Executive Change · 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 5, 2026     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) Depositary Shares, each representing a 1/20th interest in a share of 6.25% of Series A Mandatory Convertible Preferred Stock, par value $0.001 per share   GOOGM   Nasdaq Stock Market LLC (Nasdaq Global Select Market) Depositary Shares, each representing a 1/20th interest in a share of 6.25% of Series B Mandatory Convertible Preferred Stock, par value $0.001 per share   GOOGN   Nasdaq Stock Market LLC (Nasdaq Global Select Market) 2.375% Senior Notes due 2028   —   Nasdaq Stock Market LLC 2.500% Senior Notes due 2029   —   Nasdaq Stock Market LLC 4.125% Senior Notes due 2029   —   Nasdaq Stock Market LLC 3.200% Senior Notes due 2030   —   Nasdaq Stock Market LLC 2.875% Senior Notes due 2031   —   Nasdaq Stock Market LLC 3.450% Senior Notes due 2032   —   Nasdaq Stock Market LLC 4.625% Senior Notes due 2032   —   Nasdaq Stock Market LLC 3.000% Senior Notes due 2033   —   Nasdaq Stock Market LLC 3.125% Senior Notes due 2034   —   Nasdaq Stock Market LLC 3.625% Senior Notes due 2034   —   Nasdaq Stock Market LLC 3.375% Senior Notes due 2037   —   Nasdaq Stock Market LLC 3.500% Senior Notes due 2038   —   Nasdaq Stock Market LLC 4.100% Senior Notes due 2039   —   Nasdaq Stock Market LLC 5.500% Senior Notes due 2041   —   Nasdaq Stock Market LLC 4.000% Senior Notes due 2044   —   Nasdaq Stock Market LLC 3.875% Senior Notes due 2045   —   Nasdaq Stock Market LLC 4.500% Senior Notes due 2045   —   Nasdaq Stock Market LLC 4.000% Senior Notes due 2054   —   Nasdaq Stock Market LLC 5.875% Senior Notes due 2058   —   Nasdaq Stock Market LLC 4.800% Senior Notes due 2063   —   Nasdaq Stock Market LLC 4.375% Senior Notes due 2064   —   Nasdaq Stock Market LLC 6.125% Senior Notes due 2126   —   Nasdaq Stock Market LLC 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. 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 Meetin g”), 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.           ALPHABET INC. June 11, 2026             /s/ Kathryn W. Hall         Kathryn W. Hall         Assistant Secretary