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 6, 2025     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) 2.500% Senior Notes due 2029   —   Nasdaq Stock Market LLC     (Nasdaq Global Select Market) 3.000% Senior Notes due 2033   —   Nasdaq Stock Market LLC     (Nasdaq Global Select Market) 3.375% Senior Notes due 2037   —   Nasdaq Stock Market LLC     (Nasdaq Global Select Market) 3.875% Senior Notes due 2045   —   Nasdaq Stock Market LLC     (Nasdaq Global Select Market) 4.000% Senior Notes due 2054   —   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 6, 2025 (the “ 2025 Annual Meeting ”), Alphabet’s stockholders voted on fifteen proposals as set forth below, fourteen 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 25, 2025 (the “ 2025 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 8, 2025 (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 2025 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 2025 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      10,121,464,404        2,385,304,837        8,845,781        619,907,425   Sergey Brin      12,263,834,789        247,015,301        4,764,932        619,907,425   Sundar Pichai      12,361,537,837        149,202,824        4,874,361        619,907,425   John L. Hennessy      10,431,280,085        2,070,369,982        13,964,955        619,907,425   Frances H. Arnold      11,268,748,031        1,231,606,479        15,260,512        619,907,425   R. Martin “Marty” Chávez      12,428,005,794        81,949,854        5,659,374        619,907,425   L. John Doerr      10,666,427,261        1,841,036,733        8,151,028        619,907,425   Roger W. Ferguson Jr.      12,393,814,821        116,162,965        5,637,236        619,907,425   K. Ram Shriram      11,113,038,575        1,394,859,071        7,717,376        619,907,425   Robin L. Washington      11,087,963,501        1,422,117,152        5,534,369        619,907,425   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, 2025 was approved. There were no broker non-votes on this matter.   For   Against   Abstentions 12,573,081,588   557,745,985   4,694,874   2 3. A stockholder proposal regarding “Support for Shareholder Right to Act by Written Consent” was not approved.   For   Against   Abstentions   Broker Non-Votes 756,471,373   11,733,418,965   25,724,684   619,907,425 4. A stockholder proposal regarding a financial performance policy was not approved.   For   Against   Abstentions   Broker Non-Votes 165,058,366   12,333,347,266   17,209,390   619,907,425 5. A stockholder proposal regarding a report on charitable partnerships was not approved.   For   Against   Abstentions   Broker Non-Votes 48,536,978   12,433,633,691   33,444,353   619,907,425 6. A stockholder proposal regarding a request to cease CEI participation was not approved.   For   Against   Abstentions   Broker Non-Votes 60,479,418   12,433,074,018   22,061,586   619,907,425 7. A stockholder proposal regarding an enhanced disclosure on climate goals was not approved.   For   Against   Abstentions   Broker Non-Votes 1,025,308,238   11,459,258,020   31,048,764   619,907,425 8. A stockholder proposal regarding equal shareholder voting was not approved.   For   Against   Abstentions   Broker Non-Votes 3,833,807,319   8,668,262,247   13,545,456   619,907,425   3 9. A stockholder proposal regarding a report on the due diligence process to assess human rights risks in CAHRA was not approved.   For   Against   Abstentions   Broker Non-Votes 562,088,943   11,908,869,697   44,656,382   619,907,425 10. A stockholder proposal regarding a report on risks of discrimination in GenAI was not approved.   For   Against   Abstentions   Broker Non-Votes 57,074,931   12,419,353,797   39,186,294   619,907,425 11. A stockholder proposal regarding a report on AI data usage oversight was not approved.   For   Against   Abstentions   Broker Non-Votes 1,540,824,205   10,905,254,456   69,536,361   619,907,425 12. A stockholder proposal regarding a human rights impact assessment of AI-driven targeted ad policies was not approved.   For   Against   Abstentions   Broker Non-Votes 1,783,649,389   10,696,123,222   35,842,411   619,907,425 13. A stockholder proposal regarding a report on alignment of lobbying activities with child safety policies was not approved.   For   Against   Abstentions   Broker Non-Votes 655,009,180   11,809,938,038   50,667,804   619,907,425 14. A stockholder proposal regarding a report on online safety for children was not approved.   For   Against   Abstentions   Broker Non-Votes 1,162,422,806   11,318,061,535   35,130,681   619,907,425   4 15. A stockholder proposal presented at the 2025 Annual Meeting but not included in the 2025 Proxy Statement regarding a report on implementing AI app preload capabilities into Android OS was not approved.   For   Against   Abstention   Broker Non-Votes 342   12,515,614,679   1   619,907,425   5 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 12, 2025             /s/ Kathryn W. Hall       Kathryn W. Hall       Assistant Secretary   6