Shareholder Vote

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, 2024     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     (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 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting of Stockholders of Alphabet Inc. (“ Alphabet ”) held on June 7, 2024 (the “ 2024 Annual Meetin g”), Alphabet’s stockholders voted on fourteen proposals as set forth below, all of which are described in detail in Alphabet’s definitive proxy statement on Form 14A filed with the U.S. Securities and Exchange Commission on April 26, 2024 (the “ 2024 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 9, 2024 (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 stockholders at the 2024 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 2024 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    For    Against    Abstentions    Broker Non-Votes Larry Page    12,400,507,912    247,959,437    3,988,926    584,773,150 Sergey Brin    12,400,675,664    247,747,348    4,033,263    584,773,150 Sundar Pichai    12,463,917,269    183,878,409    4,660,597    584,773,150 John L. Hennessy    10,506,960,562    2,133,340,772    12,154,941    584,773,150 Frances H. Arnold    11,172,122,754    1,474,814,286    5,519,235    584,773,150 R. Martin “Marty” Chávez    12,555,102,460    91,221,825    6,131,990    584,773,150 L. John Doerr    10,910,364,774    1,735,826,984    6,264,517    584,773,150 Roger W. Ferguson Jr.    12,500,632,560    145,773,092    6,050,623    584,773,150 K. Ram Shriram    10,988,363,051    1,657,829,583    6,263,641    584,773,150 Robin L. Washington    10,933,643,709    1,708,372,427    10,440,139    584,773,150 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, 2024 was approved. There were no broker non-votes on this matter.   For   Against   Abstentions 12,902,023,738   329,291,800   5,913,887     2 3. A stockholder proposal regarding “Bylaw amendment: stockholder approval of director compensation” was not approved.   For   Against   Abstentions   Broker Non-Votes 76,397,228   12,547,705,720   28,353,327   584,773,150 4. A stockholder proposal regarding an EEO policy risk report was not approved.   For   Against   Abstentions   Broker Non-Votes 28,683,052   12,587,699,628   36,073,595   584,773,150 5. A stockholder proposal regarding a report on electromagnetic radiation and wireless technologies risks was not approved.   For   Against   Abstentions   Broker Non-Votes 103,784,542   12,493,375,195   55,296,538   584,773,150 6. A stockholder proposal regarding a policy for director transparency on political and charitable giving was not approved.   For   Against   Abstentions   Broker Non-Votes 35,754,406   12,597,275,138   19,426,731   584,773,150 7. A stockholder proposal regarding a report on climate risks to retirement plan beneficiaries was not approved.   For   Against   Abstentions   Broker Non-Votes 462,115,889   11,814,630,531   375,709,855   584,773,150 8. A stockholder proposal regarding a lobbying report was not approved.   For   Against   Abstentions   Broker Non-Votes 1,927,513,885   10,628,195,314   96,747,076   584,773,150     3 9. A stockholder proposal regarding equal shareholder voting was not approved.   For   Against   Abstentions   Broker Non-Votes 3,957,900,469   8,675,994,919   18,560,887   584,773,150 10. A stockholder proposal regarding a report on reproductive healthcare misinformation risks was not approved.   For   Against   Abstentions   Broker Non-Votes 811,397,714   11,784,118,483   56,940,078   584,773,150 11. A stockholder proposal regarding AI principles and Board oversight was not approved.   For   Against   Abstentions   Broker Non-Votes 934,927,468   11,693,251,050   24,277,757   584,773,150 12. A stockholder proposal regarding a report on generative AI misinformation and disinformation risks was not approved.   For   Against   Abstentions   Broker Non-Votes 2,222,509,279   10,395,758,258   34,188,738   584,773,150 13. A stockholder proposal regarding a human rights assessment of AI-driven targeted ad policies was not approved.   For   Against   Abstentions   Broker Non-Votes 2,342,253,100   10,275,882,466   34,320,709   584,773,150 14. A stockholder proposal regarding a report on online safety for children was not approved.   For   Against   Abstentions   Broker Non-Votes 1,788,616,887   10,768,198,081   95,641,307   584,773,150     4 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. June 13, 2024                 /s/ Kathryn W. Hall               Kathryn W. Hall               Assistant Secretary   5