTAIN VIEW, Calif. (July 14, 2022) – Alphabet Inc. (NASDAQ: GOOG, GOOGL) today announced that it has appointed R. Martin “Marty” Chávez to its Board of Directors. Mr. Chávez is a respected business leader with extensive experience across finance and technology. He is a partner and vice chairman of global investment firm Sixth Street, where he is a member of the firm’s Executive Committee and leads research and development initiatives, with a focus on Sixth Street’s partnerships with software and healthcare technology companies. He is also a key advisor to the firm’s diversity, equity, and inclusion efforts and to its portfolio operations group, More Than Capital.

Mr. Chávez currently serves as a member of the board of directors of the Broad Institute of MIT and Harvard, and the Stanford Medicine Board of Fellows, and is a member of the board of directors of the Los Angeles Philharmonic. He is chair of the board of directors for Recursion Pharmaceuticals, Inc., a clinical biotechnology company, where he serves on its audit committee. He was previously a director of Banco Santander, S.A., a financial services company.

Prior to Sixth Street, Mr. Chávez held a number of executive positions during his 20 year tenure with Goldman Sachs, including chief information officer, chief financial officer, global co-head of the firm’s Securities Division, and member of the management committee. Mr. Chávez also co-founded San Francisco start-up Quorum Software Systems, where he was chief technology officer, and he was chief executive officer and co-founder of Kiodex (acquired by Sungard).

Mr. Chávez holds a Bachelor of Arts degree in biochemical sciences and a Master of Science degree in computer science from Harvard University, and a Doctoral degree in medical information sciences from Stanford University.

His appointment is effective immediately and he will serve on Alphabet’s Audit & Compliance Committee.

“It’s an honor to join Alphabet’s Board of Directors,” said Mr. Chávez. “The company’s mission to organize the world’s information and make it universally accessible and useful has never been more important than it is today, and I’m thrilled to help advance this important work.”

“I’m delighted to welcome Marty to Alphabet’s Board of Directors,” said John Hennessy, chair of the Alphabet Board of Directors. “He is an accomplished technologist, entrepreneur, and investor, and he brings deep experience from the worlds of finance and technology.”

About Alphabet Inc.

Larry Page and Sergey Brin founded Google in September 1998. Since then, the company has grown to more than 160,000 employees worldwide, with a wide range of popular products and platforms like Search, Maps, Ads, Gmail, Android, Chrome, Google Cloud and YouTube. In October 2015, Alphabet became the parent holding company of Google.

Contact

press@abc.xyz

investor-relations@abc.xyz

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