Current Report Filing (8-k)
June 09 2017 - 4:13PM
Edgar (US Regulatory)
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)
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Delaware
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001-37580
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61-1767919
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1600 Amphitheatre Parkway
Mountain View, CA 94043
(Address of principal executive offices, including zip code)
(650)
253-0000
(Registrants 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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Alphabet Inc. 2012 Stock Plan
At
the Annual Meeting of Stockholders of Alphabet Inc. (
Alphabet
) held on June 7, 2017 (the
2017 Annual
Meeting
), Alphabets 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
Alphabets 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.
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Submission of Matters to a Vote of Security Holders.
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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 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:
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Director Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Larry Page
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660,933,637
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5,439,329
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35,446,730
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Sergey Brin
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657,859,758
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8,513,208
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35,446,730
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Eric E. Schmidt
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658,579,844
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7,793,122
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35,446,730
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L. John Doerr
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566,336,592
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100,036,374
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35,446,730
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Roger W. Ferguson, Jr.
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655,652,105
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10,720,861
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35,446,730
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Diane B. Greene
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657,590,414
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8,782,552
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35,446,730
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John L. Hennessy
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650,461,498
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15,911,468
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35,446,730
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Ann Mather
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558,883,782
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107,489,184
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35,446,730
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Alan R. Mulally
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663,524,613
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2,848,353
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35,446,730
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Paul S. Otellini
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576,789,392
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89,583,574
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35,446,730
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K. Ram Shriram
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577,668,568
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88,704,398
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35,446,730
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Shirley M.Tilghman
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647,816,719
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18,556,247
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35,446,730
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2. The ratification of the appointment of Ernst & Young LLP as Alphabets
independent registered public accounting firm for the fiscal year ending December 31, 2017. This proposal was approved as set forth below:
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For
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Against
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Abstain
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Broker Non-Votes
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698,113,670
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3,481,013
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225,013
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0
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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:
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For
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Against
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Abstain
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Broker Non-Votes
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491,056,732
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173,798,557
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1,517,677
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35,446,730
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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:
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For
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Against
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Abstain
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Broker Non-Votes
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501,235,153
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163,771,038
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1,366,775
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35,446,730
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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):
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3 Years
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2 Years
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1 Year
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Abstain
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Broker Non-Votes
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492,804,562
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798,707
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172,426,687
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343,010
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35,446,730
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6. A stockholder proposal regarding equal shareholder voting. This proposal was not approved as set forth
below:
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For
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Against
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Abstain
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Broker Non-Votes
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191,712,790
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472,583,246
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2,076,930
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35,446,730
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7. A stockholder proposal regarding a lobbying report. This proposal was not approved as set forth below:
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For
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Against
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Abstain
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Broker Non-Votes
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84,502,262
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579,981,683
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1,889,021
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35,446,730
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8. A stockholder proposal regarding a political contributions report. This proposal was not
approved as set forth below:
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For
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Against
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Abstain
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Broker Non-Votes
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67,747,064
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593,568,258
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5,057,644
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35,446,730
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9. A stockholder proposal regarding a report on gender pay. This proposal was not approved as set forth below:
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For
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Against
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Abstain
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Broker Non-Votes
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84,201,226
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579,620,796
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2,550,944
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35,446,730
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10. A stockholder proposal regarding a charitable contributions report. This proposal was not approved as set
forth below:
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For
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Against
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Abstain
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Broker Non-Votes
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3,429,186
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658,167,833
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4,775,947
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35,446,730
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11. A stockholder proposal regarding the implementation of Holy Land Principles. This proposal was
not approved as set forth below:
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For
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Against
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Abstain
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Broker Non-Votes
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4,944,071
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653,580,746
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7,848,149
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35,446,730
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12. A stockholder proposal regarding a report on fake news. This proposal was not approved as set
forth below:
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For
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Against
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Abstain
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Broker Non-Votes
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9,435,099
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650,652,871
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6,284,996
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35,446,730
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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10.01
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Alphabet Inc. 2012 Stock Plan
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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.
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Date: June 9, 2017
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/s/ KENT WALKER
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Kent Walker
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Assistant Secretary
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EXHIBIT INDEX
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Exhibit
No.
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Description
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10.01
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Alphabet Inc. 2012 Stock Plan
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