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Alphabet Inc. (GOOGL) SEC Filing 8-K Material Event for the period ending Wednesday, June 1, 2022

Alphabet Inc.

CIK: 1652044 Ticker: GOOGL

 

 

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 1, 2022

 

 

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
none   none   (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 5.02.

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 Stockholders of Alphabet Inc. (“Alphabet”) held on June 1, 2022 (the “2022 Annual Meeting”), Alphabet’s stockholders approved an amendment to Alphabet Inc. 2021 Stock Plan (the “2021 Stock Plan”) to increase the share reserve by 4,000,000 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 22, 2022 (the “2022 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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the 2022 Annual Meeting, Alphabet’s stockholders approved an amendment to the Alphabet’s Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of authorized shares in connection with a 20-for-one stock split of Alphabet’s Class A common stock, Class B common stock, and Class C capital stock (the “Charter Amendment”). The Charter Amendment became effective upon its filing with the Secretary of State of the State of Delaware on June 3, 2022.

As previously announced, each Alphabet stockholder of record at the close of business on July 1, 2022 (the “Stock Split Record Date”) will receive, after the close of business on July 15, 2022, 19 additional shares for every one share held as of the Stock Split Record Date. Trading is expected to begin on a split-adjusted basis on July 18, 2022.

This description of the Charter Amendment is not complete and is qualified in its entirety by reference to the text of the Charter, as amended and restated, a copy of which is filed as Exhibit 3.01 to this Form 8-K.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the 2022 Annual Meeting, Alphabet’s stockholders voted on twenty-one proposals as set forth below, all of which are described in detail in the 2022 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 5, 2022 (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 2022 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 2022 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

  592,852,727   10,483,152   444,070   30,350,444

Sergey Brin

  592,848,088   10,485,256   446,605   30,350,444

Sundar Pichai

  595,666,963   7,658,201   454,785   30,350,444

John L. Hennessy

  553,426,687   49,316,543   1,036,719   30,350,444

 

2


Frances H. Arnold

  589,868,660   12,865,280   1,046,009   30,350,444

L. John Doerr

  570,481,269   32,801,993   496,687   30,350,444

Roger W. Ferguson, Jr.

  598,326,295   4,942,318   511,336   30,350,444

Ann Mather

  537,742,671   65,444,274   593,004   30,350,444

K. Ram Shriram

  583,326,313   19,954,131   499,505   30,350,444

Robin L. Washington

  590,506,893   12,772,617   500,439   30,350,444

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, 2022. There were no broker non-votes on this matter. This proposal was approved as set forth below:

 

For

 

Against

 

Abstentions

617,716,269

  15,840,842   573,282

3. The approval of an amendment to the 2021 Stock Plan to increase the share reserve by 4,000,000 shares of Class C capital stock. This proposal was approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

506,345,892

  96,866,593   567,464   30,350,444

4. The approval of an amendment to Alphabet’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares. There were no broker non-votes on this matter. This proposal was approved as set forth below:

 

For

 

Against

 

Abstentions

609,336,661

  24,202,969   590,763

5. A stockholder proposal regarding a lobbying report. This proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

114,337,748

  488,159,890   1,282,311   30,350,444

6. A stockholder proposal regarding a climate lobbying report. This proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

113,506,023

  482,661,112   7,612,814   30,350,444

 

3


7. A stockholder proposal regarding a report on physical risks of climate change. This proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

107,101,112

  494,683,281   1,995,556   30,350,444

8. A stockholder proposal regarding a report on water management risks. This proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

136,092,909

  465,662,037   2,025,003   30,350,444

9. A stockholder proposal regarding a racial equity audit. This proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

134,699,006

  466,991,436   2,089,507   30,350,444

10. A stockholder proposal regarding a report on concealment clauses. This is proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

72,130,367

  528,736,242   2,913,340   30,350,444

11. A stockholder proposal regarding equal shareholder voting. This proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

200,212,885

  402,897,885   669,179   30,350,444

12. A stockholder proposal regarding a report on government takedown requests. This proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

2,422,967

  597,589,694   3,767,288   30,350,444

 

4


13. A stockholder proposal regarding a human rights assessment of data center siting. This proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

102,603,593

  498,995,355   2,181,001   30,350,444

14. A stockholder proposal regarding a report on data collection, privacy, and security. This proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

73,742,058

  528,275,894   1,761,997   30,350,444

15. A stockholder proposal regarding algorithm disclosures. This proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

117,998,457

  483,701,300   2,080,192   30,350,444

16. A stockholder proposal regarding misinformation and disinformation. This proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

138,860,290

  462,429,154   2,490,505   30,350,444

17. A stockholder proposal regarding a report on external costs of disinformation. This proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

21,171,063

  578,562,198   4,046,688   30,350,444

18. A stockholder proposal regarding a report on board diversity. This proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

31,672,686

  569,647,268   2,459,995   30,350,444

 

5


19. A stockholder proposal regarding the establishment of an environmental sustainability board committee. This proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

28,643,318

  572,059,570   3,077,061   30,350,444

20. A stockholder proposal regarding a policy on non-management employee representative director. This proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

15,377,634

  587,364,843   1,037,472   30,350,444

21. A stockholder proposal regarding a report on policies regarding military and militarized policing agencies. This proposal was not approved as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

55,301,799

  544,653,039   3,825,111   30,350,444

 

Item 8.01.

Other Events.

Effective as of June 1, 2022, Robin L. Washington will serve as a member of the Audit and Compliance Committee of the Board of Directors of Alphabet (the “Board”). Ms. Washington will continue to serve as chair of the Leadership Development, Inclusion and Compensation Committee of the Board.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

3.01    Amended and Restated Certificate of Incorporation of Alphabet Inc.
10.01    Alphabet Inc. Amended and Restated 2021 Stock Plan
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

6


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 3, 2022  

/s/ Kathryn W. Hall

  Kathryn W. Hall
  Assistant Secretary

 

7

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Definitive Proxy Statement (Form DEF 14A)
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Alphabet Inc.'s Definitive Proxy Statement (Form DEF 14A) filed after their 2022 10-K Annual Report includes:

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Material Contracts, Statements, Certifications & more

Alphabet Inc. provided additional information to their SEC Filing as exhibits

Ticker: GOOGL
CIK: 1652044
Form Type: 8-K Corporate News
Accession Number: 0001193125-22-167375
Submitted to the SEC: Fri Jun 03 2022 4:34:03 PM EST
Accepted by the SEC: Fri Jun 03 2022
Period: Wednesday, June 1, 2022
Industry: Computer Programming Data Processing
Events:
  1. Bylaw Change
  2. Event for Officers
  3. Financial Exhibit
  4. Other Events
  5. Vote of Security Holders

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