UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amended and Restated Alphabet Inc. 2021 Stock Plan
At the Annual Meeting of Shareholders of Alphabet Inc. (“Alphabet”) held on June 5, 2026 (the “2026 Annual Meeting”), Alphabet’s shareholders approved the amendment and restatement of the Alphabet Inc. Amended and Restated 2021 Stock Plan (the “2021 Stock Plan”) to increase the share reserve by 200,000,000 shares of Class C capital stock.
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 24, 2026 (the “2026 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 2026 Annual Meeting, Alphabet’s shareholders voted on fourteen proposals as set forth below, all of which are described in detail in the 2026 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, 2026 (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 shareholders at the 2026 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 2026 Annual Meeting to serve as directors of Alphabet until the next annual meeting of shareholders or until their respective successors have been duly elected and qualified:
Director Nominee |
For | Against | Abstentions | Broker Non-Votes | ||||||||||||
Larry Page |
12,104,689,848 | 253,760,809 | 11,977,407 | 580,489,723 | ||||||||||||
Sergey Brin |
12,126,817,980 | 231,787,871 | 11,822,213 | 580,489,723 | ||||||||||||
Sundar Pichai |
12,220,219,180 | 138,074,133 | 12,134,751 | 580,489,723 | ||||||||||||
John L. Hennessy |
10,516,289,201 | 1,833,243,807 | 20,895,056 | 580,489,723 | ||||||||||||
Frances H. Arnold |
11,125,866,749 | 1,227,795,726 | 16,765,589 | 580,489,723 | ||||||||||||
R. Martin “Marty” Chávez |
12,239,289,361 | 117,748,177 | 13,390,526 | 580,489,723 | ||||||||||||
L. John Doerr |
11,355,761,435 | 1,001,798,113 | 12,868,516 | 580,489,723 | ||||||||||||
Roger W. Ferguson Jr. |
12,185,427,819 | 171,708,679 | 13,291,566 | 580,489,723 | ||||||||||||
K. Ram Shriram |
11,759,506,386 | 595,590,333 | 15,331,345 | 580,489,723 | ||||||||||||
Robin L. Washington |
11,699,766,304 | 657,754,018 | 12,907,742 | 580,489,723 | ||||||||||||
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, 2026 was approved. There were no broker non-votes on this matter.
For |
Against |
Abstentions | ||
| 12,451,743,976 | 486,022,124 | 13,151,687 |
3. The amendment and restatement of the 2021 Stock Plan to increase the share reserve by 200,000,000 shares of Class C capital stock was approved.
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 11,172,299,966 | 1,181,470,416 | 16,657,682 | 580,489,723 |
4. The compensation awarded to Alphabet’s named executive officers, as described in the 2026 Proxy Statement, was approved, on an advisory basis.
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 9,989,122,717 | 2,333,576,331 | 47,729,016 | 580,489,723 |
5. A shareholder proposal regarding an enhanced disclosure on climate goals was not approved.
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 906,706,984 | 11,427,222,293 | 36,498,787 | 580,489,723 |
6. A shareholder proposal regarding a report on water usage and AI development was not approved.
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 185,107,844 | 12,131,395,079 | 53,925,141 | 580,489,723 |
7. A shareholder proposal regarding equal shareholder voting was not approved.
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 3,847,324,128 | 8,502,953,219 | 20,150,717 | 580,489,723 |
8. A shareholder proposal regarding a viewpoint diversity risk report was not approved.
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 19,216,908 | 12,324,947,838 | 26,263,318 | 580,489,723 |
9. A shareholder proposal regarding a report on politicized content moderation was not approved.
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 25,617,853 | 12,299,460,438 | 45,349,773 | 580,489,723 |
10. A shareholder proposal regarding a report on impact of U.S. immigration policy was not approved.
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 224,647,230 | 12,098,472,610 | 47,308,224 | 580,489,723 |
11. A shareholder proposal regarding a report on data privacy was not approved.
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 743,788,468 | 11,587,651,785 | 38,987,811 | 580,489,723 |
12. A shareholder proposal regarding AI Board oversight was not approved.
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 461,472,553 | 11,863,462,046 | 45,493,465 | 580,489,723 |
13. A shareholder proposal regarding a report on AI-generated misinformation was not approved.
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 1,145,766,202 | 11,179,823,623 | 44,838,239 | 580,489,723 |
14. A shareholder proposal regarding a report on AI data usage oversight was not approved.
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 1,510,607,181 | 10,806,830,963 | 52,989,920 | 580,489,723 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.01 | Alphabet Inc. Amended and Restated 2021 Stock Plan | |
| 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.
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ALPHABET INC. | |||||
June 11, 2026 |
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/s/ Kathryn W. Hall | |||||
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Kathryn W. Hall | |||||
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Assistant Secretary | |||||