UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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ALPHABET INC.

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Notice of 2016 Annual Meeting
of Stockholders and Proxy Statement

Alphabet Inc.

	1600 Amphitheatre Parkway Mountain View, California 94043 (650) 253-0000
	DEAR STOCKHOLDERS

1600 Amphitheatre Parkway
Mountain View, California 94043
(650) 253-0000

April 29 , 2016

Dear Stockholders:

We are pleased to invite you to attendparticipate in our 20162023 Annual Meeting of Stockholders (Annual Meeting) to be held on Wednesday,Friday, June 8, 20162, 2023, at 9:00 a.m., local time, at our headquarters at 1600 Amphitheatre Parkway, Mountain View, California 94043. For your convenience, we are also pleased to offerPacific Time. We have adopted a live webcast ofvirtual format for our Annual Meeting at https://www.youtube.com/c/AlphabetIR.to provide a consistent experience to all stockholders regardless of location.

DetailsAlphabet stockholders of Class A or Class B common stock (or their proxy holders) as of the close of business on the record date, April 4, 2023 (Record Date), can participate in and vote at our Annual Meeting by visiting www.virtualshareholdermeeting.com/GOOGL23 and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials (Notice), voting instruction form, or proxy card. All others may view the Annual Meeting through our Investor Relations YouTube channel at www.youtube.com/c/AlphabetIR.

Further details regarding admission toparticipation in the Annual Meeting and the business to be conducted are described in the Notice of Internet Availability of Proxy Materials (Notice) you received in the mail and in this proxy statement. We have also made available a copy of our 20152022 Annual Report to Stockholders (Annual Report) with this proxy statement. We encourage you to read our Annual Report. It includes our audited financial statements and provides information about our business.

We have elected to provide access to our proxy materials over the Internetonline under the U.S. Securities and Exchange Commission’s “notice and access” rules. We are constantly focused on improving the ways people connect with information, and believe that providing our proxy materials over the Internetonline increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact of our Annual Meeting. If you want more information, please see the Questions and Answers section of this proxy statement or visit the 2016 Annual Meeting section of our Investor Relations website.

Your vote is important. Whether or not you plan to attendparticipate in the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet,online, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction form. Please review the instructions on each of your voting options described in this proxy statement as well asand in the Notice you received in the mail.

Also, For more information, please let us know if you plan to attend oursee the Questions and Answers section of this proxy statement or visit the 2023 Annual Meeting by marking the appropriate box on the enclosed proxy card, if you requested to receive printed proxy materials, or, if you vote by telephone or over the Internet, by indicating your plans when prompted.section of our Investor Relations website at https://abc.xyz/investor/other/annual-meeting/.

Thank you for your ongoing support of, and continued interest in, Alphabet. We look forward to seeing you at our Annual Meeting.

Sincerely,

	SUNDAR PICHAI		JOHN L. HENNESSY
	Larry Page Chief Executive OfficerCHIEF EXECUTIVE OFFICER		Sergey Brin PresidentCHAIR OF THE BOARD OF DIRECTORS		Eric E. Schmidt Executive Chairman of the Board of Directors

APRIL 21, 2023

ALPHABET INC.

NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS

	LETTER FROM THE CHAIR OF THE BOARD OF DIRECTORS

Dear Fellow Stockholders,

In recent years, there has been no shortage of challenges to occupy the world’s attention. A global pandemic, supply chain disruptions, and a war in Europe have shown the power of human resilience and the importance of innovation.

Against this backdrop, Alphabet continues to deliver helpful services for people and partners around the world, while investing in the technologies that are foundational to the future. This remains our focus and responsibility today and in the coming years.

For more than six years, Alphabet has led the way in advancing the field of AI. Our AI-first strategy aims to find technology breakthroughs that will deliver significant societal benefits. That vision has motivated years of research and product work, as well as investments in the best technical talent.

Alphabet has long translated technical leaps into helpful products for billions of people around the world. These innovations — particularly in AI — have already improved many of the company’s core products over the past few years, and there’s more to come in the months ahead. Importantly, the company is focused on developing this technology responsibly. Alphabet was among the first to develop and adopt AI Principles and to implement an AI governance structure, which is important for the long-term development of this technology. As this work continues, the company is committed to investing responsibly for long-term growth, and to finding areas where it can operate more cost effectively.

Beyond that, over the past year, our Board has redoubled its efforts to engage on many of the issues most important to our company, and environmental, social and governance topics have been front and center in many of those conversations. In my role as Chair of the Alphabet Board, I have worked closely with our legal and investor relations teams to understand and respond to investor perspectives on these matters. Our Board is pleased to see Alphabet increase transparency across some of these areas; as just two examples, our recently completed civil rights audit and our disclosure of water metrics for Google-owned data centers. Our senior management team oversees this work and provides regular updates to our Board, and we actively prioritize our oversight duties and frequently engage with leaders at the company on matters of significant importance.

Our Board believes that a company building products for billions of people around the world benefits from a workforce with a diversity of skills, backgrounds, and cultural experiences. Our Board is no different. Today, sixty-four percent of our Board comprises directors who are female or from an underrepresented community. Our robust director selection process most recently led to the appointment of Marty Chávez in July. Marty brings years of deep experience from the worlds of finance and technology to our Board’s Audit and Compliance Committee. He joins Frances Arnold and Robin Washington as Board members who have been appointed in the past five years, and we are fortunate to have him on our Board.

Looking ahead, it’s an exciting time for technology, full of opportunity for our company and the broader industry. Alphabet remains among the top R&D investors in the world, and these investments have yielded glimpses of the future, from our work in quantum computing to our many AI-supported breakthroughs.

The importance of technology companies to our society has never been more profound, and our Board is proud of the meaningful contributions by our company in especially challenging times. As one example, in May of 2022, Google was honored with the first ever Ukrainian “Peace Prize” award introduced by President Zelenskyy for its partnership on cybersecurity and humanitarian efforts to help the people of Ukraine.

Since our company’s founding, we have been committed to being helpful to people around the world by building products that support a better future and by earning their trust every day. For our Board, overseeing that mission is why we exist — and we’re deeply grateful that our stockholders help make that possible.

Very truly yours,

Time and Date
	JOHN L. HENNESSY CHAIR OF THE BOARD OF DIRECTORS

Notice of 2023 Annual Meeting of Stockholders

And to consider such other business as may properly come before the Annual Meeting and any postponements or adjournments thereof.

	By order of the Board of Directors,
	(3)	To approve amendment s to Alphabet’s 2012 Stock Plan to increase the share reserve by11,500,000 shares of Class C capital stock and to cap the aggregate amounts of stock-based and cash-based awards which may be granted under Alphabet’s 2012 Stock Plan to any non-employee member	SUNDAR PICHAI Chief Executive Officer			JOHN L. HENNESSY Chair of the Board of Directors in respect of any calendar year, solely with respect

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, or other holder of record to see which voting methods are available to you.

				ONLINE Vote your shares at www.proxyvote.com. Have your Notice, voting instruction form, or proxy card for the 16-digit control number needed to his or her service as a member vote.
	In advance of the Board of Directors, at $1,500,000 .Annual Meeting			BY TELEPHONE Call toll-free number 1-800-690-6903.
				BY MAIL Sign, date, and return your proxy card in the enclosed envelope.
	(4)During the Annual Meeting	To approve an amendment to		ONLINE See page 111 for details on voting your shares during the Fourth AmendedAnnual Meeting through www.virtualshareholdermeeting.com/GOOGL23.

	Larry Page		Eric E. Schmidt
	Chief Executive Officer		Executive Chairman of the Board of Directors

This notice of Annual Meeting and proxy statement and form of proxy are being distributed and made available on or about April 29 , 2016.

In this proxy statement, the words “Alphabet,” “the company,” “we,” “our,” “ours,” “us” and similar terms refer to Alphabet Inc. and its consolidated subsidiaries, unless the context indicates otherwise, and the word “Google” refers to Google Inc., a wholly owned subsidiary of Alphabet.

ALPHABET INC. |  2016 Proxy Statement● 2023 PROXY STATEMENT        5

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

	IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

This proxy statement and our 20152022 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2015,2022, are available at https://abc.xyz/investor/other/annual-meeting.html.annual-meeting/.

INCORPORATION BY REFERENCEALPHABET● 2023 PROXY STATEMENT        6

	INCORPORATION BY REFERENCE

To the extent that this proxy statement has been or will be specifically incorporated by reference into any other filing of Alphabet under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (Exchange Act), the sections of this proxy statement titled “Report of the Audit and Compliance Committee of the Board of Directors” (to the extent permitted by the rules of the U.S. Securities and Exchange Commission (SEC)) and ��Executive, “Executive Compensation—Leadership Development, Inclusion and Compensation Committee Report” and “Executive Compensation—Alphabet Pay vs. Performance” shall not be deemed to be so incorporated, unless specifically stated otherwise in such filing.

This proxy statement includes references to websites, website addresses, and additional materials, including reports and blogs, found on those websites. The content of any websites and materials named, hyperlinked, or otherwise referenced in this proxy statement are not incorporated by reference into this proxy statement on Schedule 14A or in any other report or document we file with the SEC, and any references to such websites and materials are intended to be inactive textual references only.

ALPHABET INC.●  |  2016 Proxy Statement2023 PROXY STATEMENT        7

	2023 PROXY STATEMENT SUMMARY AND HIGHLIGHTS

2016

THIS SECTION HIGHLIGHTS SELECTED INFORMATION AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU SHOULD CONSIDER BEFORE VOTING. YOU SHOULD READ THE ENTIRE PROXY STATEMENT SUMMARYCAREFULLY BEFORE VOTING.

— 2022 BUSINESS HIGHLIGHTS

This summary highlights information contained elsewhere

In 2022 we continued to provide helpful products and services for our users and partners while investing in this proxy statement. This summary does not contain allpriority areas like artificial intelligence. We positioned ourselves for sustained leadership in developing and innovating in AI to power our products and better serve our diverse customers across our platforms. In a challenging macroeconomic and operating environment, we renewed our focus on investing with discipline, including prioritization of our product investments across Google and Other Bets, and defining areas where we can operate more cost effectively.

The graphs below match our Class A and Class C’s cumulative 5-year total stockholder returns on common stock and capital stock, respectively, with the cumulative total returns of the information that you should consider,S&P 500 index, the NASDAQ Composite index, and you should read the entire proxy statement carefully before voting.

On August 10, 2015, Google announced plansRDG Internet Composite index. The graphs track the performance of a $100 investment in our common stock and capital stock, respectively, and in each index (with the reinvestment of all dividends) from December 31, 2017 to create a new public holding company, Alphabet, by implementing a holding company reorganization (the “Reorganization”). On October 2, 2015, Google implemented the Reorganization, which resulted in Alphabet becoming the successor issuerDecember 31, 2022. The returns shown are based on historical results and are not intended to Google.suggest future performance.

Annual Meeting of Stockholders

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
ALPHABET INC. CLASS A COMMON STOCK
Among Alphabet Inc., the S&P 500 Index,
the NASDAQ Composite Index and the RDG Internet Composite Index

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
ALPHABET INC. CLASS C CAPITAL STOCK
Among Alphabet Inc., the S&P 500 Index,
the NASDAQ Composite Index and the RDG Internet Composite Index

*$100 invested on December 31, 2017 in stock or index, including reinvestment of dividends.

Copyright© 2023 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.

ALPHABET INC.●  |  2016 Proxy Statement2023 PROXY STATEMENT        8

— ALPHABET’S BOARD OF DIRECTORS

Our Board believes that having a mix of directors with complementary qualifications, expertise, experience, backgrounds, and attributes is essential to meeting its multifaceted oversight responsibilities, representing the best interests of our stockholders, and providing practical insights and diverse perspectives.

Our Director Nominees

ALPHABET INC.●  |  2016 Proxy Statement2023 PROXY STATEMENT        9

The following table provides summary information about each director nominee as of April 11, 2016.4, 2023.

				Director Since				Membership on Standing Committees								Other Public Boards(1)
Name		Age				Independent		ACC		LDICC		NCGC		EC
Larry Page Co-Founder		50		1998												0
Sergey Brin Co-Founder		49		1998												0
Sundar Pichai Chief Executive Officer, Alphabet and Google		50		2017												0
John L. Hennessy (Chair) Former President of Stanford University		70		2004												0
Frances H. Arnold Linus Pauling Professor of Chemical Engineering, Bioengineering and Biochemistry at California Institute of Technology		66		2019												1
R. Martin “Marty” Chávez Partner and Vice Chairman of Sixth Street Partners		59		2022												1
L. John Doerr General Partner and Chairman of Kleiner Perkins		71		1999												2
Roger W. Ferguson Jr. Former President and Chief Executive Officer of TIAA		71		2016												2
Ann Mather Former Executive Vice President and Chief Financial Officer of Pixar		62		2005												3
K. Ram Shriram Managing Partner of Sherpalo Ventures		66		1998												0
Robin L. Washington Former Executive Vice President and Chief Financial Officer of Gilead Sciences		60		2019												3

ACACC		Audit and Compliance Committee		C		Committee Chairperson
LDCCLDICC		Leadership Development, Inclusion and Compensation Committee		F		Audit Committee Financial Expert
NCGC		Nominating and Corporate Governance Committee		L		Lead Independent Director
EC		Executive Committee
	Committee Chair
	Audit Committee Financial Expert
(1)		Alphabet’s Corporate Governance Guidelines provide that the maximum number of public company boards our directors can serve on is four, including membership on the Alphabet Board. All nominees are in compliance with this policy.

Each director nominee serves as a current director and attended at least 75% of all meetings of the Board of Directors, and each committee on which she or he sat during 2015. Note that all meetings prior to October 2, 2015 were that of Google’s Board of Directors and its committees. Diane B. Greene resigned from the Audit Committee on December 16, 2015. L. John Doerr resigned from the LDCC and joined the Audit Committee on December 17, 2015.

Auditors

We are asking our stockholders to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016. Set forth below is summary information with respect to the fees paid or accrued by us for the audit and other services provided by Ernst & Young LLP during 2014 and 2015 (in thousands).

ALPHABET INC.●  |  2016 Proxy Statement2023 PROXY STATEMENT        10

— CORPORATE GOVERNANCE HIGHLIGHTS

Table

Our corporate governance structure is designed to promote long-term stockholder value creation through the leadership and oversight provided by our thoughtfully and effectively composed Board. Our Board is committed to maintaining alignment with stockholder interests through our strong governance practices and by seeking and incorporating stockholder feedback that informs key areas of Contentsfocus for our Board and the company each year.

For more detailed information on Alphabet’s corporate governance and risk oversight framework, see “Directors, Executive Officers, and Corporate Governance—Corporate Governance and Board Matters” beginning on page 29.

Engagement

We proactively engage with our stockholders and other stakeholders throughout the year on a broad range of topics that are of interest and priority to the company and our stockholders. These include business strategy and performance, and ESG topics such as environmental sustainability, human capital, workforce diversity, executive compensation, and Board leadership and composition.

Our engagement enables us to better understand our stockholders’ priorities and perspectives, gives us an opportunity to elaborate on our initiatives, policies, and practices, and fosters open and constructive dialogue. We share the feedback from these conversations with our Board, which considers these perspectives as part of its evaluation and review of our practices, including those on governance, compensation, stockholder proposals, and ESG matters.

ALPHABET INC.●  |  2016 Proxy Statement2023 PROXY STATEMENT        11

— ENVIRONMENTAL & SOCIAL HIGHLIGHTS

At Alphabet, we aim to build technology to help improve the lives of as many people as possible. In pursuing this goal, we develop products and services that we believe have a positive impact on the world and further the long-term interests of our business, stockholders, and stakeholders.

Our Board and its committees provide oversight of environmental and social matters that are important to both our company and stakeholders. At the committee level, oversight of specific environmental and social topics is assigned to the relevant committees, including:

2022 Highlights

The scale and breadth of our products, services, and operations provide us both an opportunity and a responsibility to manage our company in an environmentally and socially responsible way. We are steadfast in our commitment to advancing environmental and social goals, and are focused on evolving our disclosures to align with the expectations of stockholders and other stakeholders.

Below are some key highlights from our 2022 progress:

		37Environmental Sustainability		● Submitted formal commitment to the Science Based Targets initiative (SBTi) to seek validation of our absolute emissions reduction target ● Published annual water metrics for our U.S. data center locations and committed to sharing annual water metrics for additional global locations in our 2023 environmental report
Summary Compensation Table		38Diversity, Equity and Inclusion		● Conducted and released a voluntary civil rights audit of our policies, practices, and products. This audit was conducted by Debo P. Adegbile, Chair of WilmerHale’s Anti-Discrimination Practice, and it identifies significant strengths, as well as opportunities to further advance civil rights, equity, and inclusion
Grants of Plan-Based Awards in 2015		39Human Rights		● Established company-wide approach to ongoing human rights due diligence. Our approach applies a strategic and cross-product methodology for assessing human rights impacts, addressing the findings, and tracking progress
Description of Plan-Based Awards	39
Outstanding Equity Awards at 2015 Fiscal Year-End		40Responsible AI		● Published our 2022 AI principles progress update and a whitepaper outlining why we focus on AI (and to what end)

Our Approach

Below we describe certain environmental and social topics that we believe are of interest to many of our stockholders and broader stakeholders, and that are important to driving value over the long-term.

Environmental Sustainability: We care deeply about sustainability, and we strive to build it into everything we do. Oversight of environmental sustainability primarily resides with our Audit and Compliance Committee, which reviews and discusses with management our risk exposures, including those related to environmental sustainability. We know that environmental sustainability begins with our own footprint. But no company, no matter how ambitious, can solve a challenge as big as climate change alone. One of the most powerful things we can do is build technology that allows us, our partners, and individuals around the world to take meaningful action. Highlights of our key achievements and ambitions include:

We track and provide transparent information and data on our environmental sustainability initiatives. Please see our Sustainability website and our annual environmental report for more information on our actions and progress.

ALPHABET INC.●  |  2016 Proxy Statement2023 PROXY STATEMENT        12

Diversity, Equity, and Inclusion (DEI): Building a world where progress, equitable outcomes, diversity, and inclusion can be realities is at the heart of what we do — from how we build our products to how we build our workforce. We have deepened our efforts to drive meaningful change and we also know there is more to be done. We have a responsibility to continue scaling our DEI initiatives, to ensure a workforce that is more representative of our users, a workplace that creates a sense of belonging for everyone, and to increase pathways to tech in the communities we call home.

Most recently, we conducted and released a voluntary civil rights audit of our policies, practices, and products. This audit was conducted by Debo P. Adegbile, Chair of WilmerHale’s Anti-Discrimination Practice, and it identified significant strengths, as well as opportunities to further advance civil rights, equity, and inclusion.

We report on our commitments, initiatives, and progress through our Diversity Annual Report and also share publicly our Equal Employment Opportunity Report (EEO-1). Please see our Belonging and Human Rights websites for more information.

Content Governance, Data Privacy, and Data Security: Ensuring proper use of our platforms and protecting the data privacy and security of our users is fundamental to maintaining our users’ trust and to ensuring our long-term business success. Our Audit and Compliance Committee has specific oversight of data privacy and security matters.

We are committed to promoting transparency across our platforms and provide detailed reporting at the company level and, where applicable, individual business level regarding our policies, programs, and performance including:

Please see our Google Transparency Report website for more information.

Public Policy and Lobbying: Our engagement with policymakers and regulators is guided by a commitment to ensuring our participation is always open, transparent, and clear to our users, stockholders, and the public. Our Nominating and Corporate Governance Committee and senior management review our corporate political policies and activities to ensure appropriate policies and practices are in place and serving the interest of stockholders.

Our lobbying, trade association, and political engagement policies and disclosures are the result of careful ongoing consideration and analysis by our management. Our U.S. Public Policy Transparency website provides robust and regularly updated disclosures on our public policy and lobbying activities, trade association participation, and other key elements of our approach to policy engagement.

Human Rights: At Alphabet, we are guided by internationally recognized human rights standards. We have a longstanding commitment to respecting the rights enshrined in the Universal Declaration of Human Rights and its implementing treaties, as well as to upholding the standards established in the United Nations Guiding Principles on Business and Human Rights and in the Global Network Initiative Principles.

Under the umbrella of our Human Rights Program, our senior management, including our Global Head of Human Rights, oversees the implementation of our civil rights and human rights work and provides relevant updates to our Audit and Compliance Committee. Through our Human Rights Program, we have developed a deeper understanding of both the opportunities and potential risks associated with technology by advising product teams on potential civil and human rights impacts, conducting human rights due diligence, and engaging external experts and stakeholders on these issues.

Our Human Rights website provides details on our commitments and outlines our approach to human rights.

Responsible AI: As an information and computer science company, we aim to and have been at the forefront of advancing the frontier of AI through our path-breaking and field-defining research to develop more capable and useful AI. From this research and development, we are bringing breakthrough innovations into the real world to assist people and benefit society everywhere through our infrastructure, tools, products and services, as well as through enabling and working with others to benefit society.

We understand that AI, as a still-emerging technology, poses various and evolving complexities and risks. Our development and use of AI must address these risks. That is why we consider it an imperative to pursue AI responsibly. In 2018, we were one of the first companies to commit to AI Principles that put beneficial use, users, safety, and avoidance of harms above business considerations, and we have pioneered many best practices. We are committed to leading and setting the standard in developing and shipping useful and beneficial applications, applying ethical principles grounded in human values, and evolving our approaches as we learn from research, experience, users, and the wider community.

We provide more information on our AI approach, responsibilities, and principles on our Google AI website

ALPHABET ●2023 PROXY STATEMENT        13

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETINGReporting and Transparency

Proxy Materials

Our Board of Directors has made these materials availableIn addition to youthe extensive reporting and transparency we provide on the Internet, or, upon your request, has delivered printed proxy materialstopics discussed above, we are focused on evolving our ESG disclosures to you, in connectionalign with best practices and stockholder and stakeholder expectations. We maintain an ESG Index which maps our public disclosures to the solicitationSustainable Accounting Standards Board (SASB) and to the Task Force on Climate-Related Financial Disclosures (TCFD) frameworks. We are on a continuous journey to advance our ESG initiatives and reporting, and will continue to evaluate and enhance our ESG disclosures as we make progress.

ALPHABET ●2023 PROXY STATEMENT        14

— EXECUTIVE COMPENSATION HIGHLIGHTS

We design our executive officer compensation programs to attract and retain the world’s best talent, support Alphabet’s culture of proxies for use at Alphabet’s 2016 Annual Meeting of Stockholders (Annual Meeting), which will take place on Wednesday, June 8, 2016 at 9:00 a.m., local time, at our headquarters located at 1600 Amphitheatre Parkway, Mountain View, California 94043. You are invited to attend the Annual Meeting if you were an Alphabetinnovation and performance, and align employee and stockholder as of the close of business on April 11, 2016, the Record Date for the Annual Meeting, or hold a valid proxy for the Annual Meeting. As of October 2, 2015, Alphabet became the successor issuer to, and parent holding company of, Google pursuant to a holding company reorganization in which all of Google’s outstanding shares were automatically converted into equivalent corresponding shares of Alphabet. If you are a holderinterests.

For more detailed information on Alphabet’s executive compensation philosophy and practices, see “Compensation Discussion and Analysis” beginning on page 46.

ALPHABET ●2023 PROXY STATEMENT        15

— ANNUAL MEETING OF STOCKHOLDERS

Time and Date: 9:00 a.m., Pacific Time, on Friday, June 2, 2023		Virtual Meeting Access: Alphabet stockholders (or their proxy holders) can participate in and vote at our Annual Meeting by visiting www.virtualshareholdermeeting.com/ GOOGL23 and entering the 16-digit control number included in the Notice, voting instruction form, or proxy card. All others may view the Annual Meeting through our Investor Relations YouTube channel at www.youtube.com/c/AlphabetIR.		Record Date: April 4, 2023

Voting: Holders of Class A or Class B common stock as of the Record Date you are requestedentitled to vote. Each share of Class A common stock is entitled to one (1) vote with respect to each director nominee and one (1) vote with respect to each of the proposals to be voted on. Each share of Class B common stock is entitled to ten (10) votes with respect to each director nominee and ten (10) votes with respect to each of the proposals to be voted on. The holders of the shares of Class A common stock and Class B common stock are voting as a single class on theall matters. Holders of Class C capital stock have no voting power as to any items of business described in this proxy statement. This proxy statement includes information that we are required to provide to you under the U.S. Securities and Exchange Commission (SEC) rules and that is designed to assist you in voting your shares.

The proxy materials include:

The information in this proxy statement relates to the proposals towill be voted on at the Annual Meeting, the voting process, the compensation of our directors and certain of our executive officers, corporate governance, and certain other required information.Meeting.

In accordance with rules adopted by the SEC, we may furnish proxy materials, including this proxy statement and our Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (Notice), which was mailed to most of our stockholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materialsParticipating in the Notice.

ALPHABET INC.Annual Meeting:  | 2016 Proxy Statement    1

We have adopted a procedure called “householding,” whichvirtual format for our Annual Meeting to make participation accessible for stockholders from any geographic location with internet connectivity. We have worked to offer the SEC has approved. Under this procedure, we deliversame participation opportunities as were provided at our past meetings held in-person while further enhancing the online experience available to all stockholders regardless of their location.

You are entitled to participate in the Annual Meeting if you were a single copyholder of Class A or Class B common stock as of the close of business on the Record Date or hold a valid proxy for the Annual Meeting. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/GOOGL23, you must enter the 16-digit control number found in the box marked by the arrow for postal mail recipients of the Notice, and, if applicable,voting instruction form, or the proxy materials to multiple stockholders who sharecard, or within the same address unless we received contrary instructions from one or morebody of the stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be ableemail for electronic delivery recipients.

We encourage you to access and receive separate proxy cards. Upon written request, wethe Annual Meeting before it begins. Online check-in will deliver promptly a separate copy ofstart approximately 30 minutes before the Notice and, if applicable,Annual Meeting on June 2, 2023. If you have difficulty accessing the proxy materialsmeeting, please call 1-844-986-0822 (toll free) or 1-303-562-9302 (international). We will have technicians available to any stockholderassist you.

We will also make the Annual Meeting viewable to anyone interested through our Investor Relations YouTube channel at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the Notice and, if applicable, the proxy materials, stockholders may contact us as follows:www.youtube.com/c/AlphabetIR.

Vote in Advance of the Meeting					Vote Online During the Meeting
	Vote your shares at www.proxyvote.com. Have your Notice, voting instruction form, or proxy card for the 16-digit control number needed to vote.					See page 111 for details on voting your shares during the Annual Meeting through www.virtualshareholdermeeting.com/GOOGL23.
Investor Relations	Email: investor-relations@abc.xyz	(650) 253-3393
Alphabet Inc.
1600 Amphitheatre Parkway	Call toll-free number 1-800-690-6903.
Mountain View, California 94043

Stockholders who hold shares in street name (as described below) may contact their brokerage firm, bank, broker-dealer, or other similar organization to request information about householding.

The Notice, proxy card or voting instruction form will contain instructions on how to:

Our proxy materials are also available on our Investor Relations website at https://abc.xyz/investor/other/annual-meeting.html.

Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you, and will reduce the impact of printing and mailing these materials on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you revoke it.

ALPHABET INC. | 2016 Proxy Statement    2

Voting Information

The items of business scheduled to be voted on at the Annual Meeting are:

	•	The election of eleven directors.
	•		The ratification
	Sign, date, and return the enclosed proxy card or voting instruction form.

ALPHABET ●2023 PROXY STATEMENT        16

— VOTING MATTERS AND VOTE RECOMMENDATIONS

ALPHABET ●2023 PROXY STATEMENT        17

We will also consider any other business that properly comes before the Annual Meeting. See Question 21 below.

Our Board of Directors recommends that you vote your shares:

ALPHABET INC.● | 2016 Proxy Statement2023 PROXY STATEMENT        318

Each share of Alphabet Class A common stock and Class B common stock issued and outstanding as of the close of business on April 11, 2016, the Record Date for the Annual Meeting, is entitled to be voted on all items being voted on at the Annual Meeting. Holders of Alphabet Class C capital stock have no voting power as to any items of business that will be voted on at the Annual Meeting. You may vote all shares of Alphabet Class A common stock and Class B common stock that you owned as of the Record Date, including shares held (1) directly in your name as the stockholder of record, and (2) for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee. On the Record Date, we had shares of Class A common stock and Class B common stock issued and outstanding, consisting of shares of Class A common stock and shares of Class B common stock. On the Record Date, we had shares of Class C capital stock issued and outstanding.

Each holder of shares of Alphabet Class A common stock is entitled to one vote for each share of Class A common stock held as of the Record Date, and each holder of shares of Alphabet Class B common stock is entitled to ten votes for each share of Class B common stock held as of the Record Date. The holders of the shares of Alphabet Class A common stock and Class B common stock are voting as a single class on all matters described in this proxy statement for which your vote is being solicited.

Most Alphabet stockholders hold their shares as a beneficial owner through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

You may vote your shares held in your name as the stockholder of record in person at the Annual Meeting. You may vote your shares held beneficially in street name in person at the Annual Meeting only if you obtain a legal proxy from the broker, bank, trustee, or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

ALPHABET INC.● | 2016 Proxy Statement2023 PROXY STATEMENT        419

Table of Contents

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting.

PROXY SUMMARY AND HIGHLIGHTS			8
1	CORPORATE GOVERNANCE	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	22
		DIRECTORS AND EXECUTIVE OFFICERS	22
		CORPORATE GOVERNANCE AND BOARD MATTERS	29
		Board Meetings	29
		Board Leadership Structure	29
		Board Committees	29
		Director Independence	34
		Compensation Committee Interlocks and Insider Participation	34
		Consideration of Director Nominees	34
		Director Service on Outside Boards and Other Commitments	35
		Management Succession Planning	35
		Board’s Role in Risk Oversight	36
		Executive Sessions	36
		Outside Advisors	36
		Board Effectiveness, Board Annual Self-Assessment, Board Education	37
		Engagement	37
		Communications with our Board	38
		COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	39
		DELINQUENT SECTION 16(A) REPORTS	40
		CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	41
		RELATED PARTY TRANSACTIONS POLICY AND PROCEDURE	41
		RELATED PARTY TRANSACTIONS	42
2	DIRECTOR AND EXECUTIVE COMPENSATION	DIRECTOR COMPENSATION	44
		BOARD COMPENSATION ARRANGEMENTS FOR NON-EMPLOYEE DIRECTORS	44
		DIRECTOR COMPENSATION FOR 2022	45
		EXECUTIVE COMPENSATION	46
		COMPENSATION DISCUSSION AND ANALYSIS	46
		Overview	46
		Section 1–Executive Summary	47
		Section 2–Determining Competitive Levels of Pay	47
		Section 3–Elements of Pay and Fiscal Year 2022 Pay Decisions	47
		Section 4–Other Compensation Information	51
		LEADERSHIP DEVELOPMENT, INCLUSION AND COMPENSATION COMMITTEE REPORT	52
		2022 SUMMARY COMPENSATION TABLE	53
		GRANTS OF PLAN-BASED AWARDS IN 2022	54
		DESCRIPTION OF PLAN-BASED AWARDS	54
		OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END	55
		OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 2022	56
		POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	56
		ALPHABET CEO PAY RATIO	57
		ALPHABET PAY VS. PERFORMANCE	58
		EQUITY COMPENSATION PLAN INFORMATION	60

 

If you are a stockholder of record, you may vote by proxy. You can vote by proxy over the Internet by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can also vote by mail or telephone pursuant to instructions provided on the proxy card.

If you hold shares beneficially in street name, you may also vote by proxy over the Internet by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can also vote by telephone or mail by following the voting instruction form provided to you by your broker, bank, trustee, or nominee.

14.	Can I change my vote or revoke my proxy?

If you are the stockholder of record, you may change your vote at any time prior to the taking of the vote at the Annual Meeting by:

	•	granting a new proxy bearing a later date by following the instructions provided in the Notice or the proxy card, which will automatically revoke the previous proxy,
	•	providing a written notice of revocation to Alphabet’s Corporate Secretary at Alphabet Inc., 1600 Amphitheatre Parkway, Mountain View, California 94043 and sending a copy via email to corporatesecretary@abc.xyz, or
	•	attending the Annual Meeting and voting in person.

If you hold shares beneficially in street name, you may change your vote at any time prior to the taking of the vote at the Annual Meeting by:

	•	submitting new voting instructions to your broker, bank, trustee, or nominee by following the instructions they provided, or,
	•	if you have obtained a legal proxy from your broker, bank, trustee, or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person using a valid legal proxy.

Note that for both stockholders of record and beneficial owners, attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request or vote in person at the Annual Meeting.

15.	Is my vote confidential?

Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Alphabet or to third parties, except: (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote, and (3) to facilitate a successful proxy solicitation. Occasionally, stockholders provide on their proxy card written comments, which are then forwarded to Alphabet management.

16.	How many shares must be present or represented to conduct business at the Annual Meeting?

The quorum requirement for holding the Annual Meeting and transacting business is that holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock outstanding as of the Record Date must be present in person or represented by proxy. Both abstentions and broker non-votes (described below) are counted for the purpose of determining the presence of a quorum.

ALPHABET INC.● | 2016 Proxy Statement2023 PROXY STATEMENT        520

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17.	How are votes counted?

3	AUDIT MATTERS	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	61
		PRINCIPAL ACCOUNTANT FEES AND SERVICES	61
		AUDITOR INDEPENDENCE	61
		PRE-APPROVAL POLICIES AND PROCEDURES	62
		REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD OF DIRECTORS	63
4	MANAGEMENT AND STOCKHOLDER PROPOSALS	MANAGEMENT PROPOSALS TO BE VOTED ON	64
		PROPOSAL NUMBER 1 – ELECTION OF DIRECTORS	64
		PROPOSAL NUMBER 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	65
		PROPOSAL NUMBER 3 – APPROVAL OF THE AMENDMENT AND RESTATEMENT OF ALPHABET INC. AMENDED AND RESTATED 2021 STOCK PLAN	66
		PROPOSAL NUMBER 4 – ADVISORY VOTE TO APPROVE COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS	71
		PROPOSAL NUMBER 5 – ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES TO APPROVE COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS	72
		STOCKHOLDER PROPOSALS	73
		PROPOSAL NUMBER 6 – STOCKHOLDER PROPOSAL REGARDING A LOBBYING REPORT	76
		PROPOSAL NUMBER 7 – STOCKHOLDER PROPOSAL REGARDING A CONGRUENCY REPORT	78
		PROPOSAL NUMBER 8 – STOCKHOLDER PROPOSAL REGARDING A CLIMATE LOBBYING REPORT	80
		PROPOSAL NUMBER 9 – STOCKHOLDER PROPOSAL REGARDING A REPORT ON REPRODUCTIVE RIGHTS AND DATA PRIVACY	83
		PROPOSAL NUMBER 10 – STOCKHOLDER PROPOSAL REGARDING A HUMAN RIGHTS ASSESSMENT OF DATA CENTER SITING	86
		PROPOSAL NUMBER 11 – STOCKHOLDER PROPOSAL REGARDING A HUMAN RIGHTS ASSESSMENT OF TARGETED AD POLICIES AND PRACTICES	89
		PROPOSAL NUMBER 12 – STOCKHOLDER PROPOSAL REGARDING ALGORITHM DISCLOSURES	92
		PROPOSAL NUMBER 13 – STOCKHOLDER PROPOSAL REGARDING A REPORT ON ALIGNMENT OF YOUTUBE POLICIES WITH LEGISLATION	95
		PROPOSAL NUMBER 14 –STOCKHOLDER PROPOSAL REGARDING A CONTENT GOVERNANCE REPORT	98
		PROPOSAL NUMBER 15 –STOCKHOLDER PROPOSAL REGARDING A PERFORMANCE REVIEW OF AUDIT AND COMPLIANCE COMMITTEE	101
		PROPOSAL NUMBER 16 –STOCKHOLDER PROPOSAL REGARDING BYLAWS AMENDMENT	103
		PROPOSAL NUMBER 17 –STOCKHOLDER PROPOSAL REGARDING “EXECUTIVES TO RETAIN SIGNIFICANT STOCK”	105
		PROPOSAL NUMBER 18 –STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING	107
5	QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING	QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING	109
		PROXY MATERIALS	109
		VOTING INFORMATION	110
		PARTICIPATING IN THE ANNUAL MEETING	113
		STOCKHOLDER PROPOSALS, DIRECTOR NOMINATIONS, AND RELATED BYLAW PROVISIONS	114
6	APPENDICES	APPENDIX A ALPHABET INC. AMENDED AND RESTATED 2021 STOCK PLAN	A-1
INFORMATION CONCERNING ALPHABET’S ANNUAL MEETING OF STOCKHOLDERS			A-9

 

In the election of directors (Proposal Number 1), you may vote “FOR” all or some of the nominees or your vote may be “WITHHELD” with respect to one or more of the nominees.

For the other items of business, you may vote “FOR,” “AGAINST,” or “ABSTAIN.” If you elect to “ABSTAIN,” the abstention has the same effect as a vote “AGAINST.”

If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. If no instructions are indicated on a properly executed proxy card or over the telephone or Internet, the shares will be voted as recommended by our Board of Directors.

18.	What is the voting requirement to approve each of the proposals?

In the election of directors, the eleven persons receiving the highest number of affirmative “FOR” votes at the Annual Meeting will be elected.

The approval of an amendment to Google’s Fourth Amended and Restated Certificate of Incorporation requires the affirmative “FOR” vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the issued and outstanding shares of Class A common stock and Class B common stock of Alphabet then entitled to vote thereon, voting together as a single class.

The approval of the remaining nine proposals described below requires the affirmative “FOR” vote of the holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class:

(1)

the ratification of the appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2016;

(2)

the approval of amendment s to Alphabet’s 2012 Stock Plan to increase the share reserve by 11,500,000 shares of Class C capital stock and to cap the aggregate amounts of stock-based and cash-based awards which may be granted under Alphabet’s 2012 Stock Plan to any non-employee member of the Board of Directors in respect of any calendar year, solely with respect to his or her service as a member of the Board of Directors, at $1,500,000;

(3)

the stockholder proposal regarding equal shareholder voting;

(4)

the stockholder proposal regarding a lobbying report;

(5)

the stockholder proposal regarding a political contributions report;

(6)

the stockholder proposal regarding an independent chairman of the board policy;

(7)

the stockholder proposal regarding the adoption of a majority vote standard for the election of directors; and

(8)

the stockholder proposal regarding a report on gender pay;

If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute “broker non-votes.” Broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. These matters are referred to as “non-routine” matters. All of the matters scheduled to be voted on at the Annual Meeting are “non-routine,” except for the proposal to ratify the appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2016. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered voting power present with respect to that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the Annual Meeting, assuming that a quorum is obtained, other than Proposal Number 4 regarding the approval of an amendment to the Fourth Amended and Restated Certificate of Incorporation of Google, for which broker non-votes will count as a vote “AGAINST” such proposal.

Abstentions are considered voting power present at the Annual Meeting and thus will have the same effect as votes against each of the matters scheduled to be voted on at the Annual Meeting (other than the election of directors).

Please note that since brokers may not vote your shares on “non-routine” matters, including the election of directors (Proposal Number 1), the proposal to amend Alphabet’s 2012 Stock Plan (Proposal Number 3), the proposal to amend Google’s Fourth Amended and Restated Certificate of Incorporation (Proposal Number 4), and each of the stockholder proposals (Proposals Number 5 through Number 10), in the absence of your specific instructions, we encourage you to provide instructions to your broker regarding the voting of your shares.

ALPHABET INC.● | 2016 Proxy Statement2023 PROXY STATEMENT        621

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19.	Is cumulative voting permitted for the election of directors?

No, you may not cumulate your votes for the election of directors.

20.	Who will bear the cost of soliciting votes for the Annual Meeting?

Alphabet will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials and soliciting votes. If you choose to access the proxy materials and/or vote over the Internet, you are responsible for internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or by electronic communication by our directors, officers, and employees, who will not receive any additional compensation for such solicitation activities. We have also retained Georgeson LLC to assist us in the distribution of proxy materials. We will pay Georgeson LLC a fee of approximately $1,000 plus reasonable out-of-pocket expenses for these services.

21.	What happens if additional matters are presented at the Annual Meeting?

Other than the eleven items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Larry Page, Eric E. Schmidt, Ruth M. Porat, David C. Drummond, and Kent Walker, or any of them, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. If, for any reason, any of the nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board of Directors.

22.	Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting and publish final voting results on the Investor Relations section of our website at https://abc.xyz/investor/other/annual-meeting.html. We will also disclose the final voting results in a Current Report on Form 8-K filed with the SEC within four business days of the Annual Meeting.

Attending the Annual Meeting

23.	How can I attend the Annual Meeting?

You are entitled to attend the Annual Meeting only if you were a holder of Alphabet Class A or Class B common stock as of the Record Date or you hold a valid proxy for the Annual Meeting. Since seating is limited, admission to the Annual Meeting will be on a first-come, first-served basis. You must present valid photo identification, such as a driver’s license or passport, for admittance. If you are not a stockholder of record but hold shares as a beneficial owner in street name, you must also provide proof of beneficial ownership as of the Record Date, such as your most recent account statement prior to April 11, 2016, a copy of the voting instruction form provided by your broker, bank, trustee, or nominee, or other similar evidence of ownership.

If you do not provide photo identification or comply with the other procedures outlined above, you will not be admitted to the Annual Meeting. For security reasons, you and your bags will be subject to search prior to your admittance to the Annual Meeting.

Please let us know if you plan to attend the Annual Meeting by marking the appropriate box on the enclosed proxy card, if you requested to receive printed proxy materials, or, if you vote by telephone or Internet, by indicating your plans when prompted.

The Annual Meeting will begin promptly at 9:00 a.m., local time. Check-in will begin at the Shoreline Amphitheatre at 7:30 a.m., local time, and you should allow ample time for the check-in procedures. The Shoreline Amphitheatre is located at 1 Amphitheatre Parkway, Mountain View, California 94043.

ALPHABET INC. | 2016 Proxy Statement    7

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24.	Is the Annual Meeting going to be webcast?

For your convenience, we are pleased to offer a live webcast of our Annual Meeting at https://www.youtube.com/c/AlphabetIR.

25.	Who will serve as inspector of elections?

The inspector of elections will be a representative from Computershare.

26.	How can I contact Alphabet’s transfer agent?

Contact our transfer agent by either writing to Computershare Trust Company, N.A., P.O. Box 30170, College Station, TX 77842-3170 (overnight correspondence should be sent to Computershare Trust Company, N.A., 211 Quality Circle, Suite 210, College Station, TX 77845) or by telephoning (866) 298-8535 or (781) 575-2879.

Stockholder Proposals, Director Nominations, and Related Bylaw Provisions

27.	What is the deadline to propose actions for consideration at next year’s Annual Meeting of Stockholders or to nominate individuals to serve as directors?

Stockholder Proposals:Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the 2017 Annual Meeting of Stockholders by submitting their proposals in writing to Alphabet’s Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2017 Annual Meeting of Stockholders, the Corporate Secretary of Alphabet must receive the written proposal at our principal executive offices no later than December 30, 2016. If we hold our 2017 Annual Meeting of Stockholders more than 30 days before or after June 8, 2017 (the one-year anniversary date of the 2016 Annual Meeting of Stockholders), we will disclose the new deadline by which stockholders proposals must be received under Item 5 of Part II of our earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably determined to inform stockholders. In addition, stockholder proposals must otherwise comply with the requirements of Rule 14a-8 under the Exchange Act and with the SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

Alphabet Inc.	Fax: (650) 618-1806	Email: corporatesecretary@abc.xyz
Attn: Corporate Secretary
1600 Amphitheatre Parkway
Mountain View, California 94043

Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our bylaws provide that the only business that may be conducted at an annual meeting is business that is (1) specified in the notice of a meeting given by or at the direction of our Board of Directors, (2) otherwise properly brought before the meeting by or at the direction of our Board of Directors, or (3) properly brought before the meeting by a stockholder entitled to vote at the annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our bylaws. To be timely for our 2017 Annual Meeting of Stockholders, our Corporate Secretary must receive the written notice at our principal executive offices:

	•	not earlier than the close of business on February 8, 2017, and
	•	not later than the close of business on March 10, 2017.

ALPHABET INC. | 2016 Proxy Statement    8

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If we hold our 2017 Annual Meeting of Stockholders more than 30 days before or after June 8, 2017 (the one-year anniversary date of the 2016 Annual Meeting of Stockholders), the notice of a stockholder proposal that is not intended to be included in our proxy statement must be received not later than the close of business on the earlier of the following two dates:

	•	the 10thday following the day on which notice of the meeting date is mailed, or
	•	the 10thday following the day on which public disclosure of the meeting date is made.

If a stockholder who has notified us of his or her intention to present a proposal at an annual meeting does not appear to present his or her proposal at such meeting, we are not required to present the proposal for a vote at such meeting.

Nomination of Director Candidates:You may propose director candidates for consideration by our Nominating and Corporate Governance Committee. Any such recommendations should include the nominee’s name and qualifications for membership on our Board of Directors, and should be directed to the Corporate Secretary of Alphabet at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see “Directors, Executive Officers, and Corporate Governance—Corporate Governance and Board Matters—Consideration of Director Nominees—Stockholder Recommendations and Nominees” on page 17 of this proxy statement.

In addition, our bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our bylaws. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with the advance notice procedure set forth in our bylaws, which, in general, require that our Corporate Secretary receive the notice within the time period described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in our proxy statement.

Copy of Bylaw Provisions:A copy of our bylaws is available at https://abc.xyz/investor/other/bylaws.html. You may also contact our Corporate Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for submitting stockholder proposals and nominating director candidates.

ALPHABET INC. | 2016 Proxy Statement    9

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DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 

Directors and Executive Officers— 

DIRECTORS AND EXECUTIVE OFFICERS

 

Our Board of Directors (our Board) is composed of highly experienced and diverse directors who have led, advised, and established leading global organizations and institutions. Our Board has taken a thoughtful approach to board composition to ensure that our directors have backgrounds that collectively add significant value to the strategic decisions made by the company and that enable them to provide oversight of management to ensure accountability to our stockholders. Our Board has endeavored to strike the right balance between long-term understanding of our business and fresh external perspectives, adding five new directors in the past seven years, as well as ensuring the diversity of backgrounds and perspectives within the boardroom.

Our directors have extensive backgrounds as entrepreneurs, technologists, operational and financial experts, academics, scientists, investors, advisors, nonprofit board members, and government leaders — all of which provide skills and expertise directly relevant to our strategic and oversight priorities. Many of the current directors have senior leadership experience at major domestic and international companies. In these positions, they have also gained experience in core management skills, such as strategic and financial planning, public company financial reporting, compliance, risk management, leadership development, and international business experience. Most of our directors also have experience serving on boards of directors and board committees of other public companies, and have an understanding of corporate governance practices and trends, different business processes, challenges, and strategies. Other directors have experience as presidents or trustees of significant academic, research, and philanthropic institutions, which brings unique perspectives in relevant disciplines and institutional leadership to our Board. Further, our directors also have other experience that makes them valuable members, such as entrepreneurial experience and experience developing technology or managing technology companies, which provides insight into strategic and operational issues we face.

The namesdemographic information presented below for our directors is based on voluntary self-identification by each director. Additional biographical information of our directors and executive officers and their ages, positions, and biographies as of April 11, 2016 are4, 2023 is set forth below.starting on page 23.

	Page	Brin	Pichai	Hennessy	Arnold	Chávez	Doerr	Ferguson	Mather	Shriram	Washington
Gender Identity
Male
Female
Race/Ethnicity
African American or Black
Asian
Hispanic
White
LGBTQ+

ALPHABET ●2023 PROXY STATEMENT        22

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1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

Directors

LARRY PAGE Co-Founder Director since 1998  |  Executive Committee (Chair)
Selected Membership: ●  The Carl Victor Page Memorial Foundation	Larry Page, 50, one of Google’s Co-Founders, previously served as Google’s Chief Executive Officer from April 2011 to October 2015, and as Alphabet’s Chief Executive Officer from October 2015 to December 2019. From July 2001 to April 2011, Larry served as Google’s President, Products. In addition, from September 1998 to July 2001, Larry served as Google’s Chief Executive Officer, and from September 1998 to July 2002, as Google’s Chief Financial Officer. Larry holds a Bachelor of Science degree in engineering, with a concentration in computer engineering, from the University of Michigan and a Master of Science degree in computer science from Stanford University. Select Leadership Skills and Additional Experiences: ● Business leadership, operational experience, and experience developing technology as Co-Founder of Google and former Chief Executive Officer of Alphabet. ● In-depth knowledge of the technology sector and experience in developing transformative business models.
SERGEY BRIN Co-Founder Director since 1998  |  Executive Committee
Selected Membership: ●  The Sergey Brin Family Foundation	Sergey Brin, 49, one of Google’s Co-Founders, previously served as Google’s President from May 2011 to October 2015, and as Alphabet’s President from October 2015 to December 2019. From July 2001 to April 2011, Sergey served as Google’s President, Technology and Co-Founder. In addition, from September 1998 to July 2001, Sergey served as Google’s President and Chairman of Google’s Board of Directors. Sergey holds a Bachelor of Science degree with high honors in mathematics and computer science from the University of Maryland at College Park and a Master of Science degree in computer science from Stanford University. Select Leadership Skills and Additional Experiences: ● Business leadership, operational experience, and experience developing technology as Co-Founder of Google and former President of Alphabet. ● In-depth knowledge of the technology sector and experience in developing transformative business models.
SUNDAR PICHAI Chief Executive Officer, Alphabet and Google Director since 2017  |  Executive Committee
Selected Membership: ●  The Pichai Family Foundation	Sundar Pichai, 50, has been the Chief Executive Officer of Alphabet since December 2019 and of Google since October 2015. Since joining Google in 2004, Sundar has led product and engineering for Google’s products and platforms, including Search, Chrome, Maps, Android, Gmail, and Google Apps (now Google Workspace). Sundar served as Google’s Senior Vice President of Products from October 2014 to October 2015, and as Google’s Senior Vice President of Android, Chrome and Apps from March 2013 to October 2014. As CEO, he has shifted the company’s strategy to focus on AI, which is now powering advances in the company’s founding product, Search, as well as other helpful products for people around the world. Sundar holds a Bachelor of Technology degree from the Indian Institute of Technology Kharagpur, a Master of Science degree from Stanford University, and a Master of Business Administration degree from The Wharton School of the University of Pennsylvania. Select Leadership Skills and Additional Experiences: ● Business leadership, operational experience, and experience developing technology as Chief Executive Officer of Alphabet and Google. ● In-depth knowledge of the technology sector, and experience in developing Alphabet and Google’s products and services and leading the company’s strategic vision, management, and operations.

ALPHABET ●2023 PROXY STATEMENT        23

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JOHN L. HENNESSY Chair of the Board Independent Director since 2004  |  Nominating and Corporate Governance Committee (Chair)
Selected Memberships and Private Directorships: ●  Board of Trustees, Gordon and Betty Moore Foundation ●  Board of Directors, Chan Zuckerberg Biohub ●  Trustee, Queen Elizabeth Prize for Engineering Foundation Former Public Company Directorship in the Past Five Years: ●  Cisco Systems, Inc	John L. Hennessy, 70, has served as Chair of our Board since January 2018. John previously served as our Lead Independent Director from April 2007 to January 2018. John is the James F. and Mary Lynn Gibbons Professor of Computer Science and Electrical Engineering in the Stanford School of Engineering, and the Shriram Family Director of Stanford’s Knight-Hennessy Scholars, a graduate-level scholarship program. John served as the President of Stanford University from September 2000 to August 2016. From 1994 to August 2000, John held various positions at Stanford, including Dean of the Stanford University School of Engineering and Chair of the Stanford University Department of Computer Science. John holds a Bachelor of Science degree in electrical engineering from Villanova University and a Master of Science degree and a Doctoral degree in computer science from the State University of New York, Stony Brook. Select Leadership Skills and Additional Experiences: ● Leadership and management experience as a former president of a world-renowned university. ● Experience developing technology businesses as founder of MIPS Technologies, Inc. and chief architect of Silicon Graphics Computer Systems, Inc. ● Global business perspective from his service on other boards.
FRANCES H. ARNOLD Independent Director since 2019  |  Nominating and Corporate Governance Committee
Other Public Company Directorship: ●  Illumina, Inc. Selected Memberships: ●  Co-Chair, President’s Council of Advisors on Science and Technology ●  Member, U.S. National Academies of Science, Medicine, and Engineering ●  Member, The American Academy of Arts and Sciences	Frances H. Arnold, 66, manages a research group, is the Linus Pauling Professor of Chemical Engineering, Bioengineering and Biochemistry, and is the Director of the Donna and Benjamin M. Rosen Bioengineering Center, all at the California Institute of Technology. She joined the California Institute of Technology in 1986 and has served as a Visiting Associate, Assistant Professor, Professor, and Director. Frances’s laboratory focuses on protein engineering by directed evolution, with applications in alternative energy, chemicals, and medicine. Frances is the recipient of numerous honors, including the Nobel Prize in Chemistry, the Millennium Technology Prize, induction into the National Inventors Hall of Fame, Fellow of the National Academy of Inventors, the ENI Prize in Renewable and Nonconventional Energy, the U.S. National Medal of Technology and Innovation, and the Charles Stark Draper Prize of the U.S. National Academy of Engineering. Frances holds a Bachelor of Science degree in mechanical and aerospace engineering from Princeton University and a Doctoral degree in chemical engineering from the University of California, Berkeley. Select Leadership Skills and Additional Experiences: ● Leadership and management experience managing a research group at the California Institute of Technology and co-chair of the President’s Council of Advisors on Science and Technology. ● Recipient of the 2018 Nobel Prize for Chemistry for her work on directed evolution of enzymes. ● Global business perspective from her service on other boards.
R. MARTIN “MARTY” CHÁVEZ Independent Director since 2022  |  Audit and Compliance Committee
Other Public Company Directorship: ●  Recursion Pharmaceuticals, Inc. Selected Memberships: ●  Board of Fellows, Stanford Medicine Board ●  Board of Directors, The Broad Institute of MIT Former Public Company Directorship in the Past Five Years: ●  Banco Santander, S.A.	R. Martin “Marty” Chávez, 59, has been a Partner and Vice Chairman of Sixth Street, a global asset manager, since May 2021. From January 2005 to December 2019, he served in a number of executive positions at Goldman Sachs, including Chief Information Officer, Chief Financial Officer, and global co-head of the firm’s Securities Division, and was a partner and a member of Goldman Sachs’ management committee. Previously, Marty was a Chief Executive Officer and co-founder of Kiodex, which was acquired by Sungard in 2004, and Chief Technology Officer and co-founder of Quorum Software Systems. Marty holds a Bachelor of Arts degree in biochemical sciences and a Master of Science degree in computer science from Harvard University, and a Doctoral degree in medical information sciences from Stanford University. Select Leadership Skills and Additional Experiences: ● Extensive financial and management expertise and global business leadership as Partner and Vice Chairman of Sixth Street and former Chief Financial Officer of Goldman Sachs. ● In-depth knowledge of the technology sector. ● Global business perspective from his service on other boards.

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L. JOHN DOERR Independent Director since 1999  |  Leadership Development, Inclusion and Compensation Committee
Other Public Company Directorships: ●  Amyris, Inc. ●  DoorDash, Inc. Selected Memberships: ●  Board of Trustees, The Aspen Institute ●  Board of Directors, Climate Imperative Former Public Company Directorships in the Past Five Years: ●  Bloom Energy Corporation ●  Coursera, Inc. ●  Quantumscape Corporation ●  Zynga, Inc.	L. John Doerr, 71, has been a General Partner of Kleiner Perkins, a venture capital firm, since August 1980. John holds a Bachelor of Science degree in electrical engineering and a Master of Science degree in electrical engineering from Rice University, and a Master of Business Administration degree from Harvard Business School. Select Leadership Skills and Additional Experiences: ● Global business leadership and extensive financial and investment expertise as a venture capitalist. ● In-depth knowledge of the technology sector and visionary in the industry. ● Global business perspective from his service on other boards.
ROGER W. FERGUSON JR. Independent Director since 2016  |  Audit and Compliance Committee
Other Public Company Directorships: ●  Corning ●  International Flavors & Fragrances, Inc. Selected Memberships: ●  Board of Regents, The Smithsonian Institution ●  Member and Co-Chair of the Commission on the Future of Undergraduate Education, American Academy of Arts and Sciences ●  Board of Trustees: The Conference Board; The Group of Thirty; The National September 11th Museum and Memorial Former Public Company Directorships in the Past Five Years: ●  Blend Labs, Inc. ●  General Mills, Inc.	Roger W. Ferguson Jr., 71, has been the Chief Investment Officer of Red Cell Partners LLC, a venture capital firm, since August 2022. He is also the Steven A. Tananbaum distinguished fellow at the Council on Foreign Relations. Roger has served as the President and Chief Executive Officer of TIAA, a major financial services company, from April 2008 to May 2021. He joined TIAA after his tenure at Swiss Re, a global reinsurance company, where he served as Chairman of the firm’s America Holding Corporation, Head of Financial Services, and a member of the Executive Committee from 2006 to 2008. Prior to that, Roger joined the Board of Governors of the U.S. Federal Reserve System in 1997 and served as its Vice Chairman from 1999 to 2006. From 1984 to 1997, he was an associate and partner at McKinsey & Company. Roger holds a Bachelor of Arts degree in economics, a Doctoral degree in economics, and a Juris Doctor degree, all from Harvard University. Select Leadership Skills and Additional Experiences: ● Global business leadership and extensive financial, capital markets, and management expertise as former President and Chief Executive Officer of TIAA. ● Extensive experience in management consulting and various policy-making roles. ● Global business perspective from his service on other boards.

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ANN MATHER Independent Director since 2005  |  Audit and Compliance Committee (Chair)
Other Public Company Directorships: ●  Blend Labs, Inc. ●  Bumble Inc. ●  Netflix, Inc. Selected Memberships: ●  Board of Trustees, Dodge & Cox Funds Former Public Company Directorships in the Past Five Years: ●  Airbnb, Inc. ●  Arista Networks, Inc. ●  Glu Mobile, Inc. ●  Planet Labs Inc. ●  Shutterfly, Inc.	Ann Mather, 62, was Executive Vice President and Chief Financial Officer of Pixar, a computer animation film studio, from 1999 to 2004. Prior to her service at Pixar, Ann was Executive Vice President and Chief Financial Officer of Village Roadshow Pictures, the film production division of Village Roadshow Limited. Ann holds a Master of Arts degree from Cambridge University in England, is an honorary fellow of Sidney Sussex College, Cambridge, and is a chartered accountant. Select Leadership Skills and Additional Experiences: ● Deemed an “audit committee financial expert” with over 20 years of experience in finance and operations of technology companies, particularly publicly traded companies with knowledge of complex global financial and business matters. ● Global business leadership and extensive financial experience as a former chief financial officer and senior finance executive of major corporations. ● Global business perspective from her service on other boards.
K. RAM SHRIRAM Independent Director since 1998  |  Leadership Development, Inclusion and Compensation Committee
Selected Memberships: ●  Member, Council on Foreign Relations ●  Board of Trustees, Stanford Health Care ●  Charter Member, Indiaspora	K. Ram Shriram, 66, has been a managing partner of Sherpalo Ventures, LLC, an angel venture investment company, since January 2000. From August 1998 to September 1999, Ram served as Vice President of Business Development at Amazon.com, Inc., an internet retail company. Prior to that, Ram served as President at Junglee Corporation, a provider of database technology, which was acquired by Amazon.com in 1998. Ram was an early member of the executive team at Netscape Communications Corporation. Ram holds a Bachelor of Science degree in mathematics from the University of Madras, India. Select Leadership Skills and Additional Experiences: ● Global business leadership as former Vice President of Business Development at Amazon.com, Inc., President of Junglee Corporation, and a member of the executive team of Netscape Communications Corporation. ● Extensive financial and investment expertise as a venture capitalist. ● Outside board experience as a director of several private companies.
ROBIN L. WASHINGTON Independent Director since 2019  |  Leadership Development, Inclusion and Compensation Committee (Chair)
Other Public Company Directorships: ●  Honeywell International, Inc. ●  Salesforce, Inc. ●  Vertiv Holdings Co. Selected Memberships and Private Directorships: ●  President’s Council & Ross Business School Advisory Board, University of Michigan ●  Board of Trustees, UCSF Benioff Children’s Hospital Oakland ●  Board of Directors, Mastercard Foundation	Robin L. Washington, 60, served as the Executive Vice President and Chief Financial Officer of Gilead Sciences, Inc., a biopharmaceutical company, from May 2008 to November 2019 where she oversaw Global Finance, Facilities and Operations, Investor Relations, and the Information Technology organizations. Robin remained with Gilead in an advisory capacity from November 2019 until March 2020. From January 2006 to June 2007, Robin served as Chief Financial Officer of Hyperion Solutions Corporation, an enterprise software company. Prior to Hyperion, Robin served in a number of executive positions with PeopleSoft, Inc., a provider of enterprise application software, including as Senior Vice President and Corporate Controller along with several other senior financial roles from 1996 to 2005. Prior to PeopleSoft, Robin was Director of Finance for Tandem Computers, an Accounting Analyst for the Federal Reserve Bank of Chicago, and a Senior Auditor for Deloitte. Robin holds a Bachelor of Business Administration degree from the University of Michigan and a Master of Business Administration degree from Pepperdine University. Select Leadership Skills and Additional Experiences: ● Extensive financial and management expertise and global business leadership as former Executive Vice President and Chief Financial Officer of Gilead Sciences, Inc., Hyperion Solutions Corporation, and former executive of PeopleSoft, Inc. ● In-depth knowledge of the technology sector. ● Global business perspective from her service on other boards.

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Executive Officers

This section describes the business experience of our executive officers, other than Sundar, whose biography can be found on page 23. Our executive officers are appointed by and serve at the discretion of our Board of Directors.Board. There are no family relationships among any of our directors or executive officers.

 

Name		Age	Position RUTH M. PORAT Senior Vice President, Chief Financial Officer, Alphabet and Google
Larry Page	43	Chief Executive Officer, Alphabet, Co-Founder Public Company Directorship: ●  Blackstone Inc. Selected Memberships and Director
Sergey Brin	42	President, Alphabet, Co-Founder and Director
Eric E. Schmidt	60	Executive Chairman of thePrivate Directorships: ●  Board of Directors,
L. John Doerr Council on Foreign Relations ●  Board of Trustees, Memorial Sloan Kettering Cancer Center ●  Board of Directors, Stanford Management Company	64	Director
Diane B. Greene	60	Ruth M. Porat, 65, has served as Senior Vice President, Chief Financial Officer of Google since May 2015 and Directorhas held the same title at Alphabet since it was created in October 2015. Prior to joining Google, Ruth was Executive Vice President and Chief Financial Officer of Morgan Stanley from January 2010 to April 2015. From September 2003 to December 2009, she served in a number of executive positions at Morgan Stanley, including Vice Chairman of Investment Banking, Global Co-Head of Technology Investment Banking, and Global Head of the Financial Institutions Group. Ruth holds a Bachelor of Arts degree from Stanford University, a Master of Science degree from The London School of Economics, and a Master of Business Administration degree from The Wharton School of the University of Pennsylvania. Select Leadership Skills and Additional Experiences: ● Extensive financial and management expertise in the finance, investment, and technology industries. ● Outside board experience and global business perspective from her service on other boards.
John L. Hennessy		63	Lead Independent Director
Ann Mather		56	Director
Alan R. Mulally	70	Director
Paul S. Otellini	65	Director
K. Ram Shriram	59	Director
Shirley M. Tilghman	69	Director
David C. Drummond	53	PRABHAKAR RAGHAVAN Senior Vice President, Knowledge and Information, Google
Selected Memberships: ●  Member, National Academy of Engineering ●  Fellow, Association for Computing Machinery ●  Fellow, Institute of Electrical and Electronic Engineers (IEEE)	Prabhakar Raghavan, 62, has served as Senior Vice President of Google since November 2018. He is responsible for Google Search, Assistant, Geo, Ads, Commerce, and Payments products. Previously, he served as Senior Vice President, Ads, from October 2018 to June 2020, and as Vice President, Apps, from May 2014 to October 2018. Prior to joining Google in March 2012, Prabhakar founded and led Yahoo! Labs, served as the chief technology officer at Verity, held various positions over the course of fourteen years at IBM Research, and was a Consulting Professor of Computer Science at Stanford University. Prabhakar holds a Bachelor of Technology degree from the Indian Institute of Technology Madras and a Doctoral degree in electrical engineering and computer science from the University of California, Berkeley. Select Leadership Skills and Additional Experiences: ● Extensive management experience having served in various leadership roles in several technology companies. ● In-depth knowledge of the technology sector.

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PHILIPP SCHINDLER Senior Vice President, Chief Business Officer, Google
Selected Membership: ●  Scholar, the Studienstiftung des deutschen Volkes, the German Academic Scholarship Foundation	Philipp Schindler, 52, has served as Senior Vice President, Chief Business Officer of Google since August 2015, overseeing Google’s and YouTube’s sales activities, Google’s technical and consumer support, partnership and business development teams, and country operations. Philipp previously served at Google as Vice President of Global Sales and Operations from January 2012 to July 2015; as President for Northern and Central Europe from June 2009 to January 2012; and as Managing Director, Germany, Switzerland, Austria and Nordics from September 2005 to June 2009. Philipp holds a Diplom Kaufmann degree with distinction in business administration and management from the European Business School in Oestrich-Winkel, Germany. Select Leadership Skills and Additional Experiences: ● Extensive leadership experience having served as senior vice president at AOL Germany, and head of marketing at CompuServe in Germany, a subsidiary of AOL Inc. ● In-depth knowledge of the technology sector.
KENT WALKER President, Global Affairs, Chief Legal Officer and Secretary, Alphabet and Google
Sundar Pichai Selected Membership: ●  Executive Council, TechNet.org	43	Kent Walker, 62, has served as President, Global Affairs, and Chief ExecutiveLegal Officer of Alphabet and Google
Ruth M. Porat	58	since November 2021, and Secretary of Alphabet since January 2020. Kent previously served as Senior Vice President, Global Affairs and Chief FinancialLegal Officer Alphabetof Google from June 2018 to November 2021. He oversees teams responsible for content policy, government affairs, legal and compliance matters, and philanthropy. Since joining Google in 2006, he has led Google’s advocacy on competition, content, copyright, and privacy. He previously held executive positions at Netscape, AOL, and eBay. Kent holds a Bachelor of Arts degree in social studies from Harvard University and a Juris Doctor degree from Stanford Law School. Select Leadership Skills and Additional Experiences: ● Extensive leadership experience, including serving as the first chair of the Global Internet Forum to Counter Terrorism and executive positions at various technology companies. Currently chairs Google’s Advanced Technology Review Council. ● Previously served as an Assistant U.S. Attorney in San Francisco and Washington D.C. ● In-depth knowledge of the technology sector.

 

Larry Page, the Chief Executive Officer of Alphabet, was one of Google’s founders and has served as a member of our Board of Directors since its inception in September 1998, and as Google’s Chief Executive Officer from April 2011 to October 2015 (when he became the Chief Executive Officer of Alphabet). From July 2001 to April 2011, Larry served as Google’s President, Products. In addition, from September 1998 to July 2001, Larry served as Google’s Chief Executive Officer, and from September 1998 to July 2002, as Google’s Chief Financial Officer. Larry holds a Master of Science degree in computer science from Stanford University and a Bachelor of Science degree in engineering, with a concentration in computer engineering, from the University of Michigan.

Sergey Brin, President of Alphabet, was one of Google’s founders and has served as a member of our Board of Directors since its inception in September 1998. Previously, Sergey served as Google’s President, Technology and Co-Founder. In addition, from September 1998 to July 2001, Sergey served as Google’s President and Chairman of Google’s Board of Directors. Sergey holds a Master of Science degree in computer science from Stanford University and a Bachelor of Science degree with high honors in mathematics and computer science from the University of Maryland at College Park.

Eric E. Schmidt, Executive Chairman of the Board of Directors of Alphabet, has served as the Executive Chairman of our Board of Directors since April 2011 and as a member of our Board of Directors since March 2001. From July 2001 to April 2011, Eric served as Google’s Chief Executive Officer. He was the chairman of Google’s Board of Directors from March 2001 to April 2004, and again from April 2007 to April 2011. Prior to joining Google, from April 1997 to November 2001, Eric served as chairman of the Board of Directors of Novell, Inc., a computer networking company, and, from April 1997 to July 2001, as the Chief Executive Officer of Novell. From 1983 until March 1997, Eric held various positions at Sun Microsystems, Inc., a supplier of network computing solutions, including Chief Technology Officer from February 1994 to March 1997, and President of Sun Technology Enterprises from February 1991 until February 1994. Eric holds a Doctoral degree and a Master of Science degree in computer science from the University of California, Berkeley, and a Bachelor of Science degree in electrical engineering from Princeton University.

L. John Doerrhas served as a member of our Board of Directors since May 1999. John has been a General Partner of Kleiner Perkins Caufield & Byers, a venture capital firm, since August 1980. John has also been a member of the board of directors of Amyris, Inc., a renewable products company, since May 2006, and serves on its nominating and governance committee; and Zynga, Inc., a provider of social game services, since April 2013. John holds a Master of Business Administration degree from Harvard Business School, and a Master of Science degree in electrical engineering and computer science, and a Bachelor of Science degree in electrical engineering from Rice University.

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Diane B. Greenehas served as a member of our Board of Directors since January 2012 and as a Senior Vice President of Google since December 2015. Diane founded bebop Technologies, Inc. (bebop) and served as Chief Executive Officer and a member of its board of directors from December 2012 to December 2015 when bebop was acquired by Google. Diane has also been a member of the board of directors of Intuit Inc., a provider of business and financial management solutions, since August 2006 and serves on its audit and risk committee and nominating and corporate governance committee. Diane co-founded VMware, Inc., a virtualization software company, in 1998 and took the company public in 2007. She served as Chief Executive Officer and President of VMware from 1998 to 2008, as a member of the board of directors of VMware from 2007 to 2008, and as an Executive Vice President of EMC Corporation, a provider of information infrastructure and virtual infrastructure technologies, solutions and services, from 2005 to 2008. Prior to VMware, Diane held technical leadership positions at Silicon Graphics Inc., a provider of technical computing, storage and data center solutions, Tandem Computers, Inc., a manufacturer of computer systems, and Sybase Inc., an enterprise software and services company, and was Chief Executive Officer of VXtreme, Inc., a developer of streaming media solutions. Diane is also a member of The MIT Corporation, the governing body of the Massachusetts Institute of Technology. Diane holds a Master of Science degree in computer science from the University of California, Berkeley, a Master of Science degree in naval architecture from the Massachusetts Institute of Technology, and a Bachelor of Arts degree in mechanical engineering from the University of Vermont.

John L. Hennessyhas served as a member of our Board of Directors since April 2004, and as Lead Independent Director since April 2007. John has served as the President of Stanford University since September 2000. John has also been a member of the board of directors of Cisco Systems, Inc., a networking equipment company, since January 2002, and serves on its nominating and governance committee and acquisition committee. He also serves as a trustee of the Gordon and Betty Moore Foundation. From 1994 to August 2000, John held various positions at Stanford, including Dean of the Stanford University School of Engineering and Chair of the Stanford University Department of Computer Science. John holds a Doctoral degree and a Master of Science degree in computer science from the State University of New York, Stony Brook, and a Bachelor of Science degree in electrical engineering from Villanova University. John has announced that he plans to resign from his position as the President of Stanford University in August 2016.

Ann Matherhas served as a member of our Board of Directors since November 2005. Ann has also been a member of the board of directors of: Arista Networks, Inc., a computer networking company, since June 2013, and serves as chair of its audit committee; Glu Mobile Inc., a publisher of mobile games, since September 2005, and serves on its nominating and corporate governance committee; Netflix, Inc., a streaming media company, since July 2010, and serves as chair of its audit committee; and Shutterfly, Inc., an internet-based image publishing company, since May 2013 and serves on its audit committee. Ann has also been an independent trustee to the Dodge & Cox Funds board of trustees since May 2011. Ann was previously a director of MoneyGram International, Inc., a global payment services company, from May 2010 to May 2013, and Solazyme, Inc., a biotechnology company, from April 2011 to November 2014. From 1999 to 2004, Ann was Executive Vice President and Chief Financial Officer of Pixar, a computer animation film studio. Prior to her service at Pixar, Ann was Executive Vice President and Chief Financial Officer of Village Roadshow Pictures, the film production division of Village Roadshow Limited. Ann holds a Master of Arts degree from Cambridge University in England and is a chartered accountant.

Alan R. Mulallyhas served as a member of our Board of Directors since July 2014. Alan served as President and Chief Executive Officer of Ford Motor Company, a global automotive company, from September 2006 through June 2014. Alan was previously a member of the board of directors of Ford and served on its finance committee from September 2006 through June 2014. From March 2001 to September 2006, Alan served as Executive Vice President of the Boeing Company and President and Chief Executive Officer of Boeing Commercial Airplanes, Inc. He also was a member of the Boeing Executive Council. Prior to that time, he served as President of Boeing’s space and defense business. Alan served as co-chair of the Washington Competitiveness Council and sat on the advisory boards of NASA, the University of Washington, the University of Kansas, the Massachusetts Institute of Technology, and the U.S. Air Force Scientific Advisory Board. He is a member of the U.S. National Academy of Engineering and a fellow of England’s Royal Academy of Engineering. Alan holds a Bachelor of Science and Master of Science degrees in aeronautical and astronautical engineering from the University of Kansas, and a Master’s degree in Management from the Massachusetts Institute of Technology as a 1982 Alfred P. Sloan fellow.

Paul S. Otellinihas served as a member of our Board of Directors since April 2004. Paul served as the Chief Executive Officer and President of Intel Corporation, a semiconductor manufacturing company, from May 2005 to May 2013, and as a member of its board of directors from 2002 to May 2013. He also served as Intel’s Chief Operating Officer from 2002 to May 2005. From 1974 to 2002, Paul held various positions at Intel, including Executive Vice President and General Manager, Intel Architecture Group, and Executive Vice President and General Manager, Sales and Marketing Group. Paul holds a Master of Business Administration degree from the University of California, Berkeley, and a Bachelor of Arts degree in economics from the University of San Francisco.

K. Ram Shriramhas served as a member of our Board of Directors since September 1998. Ram has been a managing partner of Sherpalo Ventures, LLC, an angel venture investment company, since January 2000. From August 1998 to September 1999, Ram served as Vice President of Business Development at Amazon.com, Inc., an e-commerce company. Prior to that, Ram served as President at Junglee Corporation, a provider of database technology, which was acquired by Amazon.com in 1998. Ram was an early member of the executive team at Netscape Communications Corporation. Ram is also on the board of trustees of Stanford University. Ram holds a Bachelor of Science degree in mathematics from the University of Madras, India.

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Shirley M. Tilghmanhas served as a member of our Board of Directors since October 2005. Shirley served as the President of Princeton University from June 2001 to June 2013. Shirley also serves as a trustee of the Institute for Advanced Study, Amherst College, the Advantage Testing Foundation, the Carnegie Endowment for International Peace, Leadership for a Diverse America, and the King Abdullah University of Science and Technology, as a fellow for Harvard College and as a director of the Broad Institute. From August 1986 to June 2001, she served as a Professor at Princeton University, and from August 1988 to June 2001, as an Investigator at Howard Hughes Medical Institute. In 1998, she took the role as founding director of Princeton’s multi-disciplinary Lewis-Sigler Institute for Integrative Genomics. Shirley holds a Doctoral degree in biochemistry from Temple University, and a Bachelor of Science degree with honors in chemistry from Queen’s University.

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David C. Drummond—  , Senior Vice President, Corporate Development, Chief Legal Officer and Secretary of Alphabet, has previously served as Google’s Senior Vice President, Corporate Development from January 2006 to October 2015, as Google’s Chief Legal Officer from December 2006 to October 2015, and as Google’s Secretary from 2002 to October 2015. Previously, he served as Google’s Vice President, Corporate Development and General Counsel from February 2002 to December 2005. Prior to joining Google, from July 1999 to February 2002, David served as Chief Financial Officer of SmartForce, an educational software applications company. Prior to that, David was a partner at the law firm of Wilson Sonsini Goodrich & Rosati. David has been a member of the Board of Directors of KKR Management LLC, the general partner of KKR & Co. L.P., a private equity firm, since March 2014, and serves on its conflicts committee. David holds a Juris Doctor degree from Stanford University and a Bachelor of Arts degree in history from Santa Clara University.

CORPORATE GOVERNANCE AND BOARD MATTERS

 

Sundar Pichai, the Chief Executive Officer of Google, has previously served as Google’s Senior Vice President of Products from October 2014 to October 2015, and as Google’s Senior Vice President of Android, Chrome and Apps from March 2013 to October 2014. Since joining Google in April 2004, Sundar has held various positions, including Google’s Senior Vice President, Chrome and Apps; Senior Vice President, Chrome; and Vice President, Product Management. Prior to joining Google, Sundar worked in engineering and product management at Applied Materials, Inc., a semiconductor company, and in management consulting at McKinsey & Company, a management consulting firm. Sundar was previously a director of Jive Software, Inc., a provider of communication and collaboration solutions, from April 2011 to July 2013. Sundar holds a Master of Science degree in materials, science and engineering from Stanford University, a Master of Business Administration degree from The Wharton School of the University of Pennsylvania, and a Bachelor of Engineering degree with honors in metallurgical engineering from the Indian Institute of Technology Kharagpur.

Ruth M. Porat, Senior Vice President and Chief Financial Officer of Alphabet since October 2015 and also Senior Vice President and Chief Financial Officer of Google since May 2015. Prior to joining Google, she served as Executive Vice President and Chief Financial Officer of Morgan Stanley since January 2010. She previously served as Vice Chairman of Investment Banking from September 2003 to December 2009 and as Global Head of the Financial Institutions Group from September 2006 through December 2009. Ruth is Vice Chair of the Stanford University Board of Trustees, a Board Director at The Council on Foreign Relations and a member of the Advisory Council of the Hutchins Center on Fiscal and Monetary Policy at the Brookings Institution. Ruth holds a Bachelor of Arts degree from Stanford University, a Master of Business Administration degree with distinction from The Wharton School of the University of Pennsylvania and a Master of Science from the London School of Economics.

Corporate Governance and Board Matters

We have adopted a code of business conduct and ethics for directors, officers (including our principal executive officer, principal financial officer, and principal accounting officer), and employees, known as the Alphabet Code of Conduct. We have also adopted Corporate Governance Guidelines, which, in conjunction with our certificate of incorporation, bylaws, and charters of the standing committees of our Board, of Directors, form the framework for our corporate governance. The Alphabet Code of Conduct and our Corporate Governance Guidelines are available on theour Investor Relations section of our website at https://abc.xyz/investor/. We will post amendments to the Alphabet Code of Conduct or any waivers of the Alphabet Code of Conduct for directors and executive officers on the same website.

 

Stockholders may request printed copies of the Alphabet Code of Conduct, the Corporate Governance Guidelines, and committee charters at no charge by sending inquiries to:

 

Investor Relations	Email: investor-relations@abc.xyz
Alphabet Inc.
1600 Amphitheatre Parkway
Mountain View, California 94043	Email: investor-relations@abc.xyz

 

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Board Meetings

 

During 2015, the2022, our Board of Directors held ninefive meetings and acted by unanimous written/electronic consent once.twice. Each director attended at least 75% of all Board of Directors and applicable committee meetings. Note that all meetings and actions by unanimous written/electronic consents prior to October 2, 2015 were that of Google’s Board of Directors. We encourage our directors to attend our annual meetingmeetings of stockholders. SixFive directors attended Google’s 2015Alphabet’s 2022 Annual Meeting of Stockholders.

 

Board Leadership Structure

 

In April 2011, Larry PageJanuary 2018, John L. Hennessy, the then Lead Independent Director, was appointed to serve as Alphabet’s Chair of the Board. In December 2019, Sundar became the Chief Executive Officer of Google and Eric E. Schmidt became Executive Chairman of the board of directors of Google. In connection with the Reorganization in October 2015, Larry became the Chief Executive Officer of Alphabet and Eric became the Executive Chairman of the Board of Directors of Alphabet.

 

TheOur Board of Directorsregularly reviews its leadership structure to ensure continued effectiveness and believes that this leadershipthe current structure, which separates the ChairmanChair and Chief Executive Officer roles, is appropriate at this time in light of the evolution of Alphabet’s business and operating environment. In particular, theour Board of Directors believes that this structure clarifies the individual roles and responsibilities of Larry, Sergey,Chief Executive Officer and Eric,Chair, streamlines decision-making, and enhances accountability. As Executive Chairman, Eric remains involved in key matters, such as major transactions, broader business and customer relationships, and government relations, which are increasingly important givenJohn, a long-standing member of our global reach, and continues to advise Larry and Sergey. In this role and given hisBoard, has in-depth knowledge of the issues, challenges, and opportunities facing us, theus. As such, our Board of Directors believes that Eric continues to behe is best positioned to develop agendas that ensure that the board’sour Board’s time and attention are focused on the most critical matters. His role enables decisive leadership, ensures clear accountability, and enhances the ability to communicate our messagemessages and strategy clearly and consistently to our stockholders, employees, customers, and users.strategy.

 

Our certificate of incorporation and bylaws provide that the chairman of our Board of Directors may not be an employee or officer of our company and may not have been an employee or officer for the last three years, unless the appointment is approved by two-thirds of the members of our Board of Directors. The Board of Directors unanimously approved Eric’s appointment as Executive Chairman.

Each of the directorsdirector nominees standing for election, other than Larry, Sergey, Eric, and DianeSundar, is independent (see “Director Independence” on page 1734 of this proxy statement), and theour Board of Directors believes that the independent directors provide effective oversight of management. In addition, John L. Hennessy has been our Lead Independent Director since April 2007. As Lead Independent Director, John’s responsibilities include:

 

	•	Coordinating and moderating executive sessions of the Board of Directors’ independent directors.
	•	Advising the executive chairman of the Board of Directors as to the quality, quantity, and timeliness of the flow of information from management that is necessary for the independent directors to perform their duties effectively and responsibly.
	•	Confirming the agenda with the Chief Executive Officer for meetings of the Board of Directors.
	•	Holding regular update sessions with the Executive Chairman of the Board of Directors.
	•	Acting as the principal liaison between the independent directors and the Executive Chairman of the Board of Directors on sensitive issues.
	•	Performing such other duties as the Board of Directors may from time to time delegate to the Lead Independent Director to assist the Board of Directors in the fulfillment of its responsibilities.

The Board of Directors believes that these responsibilities appropriately and effectively complement our Executive Chairman and Chief Executive Officer structure.

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Board Committees

 

Our Board of Directors is currently composed of eleven directors. Our Board of Directors has the following four standing committees:

 

(1)1.

an Audit and Compliance Committee (the Audit Committee),

(2)2.

a Leadership Development, Inclusion and Compensation Committee (the Compensation Committee),

(3)3.

a Nominating and Corporate Governance Committee (the Governance Committee), and

(4)4.

an Executive Committee.

 

From time to time, theour Board of Directors may also establish ad hoc committees to address particular matters. In connection with the Reorganization, Alphabet dissolved its Acquisition Committee as of October 2, 2015.

Each of the standing committees operates under a written charter adopted by the Board of Directors.our Board. All of the current standing committee charters are available on theour Investor Relations section of our website at https://abc.xyz/investor/other/board.html.board/. Printed copies of the charters are available at no charge to any stockholder who requests them by following the instructions on page 12 of this proxy statement.above.

 

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Corporate Governance

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Director and Executive Compensation

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Audit Matters

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Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

The membership and meetings during 20152022 and the primary functions of each of the standing committees are described below.

 

��		Leadership	Nominating
		Development	and Corporate
		and Compensation	Governance	Acquisition	Executive
Board of Directors	Audit Committee	Compensation Committee	Governance Committee	Executive Committee(1)	Committee
Larry Page
Sergey Brin
Eric E. SchmidtSundar Pichai
John L. John Doerr*Hennessy«	(2)
Frances H. Arnold«
R. Martin “Marty” Chávez«(1)
Diane B. GreeneL. John Doerr(3)«
Roger W. Ferguson Jr.«
John L. Hennessy*Ann Mather«
Ann Mather*
Alan R. Mulally*Mulally«(2)
Paul S. Otellini*K. Ram Shriram«
K. Ram Shriram*Robin L. Washington«(3)
Shirley M. Tilghman*

	Member
	Committee Chair
*«	Independent Director
(1)	The Acquisition Committee was dissolved as of October 2, 2015 in connection with the Reorganization. There were no meetings of the Acquisition Committee held during 2015.
(2)	In December 2015, L. John Doerr resigned from the Leadership Development and Compensation Committee andMarty was appointed to serve as a member of our Board and the Audit Committee.  Committee effective July 11, 2022.
(3)(2)	Following the hiring of Diane GreeneAlan’s term as a Senior Vice Presidentmember of Google in December 2015, Diane resigned fromour Board and the Audit Committee.  Committee ended on June 2, 2022.
(3)	Robin served as a member of the Audit Committee from June 1, 2022 until July 11, 2022.

 

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Corporate Governance

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Director and Executive Compensation

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Audit Matters

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Management and Stockholder Proposals

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Questions and Answers

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Appendices

Audit Committee

Audit and Compliance Committee

 

The main function of ourthe Audit Committee is to oversee our accounting and financial reporting processes.processes, oversee our relationship with our independent auditors, provide oversight regarding significant financial matters, and review and discuss with management the company’s major risk exposures. The Audit Committee’s responsibilities include:include but are not limited to:

 

●	•		SelectingOverseeing the risks and hiring our independent auditors.exposures associated with:
	●	Financial matters, including financial strategy and reporting, tax, accounting, disclosure, internal control over financial reporting, investment guidelines and credit and liquidity matters;
	•●	ApprovingData privacy and security, competition, civil and human rights, sustainability, and reputational risks; and
	●	Our operations and infrastructure, particularly reliability, business continuity and capacity.
●	Selecting, hiring, compensating, and ongoing monitoring of our independent auditors, and approving the audit and non-audit services to be performed by our independent auditors.they perform.
●
	•	Evaluating the qualifications, performance, and independence of our independent auditors.
	•	Overseeing and monitoring the integrity of our financial statements and our compliance with related legal and regulatory requirements as they relate to financial statements or accounting matters.requirements.
●			Establishing and overseeing processes and procedures regarding complaints and confidential and anonymous employee submissions about accounting, internal accounting controls, or audit matters.
●	•		Reviewing the design, implementation, adequacy, and effectiveness ofOverseeing our internal controlscontrol function, reviewing the appointment of an internal auditing executive and our critical accounting policies.any significant issues raised by the internal audit team.
●
	•	Reviewing with management and the independent auditors our annual audited financial statements, quarterly financial statements, earnings announcements, regulatory filings including our annual proxy statement, and other public announcements regarding our results of operations.
●
	•	Reviewing regulatory filings with management and our independent auditors.
	•	Preparing any report the SEC requires for inclusion in our annual proxy statement.
	•	Reviewing and approving related party transactions.
●
	•	EstablishingApproving Alphabet’s overall compliance program and overseeing processesreviewing its implementation and procedures for the receipt, retention, and treatment of complaints and employee submissions about accounting, internal accounting controls, or audit matters.effectiveness.

 

During 2015,2022, the Audit Committee held tennine meetings and acted by unanimous written/electronic consent fivetwo times. Note that all meetings and actions by unanimous written/electronic consents prior to October 2, 2015 were that of Google’s Audit Committee.

 

OurThe Audit Committee currently comprises L. John Doerr, Ann Mather (Chair), Roger, and Alan R. Mulally,Marty, each of whom is a non-employee member of our Board of Directors.Board. Our Board of Directors has determined that each of the directors serving on ourthe Audit Committee is independent within the meaning of the rules of the SEC and the Listing Rules of the NASDAQ Stock Market (NASDAQ).

 

TheOur Board of Directors has determined that, based on her professional qualifications and experience described above, Ann Mather is an audit committee financial expert as defined under the rules of the SEC, and that each member of the Audit Committee is able to read and understand fundamental financial statements as required by the Listing Rules of NASDAQ.

 

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Corporate Governance

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Director and Executive Compensation

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Audit Matters

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Management and Stockholder Proposals

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Questions and Answers

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Appendices

Leadership Development, Inclusion and Compensation Committee

 

The purpose of our Leadership Development andthe Compensation Committee is to oversee our leadership development and compensation programs.programs for the members of our Board and our employees. The Leadership Development andCompensation Committee reports regularly to our full Board on its activities. The Compensation Committee’s responsibilities include:include but are not limited to:

 

●	•Establishing, overseeing, and administering employee compensation, benefits, and perquisites policies, programs, and strategy and overseeing related risks.
●	Reviewing and approving our general compensation strategy.programs and awards for Alphabet’s executive officers and non-employee directors (together with the Governance Committee).
●		Administering Alphabet’s equity compensation plans as well as stock ownership requirements for Alphabet’s Chief Executive Officer and other members of senior management.
●	•	Establishing annual and long-term performance goals for our executive officers.senior management.
●		Reviewing senior management development, retention, and succession plans and executive education.
●	•	ConductingAnnually conducting and reviewing with the Board of Directors an annual evaluation of the performance of our executive officers, as appropriate.senior management performance.
●		Overseeing human capital management matters, including with respect to diversity and inclusion, workplace environment and safety, and management’s efforts to promote a workplace environment and culture that is healthy, vibrant, inclusive, respectful and free from employment discrimination, including harassment and retaliation.
●	•	Evaluating the competitiveness of the compensation of our executive officers.
	•	Reviewing and approving the selection of our peer companies.companies for compensation benchmarking purposes.
●		Investigating any matters brought to its attention, with full access to all books, records, facilities, and employees.
●	•	ReviewingSole authority to retain and approving all salaries, bonuses, equity awards, perquisites, post-service arrangements, andoversee the engagement of compensation consultants, legal counsel, or other compensation and benefit plans for Alphabet’s Chief Executive Officer and all other executive officers.advisors to advise the Compensation Committee at the expense of Alphabet.
●
	•	Reviewing and approving the terms of any offer letters, employment agreements, termination agreements or arrangements, change in control agreements, indemnification agreements, and other material agreements between us and our Chief Executive Officer or all other executive officers.
	•	Acting as the administering committee for our stock and bonus plans and for any equity, cash or similar compensation arrangements that may be adopted by us from time to time.
	•	Providing oversight for our overall compensation plans and benefit programs, monitoring trends in executive and overall compensation, and making recommendations to the Board of Directors with respect to improvements to such plans and programs or the adoption of new plans and programs.

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	•	Reviewing and approving compensation programs, as well as salaries, fees, bonuses, and equity awards for the Executive Chairman and the non-employee members of the Board of Directors.
	•	Reviewing plans for the development, retention, and succession of our executive officers.
	•	Reviewing executive education and development programs.
	•	Monitoring total equity usage for compensation and establishing appropriate equity dilution levels.
	•	Reviewing and discussing with management theour annual Compensation Discussion and Analysis (CD&A) disclosure and the related tabular presentations regarding named executive officer compensation and, based on this review and discussions, making a recommendation to include the CD&A disclosure and the tabular presentations in our annual public filings..
●
	•	Preparing and approving the annual Leadership Development, Inclusion and Compensation Committee Report to be included in our annual public filings.Report.

 

During 2015,2022, the Leadership Development and Compensation Committee held fivesix meetings and acted by unanimous written/electronic consent thirty-seventhirteen times. Note that all meetings and actions unanimous written/electronic consent prior to October 2, 2015 were that of Google’s Leadership Development and Compensation Committee.

 

Our Leadership Development andThe Compensation Committee currently comprises Paul S. OtelliniRobin (Chair), L. John Doerr, and K. Ram, Shriram, each of whom is a non-employee member of our Board of Directors.Board. Our Board of Directors has determined that each of the directors serving on our Leadership Development andthe Compensation Committee is independent as defined in the Listing Rules of NASDAQ.

 

Nominating and Corporate Governance Committee

 

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Corporate Governance

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Director and Executive Compensation

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Audit Matters

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Management and Stockholder Proposals

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Questions and Answers

6

Appendices

Nominating and Corporate Governance Committee

The Governance Committee’s purpose is to assist our Board of Directors in identifying individuals qualified to become members of our Board of Directors consistent with criteria set by our Board of Directors,and as provided in the Corporate Governance Guidelines, to oversee the evaluation of the Board of Directors and management, and to develop and update our corporate governance principles. The Nominating and Corporate Governance Committee’s responsibilities include:include but are not limited to:

 

●	•	Evaluating theBoard and Committee composition, including diversity, size, tenure, organization, and governance of our Board of Directors and its committees, determining future requirements,requirements.
●	Establishing a policy for considering director nominees; evaluating and recommending candidates for election consistent with Board-approved criteria and as provided by the Corporate Governance Guidelines.
●	Reviewing the chair of each committee and making recommendations regarding future planning, the appointment of directors to our committees, and the selection of chairs of these committees.Board.
●
	•	Periodically reviewing and approving compensation programs for non-employee members of our Board of Directors in conjunction with the Leadership Development and Compensation Committee.
	•	Reviewing and recommending to our Board of Directors director independence determinations made with respectdeterminations.

	●	Taking a leadership role in shaping Alphabet’s corporate governance, including reviewing the corporate governance framework and considering corporate governance issues that may arise from time to continuingtime, and prospective directors.developing appropriate recommendations to our Board.
	●	Evaluating stockholder proposals submitted to Alphabet for consideration at the annual meeting of stockholders and providing appropriate oversight.

●	•	Reviewing and recommending to our Board of Directors Section 16 officer determinations with respect to our executive officers.
	•	Establishing a policy for considering director nominees for election to our Board of Directors.
	•	Recommending ways to enhance communications and relations with our stockholders.
●		Overseeing risks and exposures associated with director and management succession planning, corporate governance, and overall Board effectiveness.
●	•	Evaluating and recommending candidates for election to our Board of Directors, including nominees recommended by stockholders.
	•	Overseeing our Board of Directors’Board’s performance and annual self-evaluation process and developing continuing education programs for our directors.
●		Evaluating whether a director who notifies our Board of a change in job responsibilities, including with respect to commitments on other boards, continues to satisfy the Board’s membership criteria and independence requirements.
●	•	Evaluating and recommending to the Board of Directors termination of service of individual members ofdirectors to the Board of Directors as appropriate, in accordance with governance principles, for cause or for other proper reasons.

 

During 2015,2022, the Nominating and Corporate Governance Committee held four meetings and acted by unanimous written/electronic consent one time. Note that all meetings and actions by unanimous written/electronic consent prior to October 2, 2015 were that of Google’s Nominating and Corporate Governance Committee.once.

 

Our Nominating and CorporateThe Governance Committee currently comprises John L. Hennessy (Chair) and Shirley M. Tilghman,Frances, each of whom is a non-employee member of our Board of Directors.Board. Our Board of Directors has determined that each of the directors serving on our Nominating and Corporatethe Governance Committee is independent as defined in the Listing Rules of NASDAQ.

 

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Executive Committee

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Acquisition Committee

The Acquisition Committee served as an administrative committee of the Board of Directors to review and approve certain investment, acquisition, and divestiture transactions proposed by management. Alphabet dissolved its Acquisition Committee as of October 2, 2015 in connection with the Reorganization. During 2015, the Acquisition Committee didn’t hold any meetings and acted by unanimous written/electronic consent one time.

Executive Committee

 

The Executive Committee serves as an administrative committee of theour Board of Directors to act upon and facilitate the consideration by senior management and theour Board of Directors of certain high-level business and strategic matters. During 2015,2022, the Executive Committee didn’tdid not hold any meetings and acted by unanimous written consent one time. Ourmeetings. The Executive Committee currently comprises EricLarry (Chair), Larry,Sergey, and Sergey.Sundar.

 

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Director and Executive Compensation

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Audit Matters

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Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

Director Independence

 

Our Board of Directors has adopted independence standards that mirror exactly the criteria specified by applicable laws and regulations of the SEC and the Listing Rules of NASDAQ. Our Board of Directors has determined that Alan Mulally, who served as a member of our Board and the Audit Committee until June 2, 2022, and each of the director nominees standing for election, except Larry, Sergey, Eric, and Diane, is anSundar are independent directordirectors under these standards. In determining the independence of our directors, our Board of Directors considered all transactions in which we and any director had any interest, including those discussed under “Certain Relationships and Related Transactions” on pages 25-2741-43 of this proxy statement, transactions involving payments made by us to companies in the ordinary course of business where certain of our directors serve on the board of directors or as a member of the executive management team of the other company, and transactions involving payments made by us to educational institutions with director affiliations.

 

Compensation Committee Interlocks and Insider Participation

 

During 2015,2022, L. John Doerr, Paul S. Otellini,Ram, and K. Ram ShriramRobin served on the Leadership Development and Compensation Committee. L. John Doerr served on the Leadership Development and Compensation Committee until December 17, 2015. None of the members of the Leadership Development and Compensation Committee has been an officer or employee of Alphabet. None of our executive officers serves on the board of directors or compensation committee of a company that has an executive officer that serves on our board of directorsBoard or the Leadership Development and Compensation Committee.

 

Consideration of Director Nominees

 

Stockholder Recommendations and Nominees

 

Our Nominating and CorporateThe Governance Committee, a standing committee of our Board, of Directors, considers properly submitted recommendations for candidates to our Board of Directors from stockholders. In evaluating such recommendations, the Nominating and Corporate Governance Committee evaluates candidates recommended by stockholders using the same criteria it applies to evaluate other candidates and seeks to achieve a balance of experience, knowledge, integrity, and capability on our Board of Directors and to address the membership criteria set forth under “Director Selection Process and Qualifications” on page 18 of this proxy statement. below.

Any stockholder recommendations for consideration by the Nominating and Corporate Governance Committee should include the candidate’s name, biographical information, information regarding any relationships between the candidate and the Companycompany within the last three years, at least three personal references, a statement of recommendation of the candidate from the stockholder, a description of our shares beneficially owned by the stockholder, a description of all arrangements between the candidate and the recommending stockholder and any other person pursuant to which the candidate is being recommended, a written indication of the candidate’s willingness to serve on our Board, of Directors, any other information required to be provided under securities laws and regulations, and a written indication to provide such other information as the Nominating and Corporate Governance Committee may reasonably request. There are

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no differences in the manner in which the Nominating and Corporate Governance Committee evaluates nominees for director based on whether the nominee is recommended by a stockholder or otherwise. Stockholder recommendations to our Board of Directors should be sent to:to us by one of the following two ways:

 

1.      via email only:
Alphabet Inc.				Email: corporatesecretary@abc.xyz2.     via mail with a copy via email:
	corporatesecretary@abc.xyz	OR		Alphabet Inc. Attn: Corporate Secretary
1600 Amphitheatre Parkway
Mountain View, California 94043	AND		corporatesecretary@abc.xyz

 

In addition, our bylaws permit stockholders to nominate directors for consideration at an annual meeting. For a description of the process for nominating directors in accordance with our bylaws, see “Questions and Answers about the Proxy Materials and the Annual Meeting—Question 27. What is the deadline to propose actions for consideration at next year’s Annual Meeting of Stockholders or to nominate individuals to serve as directors?” on page 8114 of this proxy statement.

 

Director Selection Process and Qualifications

 

Our Nominating and CorporateThe Governance Committee will evaluate and recommend candidates for membership on our Board of Directors consistent with criteria established by our Board of Directors in our policy with regard to the selection of director nominees. Pursuant to this policy, the Nominating and Corporate Governance Committee screens candidates and evaluates the qualifications of the persons nominated by or recommended by our stockholders. The Nominating and Corporate Governance Committee recommends director nominees who are ultimately approved by the full BoardBoard.

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Corporate Governance

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Director and Executive Compensation

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Audit Matters

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Management and Stockholder Proposals

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Questions and Answers

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Identification of Directors.

Nominees

 

Our Nominating and CorporateThe Governance Committee uses a variety of methods for identifying and evaluating nominees for directors. Our Nominating and CorporateThe Governance Committee regularly assesses the appropriate size and composition of theour Board, of Directors, the needs of theour Board of Directors and the respective committees of theour Board, of Directors, and the qualifications of candidates in light of these needs. Candidates may come to the attention of the Nominating and Corporate Governance Committee through stockholders, management, current members of theour Board, of Directors, or search firms. The evaluation of these candidates may be based solely upon the information provided to the committeeGovernance Committee or may also include discussions with persons familiar with the candidate, an interview of the candidate, or other actions the Nominating and Corporate Governance Committee deems appropriate, including the use of third parties to review candidates. The Nominating and Corporate Governance committeeCommittee may, at Alphabet’s expense, retain search firms, consultants, and other advisors to identify, screen, and/or evaluate candidates.

 

Evaluation and Selection

When considering a potential non-incumbent candidate, the Nominating and Corporatecriteria with regard to the selection of director nominees reflect at a minimum any requirements of applicable law or listing rules of NASDAQ. Further, the Governance Committee will factor into its determination the following qualities, among others: integrity, professional reputation and strength of character, judgment, educational background, specific areas of expertise and knowledge of our business,the industries in which we operate, diversity of professional experience, including whether the person is a current or former chief executive officer or chief financial officer of a public company or the head of a division of a large international organization, and ability to represent the best interests of our stockholders as a whole rather than special interest groups or constituencies, and to provide practical insights and diverse perspectives.

Diversity Criteria

Additionally, due to the global and complex nature of our business, our Board of Directors believes it is important to consider diversity of race, ethnicity, gender identity, age, education, skills, cultural background, and professional experiences in evaluating board candidates. Accordingly, when evaluating candidates although our policy does not prescribe specific standards for diversity.nomination as new directors, the Governance Committee will consider, and will ask any search firm that it engages to provide, a set of candidates that includes both underrepresented people of color and different genders. Candidates also are evaluated in light of our other policies, such as those relating to independence and service on other boards, as well as considerations relating to the size, structure, and needs of our Board of Directors.Board. As part of its consideration of director succession, our Board of Directors and the Nominating and Corporate Governance Committee monitor whether the directors as a group meet the criteria for the composition of theour Board, of Directors, including overall diversity of perspective and experience.

 

Our Board of Directors is composed of a diverse group of leaders in their respective fields. Many of the current directors have senior leadership experience at major domestic and international companies. In these positions, they have also gained experience in core management skills, such as strategic and financial planning, public company financial reporting, compliance, risk management, leadership development, and international business experience. Most of our directors also have experience serving on boards of directors and board committees of other public companies, and have an understanding of corporate governance practices and trends, different business processes, challenges, and strategies. Other directors have experience as presidents or trustees of significant academic, research, and philanthropic institutions, which brings unique perspectives to the Board of Directors. Further, our directors also have other experience that makes them valuable members, such as entrepreneurial experience and experience developing technology or managing technology companies, which provides insight into strategic and operational issues faced by us.

The Nominating and Corporate Governance Committee and theour Board of Directors believe that the above-mentioned attributes, along with the leadership skills and other experiences of our boardBoard members described below,in their respective biographies on pages 23-26 provide us with a diverse range of perspectives and judgment necessary to guide our strategies and monitor their execution.

 

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Larry Page	•	Business leadership, operational experience, and experience developing technology as co-founder of Google and Chief Executive Officer of Alphabet.
	•	In-depth knowledge of the technology sector and experience in developing transformative business models.
Sergey Brin	•	Business leadership, operational experience, and experience developing technology as co-founder of Google and President of Alphabet.
	•	In-depth knowledge of the technology sector and experience in developing transformative business models.
Eric E. Schmidt	•	Global business leadership as former Chief Executive Officer of Google and former chairman and Chief Executive Officer of Novell, Inc.
	•	Outside board experience as a director of Novell, Inc., Apple Inc., and Siebel Systems, Inc.
	•	Experience developing technology as former chief technology officer at Sun Microsystems, Inc. and a former member of the research staff at Xerox Palo Alto Research Center.
L. John Doerr	•	Global business leadership as a general partner of Kleiner Perkins Caufield & Byers.
	•	Extensive financial and investment expertise as a venture capitalist.
	•	In-depth knowledge of the technology sector and visionary in the industry.
	•	Outside board experience as a director of Amazon.com, Inc., Amyris, Inc., and Zynga, Inc.
Diane B. Greene	•	Global business and entrepreneurial leadership as a co-founder and former Chief Executive Officer and President of each, VMware, Inc and bebop Technologies, Inc.
	•	Extensive financial and management expertise as former Chief Executive Officer of a public company.
	•	In-depth knowledge of cloud computing and software-as-a-service business.
	•	Outside board experience as a director of Intuit Inc. and VMware, Inc.
John L. Hennessy	•	Leadership and management experience as President of Stanford University.
	•	Outside board experience as a director of Cisco Systems, Inc. and Atheros Communications, Inc.
	•	Experience developing technology businesses as co-founder of MIPS Technologies, Inc. and Atheros Communications, Inc., and chief architect of Silicon Graphics Computer Systems, Inc.
Ann Mather	•	Global business leadership as former Executive Vice President and Chief Financial Officer of Pixar.
	•	Knowledge of complex global financial and business matters.
	•	Outside board experience as a director of Arista Networks, Inc., Central European Media Enterprises Group, Glu Mobile Inc., Netflix, Inc., Shutterfly, Inc., and Solazyme, Inc.
Alan R. Mulally	•	Global business leadership and extensive financial and management expertise as former President and Chief Executive Officer of Ford Motor Company and former Executive Vice President of the Boeing Company.
	•	Outside board experience as a director of Ford Motor Company and an advisory board member of NASA, the University of Washington, the University of Kansas, the Massachusetts Institute of Technology, and the U.S. Air Force Scientific Advisory Board.
Paul S. Otellini	•	Global business leadership as former President and Chief Executive Officer of Intel Corporation.
	•	Valuable experience in addressing issues ranging from corporate strategy, operational excellence, governance, and sales and marketing.
	•	In-depth knowledge of the technology sector.
	•	Outside board experience as a director of Intel Corporation.
K. Ram Shriram	•	Global business leadership as founder and managing partner of Sherpalo Ventures, former Vice President of Business Development at Amazon.com, Inc., President of Junglee Corporation, and member of the executive team of Netscape Communications Corporation.
	•	Extensive financial and investment expertise as a venture capitalist.
	•	Experience as a trustee of Stanford University.
	•	Outside board experience as a director of several private companies.
Shirley M. Tilghman	•	Leadership and management experience as former President of Princeton University.
	•	Valuable organizational and operational management skills.
	•	Experience as a trustee of Institute for Advanced Study, Advantage Testing Foundation, Amherst College, Leadership for a Diverse America, Carnegie Endowment for International Peace, and the King Abdullah University of Science and Technology, as a director of the Broad Institute.

Director Service on Outside Boards and Other Commitments

 

ALPHABET INC. | 2016 Proxy Statement    19Each member of our Board is expected to ensure that other existing and future commitments, including employment responsibilities and service on the boards of other entities, do not materially interfere with the member’s service as a director on our Board. The Governance Committee regularly reviews our Board members’ outside commitments for conflicts of interest and other concerns.

Our Board has adopted a policy that the maximum number of public company boards our directors can serve on is four, including membership on the Alphabet Board. All of our directors are in compliance with this policy.

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Management Succession Planning

 

One of our Board of Directors’Board’s principal duties is to review management succession planning. The Leadership Development and Compensation Committee reviews at least annually and recommends to the full Board of Directors plans for the development, retention, and replacement of executive officers, including the Chief Executive Officer of Alphabet. Additionally, the Leadership Development and Compensation Committee and the Nominating and Corporate Governance Committee of our Board Directors are jointly responsible for overseeing the risks and exposures associated with management succession planning.

 

Our Board of Directors believes that the directors and the Chief Executive Officer should collaborate on succession planning and that the entire boardBoard should be involved in the critical aspects of the management succession planning process, including establishing selection criteria that reflect our business strategies, identifying and developing internal candidates to ensure the continuity of our culture, and making key management succession decisions.

 

Management succession is regularly discussed by the directors in board meetings and in executive sessions of the Board of Directors.our Board. Directors become familiar with potential successors for key management positions through various means, including regular organization and talent reviews, presentations to the board,our Board, and informal meetings.

 

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Corporate Governance

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Director and Executive Compensation

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Audit Matters

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Management and Stockholder Proposals

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Questions and Answers

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Appendices

Board’s Role in Risk Oversight

 

TheOur Board, of Directors as a whole and through its committees, has responsibility for oversight of risk oversight, with reviews of certain areas being conducted by the relevant committees of the board. These committees then provide oral reports to the full board.management. The oversight responsibility of the boardour Board and its committees is enabled by management reporting processes, including an annual company-wide risk assessment, that are designed to provide visibility to the boardour Board and its committees about the identification, assessment, and management of critical risks and management’s risk mitigation strategies. These areas of focus include strategic, operational, financial and reporting, succession and compensation, compliance, and other risks. TheWhile our Board of Directors andis ultimately responsible for risk oversight at Alphabet, our Board has delegated to its committees overseeoversight of risks associated with their respective areas of responsibility, as summarized below. When appropriate, the committees provide reports to the full Board on these and other areas for review. Each committee meets in executive session with key management personnel and representatives of outside advisors as required.needed.

 

In particular, our Board has delegated to the Audit Committee the primary responsibility for the oversight of many of the risks facing our businesses. The Audit Committee’s charter provides that it will review and discuss with management any major risk exposures, including, among others, the key areas of oversight set forth below, and the steps Alphabet takes to detect, monitor, and actively manage such exposures.

Board/Committee		Primary Areas of Risk Oversight
Full Board		Strategic, financial, and execution risks and exposures associated with our business strategy, product innovation, and sales roadmap, policy matters, significant litigation and regulatory exposures, and other current matters that may present material risk to our financial performance, operations, infrastructure, plans, prospects or reputation, acquisitions and divestitures.divestitures, and data privacy, including cybersecurity.
Audit and Compliance Committee		Risks and exposures associated with (1) financial matters, particularlyin particular, financial strategy, financial reporting, tax, accounting, disclosure, internal control over financial reporting, investment guidelines and credit and liquidity matters,matters; (2) data privacy and security, competition, legal, regulatory, compliance, civil and human rights, sustainability, and reputational risks; and (3) our programsoperations and policies relating to legal compliance and strategy, merger and acquisition activities, and our operational infrastructure, particularly reliability, business continuity, capacity, security, and data privacy.capacity.
Leadership Development, Inclusion and Compensation Committee		Risks and exposures associated with leadership assessment, management succession planning, and executivethe operation and structure of our compensation programs and arrangements, including incentive plans.
Nominating and Corporate Governance Committee		Risks and exposures associated with director and management succession planning, corporate governance, and overall board effectiveness.

 

Executive Sessions

 

Executive sessions of independent directors are held in connection with each regularly scheduled Board of Directors meeting and at other times as necessary, and are chaired by the Lead Independent Director. The BoardChair of Directors’our Board. Our Board’s policy is to hold executive sessions without the presence of management, including the Chief Executive Officer and other non-independent directors. The committees of theour Board of Directors also generally meet in executive session at the end of each committee meeting, except for meetings of the Acquisition Committee and the Executive Committee as these committees have only one orthis committee has no independent directors.

 

ALPHABET INC. | 2016 Proxy Statement    20

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Outside Advisors

 

Our Board of Directors and each of its committees may retain outside advisors, legal counsel, and consultants of their choosing at our expense. TheOur Board of Directors and its committees need not obtain management’s consent to retain such outside advisors, legal counsel, and consultants.

 

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1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

Board Effectiveness, Board Annual Self-Assessment, Board Education

 

Our Board of Directors and each of its committees perform an annual self-assessment led by the Lead Independent Director, to evaluate the effectiveness of theour Board and its committees in fulfilling their respective obligations.obligations and to identify areas for enhancement. As part of this annual self-assessment, directors are able to provide feedback on the performance of other directors. The self-assessment process, including evaluation method, is reviewed annually by the Governance Committee. A summary of the results is presented to our Board. The Chair of the Governance Committee leads our Board in its review of the results of the annual self-assessment and takes further action as needed.

 

In addition, all members of our Board have the opportunity and are encouraged to attend director education programs to assist them in remaining current with best practices and developments in corporate governance.

Engagement

We proactively engage with our stockholders and other stakeholders throughout the year on a broad range of topics that are of interest and priority to the company and our stockholders. These include business strategy and performance, and ESG topics such as environmental sustainability, human capital, workforce diversity, executive compensation, and Board leadership and composition.

Our engagement enables us to better understand our stockholders’ priorities and perspectives, gives us an opportunity to elaborate on our initiatives, policies, and practices, and fosters open and constructive dialogue. We share the feedback from these conversations with our Board, which considers these perspectives as part of its evaluation and review of our practices including those on governance, compensation, and ESG matters. This engagement also provides us an opportunity to understand investor perspectives on topics raised in stockholder proposals and to provide insight into our Board, management team, and subject matter experts as they consider our practices and disclosures.

Throughout the year, we engage with institutional stockholders who hold a significant portion of our outstanding stock. Investor Relations in coordination with the Corporate Secretary team is responsible for leading our stockholder outreach, which may also include members of our senior executive team, management, and other experts across Alphabet, such as our Chief Sustainability Officer and Global Head of Human Rights, as appropriate.

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Corporate Governance

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Director and Executive Compensation

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Audit Matters

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Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

Communications with theour Board of Directors

 

Stockholders may contact theour Board of Directors about bona fide issues or questions aboutconcerning Alphabet by sending an email or by writing to the Corporate Secretary as follows:

 

Alphabet Inc.	Email: directors@abc.xyz
Attn: Corporate Secretary
1600 Amphitheatre Parkway
Mountain View, California 94043	Email: directors@abc.xyz

 

Any matter intended for theour Board, of Directors, or for any individual member or members of theour Board, of Directors, should be directed to the email address or street address noted above, with a request to forward the communication to the intended recipient or recipients. In general, any stockholder communication about bona fide issues concerning Alphabet delivered to the Corporate Secretary for forwarding to theour Board of Directors or specified member or members will be forwarded in accordance with the stockholder’s instructions.

 

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COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth information, as of April 11, 20164, 2023, concerning, except as indicated by the footnotes below:

 

●	•	Each person whom we know beneficially owns more than five percent of our Class A common stock or Class B common stock.
●
	•	Each of our directors and nominees for the board of directors.our Board.
●
	•	Each of our named executive officers (see the section titled “Executive Compensation” beginning on page 3046 of this proxy statement).
●
	•	All of our directors and executive officers as a group.

 

Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o Alphabet Inc., 1600 Amphitheatre Parkway, Mountain View, California 94043.

 

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

 

As of October 2, 2015, Alphabet became the successor issuer to, and parent holding company of, Google pursuant to a holding company reorganization in which all of Google’s outstanding shares were automatically converted into equivalent corresponding shares of Alphabet. Applicable percentage ownership is based on 293,658,5265,943,457,010 shares of Class A common stock and 49,452,049882,702,042 shares of Class B common stock outstanding at April 11, 2016 .4, 2023. In computing the number of shares of Class A and Class B common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of Class A common stock subject to options held by that person that are currently exercisable or exercisable within sixty days of April 11, 2016 , and Class A common stock issuable upon the vesting of Google Stock Units (GSUs) within sixty days of April 11, 2016 ,4, 2023 to be outstanding, ignoring the withholding of shares of common stock to cover applicable taxes. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. GSUs entitle the beneficial owner to receive one share of Class A common stock for each share underlying the GSU as the GSU vests. Beneficial ownership representing less than one percent is denoted with an asterisk (*).

 

The information provided in the table is based on our records, information filed with the SEC, and information provided to us, except where otherwise noted. Non-voting Class C capital stock is not included in the table.

 

		Voting Shares Beneficially Owned
		Class A Common Stock				Class B Common Stock				% Total Voting
Name of Beneficial Owner		Shares		%		Shares		%		Power(1)
Executive Officers and Directors
Larry Page		89,000		*		20,946,898		42.4		26. 6
Sergey Brin		—		—		20, 422,306		41.3		25.9
Eric E. Schmidt(2)		250,447		*		4,414,414		8. 9		5.6
Ruth M. Porat		3,000		*		—		—		*
Patrick Pichette(3)		5,576		*		—		—		*
Sundar Pichai(4)		18,804		*		—		—		*
Omid Kordestani		10,460		*		—		—		*
L. John Doerr(5)		126,007		*		1,117,447		2. 3		1.4
Diane B. Greene(6)		2,332		*		—		—		*
John L. Hennessy(7)		5,672		*		—		—		*
Ann Mather(8)		1,656		*		—		—		*
Alan R. Mulally(9)		—		—		—		—		—
Paul S. Otellini(10)		7,3 79		*		—		—		*
K. Ram Shriram(11)		143, 916		*		—		—		*
Shirley M. Tilghman(12)		6,030		*		—		—		*
All executive officers and directors as a group(13)(16 persons)		832,087		*		46,922,397		94. 9		59.6
Other > 5% Security Holders
BlackRock, Inc.(14)		17,412,936		5.9		—		—		2.2
Entities affiliated with Fidelity(15)		18,397,196		6.3		—		—		2.3
The Vanguard Group(16)		17,256,856		5.9		—		—		2.2

		Voting Shares Beneficially Owned
		Class A Common Stock				Class B Common Stock				Total Voting
Name of Beneficial Owner		Shares		%		Shares		%		Power(1) %
Executive Officers and Directors
Larry Page		—		—		389,051,160		44.1		26.3
Sergey Brin(2)		—		—		368,712,520		41.8		25.0
Sundar Pichai		227,560		*		—		—		*
Ruth M. Porat(3)		28,060		*		—		—		*
Prabhakar Raghavan		—		—		—		—		—
Philipp Schindler		—		—		—		—		—
Kent Walker		—		—		—		—		—
Frances H. Arnold		—		—		—		—		—
R. Martin “Marty” Chávez		—		—		—		—		—
L. John Doerr(4)		2,911,880		*		22,348,940		2.5		1.5
Roger W. Ferguson Jr.		—		—		—		—		—
John L. Hennessy(5)		33,160		*		—		—		*
Ann Mather		16,720		*		—		—		*
K. Ram Shriram(6)		2,605,740		*		—		—		*
Robin L. Washington		—		—		—		—		—
All executive officers and directors as a group (15 persons)		5,823,120		*		780,112,620		88.4		52.9
Other > 5% Security Holders
BlackRock, Inc.(7)		416,003,093		7.0		—		—		2.8
Eric E. Schmidt(8)		6,966,070		*		60,929,262		6.9		4.2
The Vanguard Group(9)		482,277,696		8.1		—		—		3.3

 

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Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

(1)	Percentage total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, voting together as a single class. Each holder of Class B common stock is entitled to ten (10) votes per share of Class B common stock, and each holder of Class A common stock is entitled to one (1) vote per share of Class A common stock on all matters submitted to our stockholders for a vote. The Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of our stockholders, except as may otherwise be required by law. The Class B common stock is convertible at any time by the holder into shares of Class A common stock on a share-for-share basis upon written notice to the transfer agent.
(2)	Includes 181,840 shares of Class A common stock issuable upon exercise of options that are fully vested and exercisable; 5,491 shares of Class A common stock issuable upon vesting of GSUs within sixty days of April 11, 2016 ; 787,998(i) 172,700 shares of Class B common stock held by the Schmidt Investments L.P.SMB Pacific 2021 Charitable Remainder Unitrust I, of which the Schmidt Family Living TrustSergey is the sole general partner;trustee; and 2,432,107(ii) 172,700 shares of Class B common stock held by the Schmidt Family Living TrustSMB Pacific 2021 Charitable Remainder Unitrust II, of which Mr. SchmidtSergey is a co-trustee.
	the sole trustee. The address for SMB Pacific 2021 Charitable Remainder Unitrust I and SMB Pacific 2021 Charitable Remainder Unitrust II is 555 Bryant Street, #376, Palo Alto, California 94301.
(3)	Includes 5,245Consists of 28,060 shares of Class A common stock held by The Bay Meadow L.P. Patrick hasthe Passfield Hall Foundation Inc. Ruth and her spouse are officers of the Passfield Hall Foundation Inc. and share voting and investment authority overof the shares held by the Foundation. Ruth disclaims any pecuniary interest in shares held by the Passfield Hall Foundation Inc. The Bay Meadow L.P.
	address for the Passfield Hall Foundation Inc. is 1251 Avenue of the Americas, 9th Floor, New York, New York 10020-1104.
(4)	Includes 12,541 shares of Class A common stock issuable upon exercise of options that are fully vested and exercisable and 2,526 shares of Class A common stock issuable upon vesting of GSUs within sixty days of April 11, 2016 .
(5)	Includes 42 shares of Class A common stock issuable upon vesting of GSUs within sixty days of April 11, 2016 ; 1,995234,560 shares of Class A common stock held by The Austin 1999 Trust; 1,995234,560 shares of Class A common stock held by The Hampton 1999 Trust; 118,6532,373,060 shares of Class A common stock held by The Benificus Foundation; and 1,117,44722,348,940 shares of Class B common stock held by Vallejo Ventures Trust. John is a trustee of The Austin 1999 Trust and The Hampton 1999 Trust and has voting and investment authority over the shares held by these trusts. John disclaims any pecuniary interest in these trusts. John is an officer and trustee of theThe Benificus Foundation and shares the investment authority over the shares held by theThe Benificus Foundation. John disclaims any pecuniary interest in the shares held by The Benificus Foundation. John is a trustee of Vallejo Ventures Trust and shares voting and investment authority over the shares held by such trust. The address for The Austin 1999 Trust and The Hampton 1999 Trust is c/o Kleiner Perkins, Caufield & Byers, 2750 Sand Hill Road, Menlo Park, CACalifornia 94025. The address for The Benificus Foundation and Vallejo Ventures Trust is 751 Laurel Street,1180 San Carlos Ave., #717, San Carlos, CACalifornia 94070.
(5)
(6)	Includes 27 sharesConsists of Class A common stock issuable upon vesting of GSUs within sixty days of April 11, 2016 ; 123 shares of Class A common stock held by the Greene/Rosenblum Family 2004 Trust; 11 shares of Class A common stock held by the Nathan Greene Rosenblum Irrevocable Trust; and 11 shares of Class A common stock held by the Mara Rosenblum Greene Irrevocable Trust. Diane is a trustee of each of these trusts and has voting and investment authority over the shares held by these trusts.
(7)	Includes 42 shares of Class A common stock issuable upon vesting of GSUs within sixty days of April 11, 2016 ; and 5,54733,160 shares of Class A common stock held by the Hennessy 1993 Revocable Trust. John is a trustee of the Hennessy 1993 Revocable Trust and has voting and investment authority over the shares held by the Trust. The address for the Hennessy 1993 Revocable Trust is 580 Lomita Drive, Stanford, California 94305.
(8)(6)	Includes 42 shares of Class A common stock issuable upon vesting of GSUs within sixty days April 11, 2016 .
(9)	Alan R. Mulally joined our board of directors in July 2014.
(10)	Includes 42 shares of Class A common stock issuable upon vesting of GSUs within sixty days of April 11, 2016 ; and 7,316 shares of Class A common stock held by The Otellini Trust. Paul is a trustee of The Otellini Trust and has voting and investment authority over the shares held by the Trust.
(11)	Includes 42 shares of Class A common stock issuable upon vesting of GSUs within sixty days of April 11, 2016 ; 63,041(i) 123,320 shares of Class A common stock held by Ram’s spouse; and 16,884(ii) 337,680 shares of Class A common stock held by Janket Ventures Limited Partnership.Partnership; (iii) 734,324 shares of Class A common stock held by the 2021 RS Irrevocable Trust UAD 9/10/2021, of which Ram is the sole trustee (the 2021 RS GRAT); (iv) 734,324 shares of Class A common stock held by the 2021 VS Irrevocable Trust UAD 9/10/2021, of which Ram’s spouse is the sole trustee (the 2021 VS GRAT); (v) 265,676 shares of Class A common stock held by the 2022 RS Irrevocable Trust UAD 10/28/2022, of which Ram is the sole trustee (the 2022 RS GRAT); and (vi) 265,676 shares of Class A common stock held by the 2022 VS Irrevocable Trust UAD 10/28/2022, of which Ram’s spouse is the sole trustee (the 2022 VS GRAT). Each, the 2021 RS GRAT, the 2021 VS GRAT, the 2022 RS GRAT, and the 2022 VS GRAT (each, a GRAT, and collectively, the GRATs) has a 5-year term. During the term, Ram and his spouse each have sole voting and sole dispositive power over the shares held by the respective GRAT. Ram has voting and investment authority over the shares held by Janket Ventures Limited Partnership. The address for Janket Ventures L.P. and for all GRATs is 2200 Geng Road,2475 Hanover Street, Suite 100, Palo Alto, CACalifornia 94303.
(12)	Includes 42 shares of Class A common stock issuable upon vesting of GSUs within sixty days of April 11, 2016 .
(13)	Consists of 469,907 shares of Class A common stock; 286,451 shares of Class A common stock issuable upon exercise of options that are fully vested and exercisable; 44,955 shares of Class A common stock issuable upon exercise of options that are exercisable within sixty days of April 11, 2016; and 30,774 shares of Class A common stock issuable upon vesting of GSUs within sixty days of April 11, 2016 .
(14)(7)	Based on the most recently available Schedule 13G13G/A filed with the SEC on January 28, 2016February 1, 2023 by BlackRock, Inc. BlackRock, Inc., an investment adviser,a parent holding company through certain of its subsidiaries, beneficially owned 17,412,936416,003,093 shares of Class A common stock with sole voting power over 14,696,850370,294,917 shares shared voting power over 11,224 shares,and sole dispositive power over 17,401,712 shares and shared dispositive power over 11,224416,003,093 shares. The address for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.
(15)(8)	Based on the most recently available Schedule 13G13G/A filed with the SEC on February 12, 201614, 2023 by FMR LLC (FMR). FMR, certain of its subsidiariesEric E. Schmidt, The Schmidt Family Living Trust, The Schmidt Family Foundation, and affiliates,The Eric and other companies, beneficially owned 18,397,196Wendy Schmidt Fund for Strategic Innovation. Includes 2,993,760 shares of Class A common stock withheld by The Schmidt Family Foundation, of which Mr. Schmidt is a member of the board and vice president; 3,655,950 shares of Class A common stock held by The Eric and Wendy Schmidt Fund for Strategic Innovation, of which Mr. Schmidt is a member of the board and president; 6,291,300 shares of Class B common stock held by the Schmidt Investments L.P. of which The Schmidt Family Living Trust is the sole voting power over 1,942,944general partner; and 47,723,980 shares and sole dispositive power of 18,397,196 shares.Class B common stock held by The Schmidt Family Living Trust of which Mr. Schmidt is a co-trustee. The address of FMR LLCfor Eric E. Schmidt, The Schmidt Family Living Trust, The Schmidt Family Foundation and The Eric and Wendy Schmidt Fund for Strategic Innovations is 245 Summer Street, Boston, Massachusetts 02210.1010 El Camino Real, Suite 200, Menlo Park, California 94025.
(16)(9)	Based on the most recently available Schedule 13G13G/A filed with the SEC on February 10, 20169, 2023 by The Vanguard Group. The Vanguard Group, an investment adviser, beneficially owned 17,256,856through certain of its subsidiaries 482,277,696 shares of Class A common stock, with sole voting power over 542,733 shares, shared voting power over 28,8008,825,739 shares, sole dispositive power over 16,681,691457,351,119 shares, and shared dispositive power over 575,16524,926,577 shares. Vanguard Fiduciary Trust Company (VFTC), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 455,865 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd. (VIA), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 206,168 shares as a result of its serving as investment manager of Australian investment offerings. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

 

ALPHABET INC. | 2016 Proxy Statement    23

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—  DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE16(A) REPORTS

 

Section 16(a) of the Exchange Act requires our directors, executive officers, and holders ofpersons who own more than ten percent of our Class A andcommon stock, Class B common stock, and our Class C capital stock to file with the SEC reports regarding theirof ownership of our securities and changes in ownershipreported ownership. Based on a review of our securities. Wereports filed with the SEC, or written representations from reporting persons that all reportable transactions were reported, we believe that, during 2015,2022, our directors, executive officers, and ten percent stockholders complied withtimely filed all reports that were required to be filed under Section 16(a) filing requirements,, except: (i) Marty’s grant of 8,824 shares of Class C GSUs on August 3, 2022 was reported on Form 4 filed with the exceptions noted below.SEC on August 9, 2022; (ii) Kent’s sale of 34,809 shares of Class C capital stock on September 28, 2022 was reported on Form 4 filed with the SEC on October 3, 2022; and (iii) Ruth’s charitable donation of 300 shares of Class C capital stock on August 23, 2021 was reported on Form 5 filed with the SEC on February 13, 2023.

 

	•	A late Form 4 report was filed for Patrick Pichette on June 12, 2015 to report the vesting of 305 Class A Google Stock Units (“GSUs”) and 305 Class C GSUs settled in shares of Class A common stock and Class C capital stock, respectively (of which 160 shares of each class were withheld to cover applicable taxes and 145 shares of each class were issued) on June 8, 2015.
	•	Late Form 4 reports were filed for each of L. John Doerr, Diane B. Greene, John Hennessy, Ann Mather, Alan R. Mulally, K. Ram Shriram, and Shirley Tilghman on July 23, 2015 to report their respective non-employee director annual refresh grants (673 shares of Class C GSUs, except for Alan R. Mulally who received a prorated grant of 580 shares of Class C GSUs) awarded on July 1, 2015.

In making these statements,this statement, we have relied upon examination of the copies of Forms 3, 4, and 5, and amendments to these forms provided to us, and the written representations of our directors, executive officers, and ten percent stockholders.

 

ALPHABET INC.● | 2016 Proxy Statement2023 PROXY STATEMENT        2440

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Related Party Transactions Policy and Procedure

—  

RELATED PARTY TRANSACTIONS POLICY AND PROCEDURE

 

Our written Related Party Transactions Policy provides that we will only enter into or ratify a transaction with a related party when our board of directors,Board, acting through the Audit Committee, determines that the transaction is in the best interests of Alphabet and our stockholders.

 

For the purposes of this policy, a related party means:

 

	•●	a member of the board of directorsour Board (or a nominee to the board of directors)our Board);
	•●	an executive officer;
	•●	any person who is known to be the beneficial owner of more than five percent of any class of our voting securities;
	•●	any immediate family member of any of the persons listed above;above and any person (other than a tenant or employee) sharing the household of such persons; or
	•●	any firm, corporation, partnership, or other entity in which any of the persons listed above is a general partner or principal or in a similar position or in which any of the persons listed above has a five percent or greater beneficial ownership interest.

 

A related party is not deemed to have a direct or indirect material interest in a transaction and such transaction is not a related party transaction under our policy if such related party’s interest in such transaction arises only from an ownership interest of less than five percent in, or as a director of, such entity that is a party to the transaction.

We review all known relationships and transactions in which Alphabet and our directors, executive officers, and significant stockholders or their immediate family members are participants to determine whether such persons have a direct or indirect interest. Our legal staff, in consultation with our finance team, is primarily responsible for developing and implementing processes and controls to obtain information regarding our directors, executive officers, and significant stockholders with respect to related party transactions and then determining, based on the facts and circumstances, whether Alphabet or a related party has a direct or indirect interest in these transactions. On a periodic basis, theour legal and finance teams review all transactions involving payments between Alphabet and any company that has our executive officer or director as an officer or director. In addition, our directors and executive officers are required to notify us of any potential related party transactions and provide us with the information regarding such transactions.

 

If our legal department determines that a transaction is a related party transaction, the Audit Committee must review the transaction and either approve or disapprove it. If advance approval of a transaction is not feasible, the chair of the Audit Committee may approve the transaction, and the Audit Committee may ratify the transaction in accordance with the Related Party Transactions Policy. In determining whether to approve or ratify a transaction with a related party, the Audit Committee will take into account all of the relevant facts and circumstances available to it, including, among any other factors it deems appropriate:

 

	•●	the benefits to us of the transaction;
	•●	the nature of the related party’s interest in the transaction;
	•●	whether the transaction would impair the judgment of a director or executive officer to act in the best interests of Alphabet and our stockholders;
	•●	the potential impact of the transaction on a director’s independence; and
	•●	whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances.

 

Any member of the Audit Committee who is a related party with respect to a transaction under review may not participate in the deliberations or vote on the approval of the transaction.

 

If a related party transaction will be ongoing, the Audit Committee may establish guidelines for us to follow in our ongoing dealings with the related party. Thereafter, the Audit Committee, on at least an annual basis, will review and assess ongoing relationships with the related party to monitor compliance with the Audit Committee’s guidelines and that the related party transaction remains appropriate. Based on all relevant facts and circumstances, the Audit Committee will determine if it is in the best interests of Alphabet and its stockholders to continue, modify, or terminate the related party transaction.

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Related Party Transactions

1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

 

—  RELATED PARTY TRANSACTIONS

Indemnification Agreements

 

We have entered into an indemnification agreement with each of our directors and executive officers. The indemnification agreements, our certificate of incorporation, and bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law.

 

Corporate Use of Personal Aircraft

Eric E. Schmidt beneficially owns 100% of one aircraft and 33% of another aircraft, both of which are used by Eric and our other executive officers from time to time for business trips. The reimbursement rate for use of these aircraft is $7,500 per hour. Our Board of Directors approved this hourly reimbursement rate based upon a competitive analysis of comparable chartered aircraft rates that showed that the reimbursement rate is at or below market rates for the charter of similar aircraft. In 2015, we used these aircraft for business-related travel services for certain of our executive officers, including Eric, and we reimbursed Eric approximately $396,000. Due to the fact that the $7,500 hourly rate paid for the use of these aircraft is less than the actual operational costs incurred by Eric as owner of these aircraft, Eric does not profit from the use of these aircraft.

Use of Moffett Airfield

 

Pursuant to a 60-year lease agreement with NASA in early 2015, we became the operator of Moffett Airfield (the Airfield). Larry, Sergey, Eric E. Schmidt, and Ram, through their affiliated entities (the Founder Entities), have historically used and paid to NASA applicable fees for the use of the Airfield for their personal aircraft. As the operator of the Airfield, we charge the Founder Entities fees for the use of the Airfield that are (i) non-preferential when compared to the fees charged to other private customers landing aircraft at the Airfield, and (ii) derived from rate schedules that are consistent with what an independent airfield services company believes, based on its industry experience, to be arm’s-length terms that are fair and reasonable to us as the operator. In 2015,From the beginning of 2022 through March 31, 2023, we charged the Founder Entities approximately $1,725,722.$1,941,587. These flights have not interfered with our business plans for use of the Airfield. These fees will beThe Audit Committee regularly reviewed by our Audit Committee.reviews these fees. Larry, Sergey, Eric, and Ram do not have a material interest in any of the transactions described above.

 

License of Hangar Space at Moffett Airfield

Payments

In December 2015, we entered into an agreement to Stanford Universitylicense a portion of our hangar space at the Airfield to LTA Research & Exploration LLC (LTA), which is owned by an entity affiliated with Sergey. From the beginning of 2022 through March 31, 2023, we charged LTA approximately $14,484,993. The Audit Committee believes that this transaction has been conducted on arm’s-length terms that are fair and reasonable to us as the operator of the Airfield based on its review of market comparables that were further reviewed and validated by an independent real estate services firm. This license has not interfered with our business plans for the use of the Airfield. Sergey does not have a material interest in the transaction described above.

 

License of Hangar Space at the San Jose International Airport

In November 2015, we entered into an agreement with BCH San Jose LLC (BCH) to license the use of a portion of BCH’s hangar space at the Mineta San Jose International Airport to hold Google’s corporate aircraft. Larry, Sergey, and Eric each own one-third interests in BCH, through their respective affiliated entities. From the beginning of 2022 through March 31, 2023, we paid approximately $5.7 million$1,303,278 to Stanford University. OfBCH. The Audit Committee reviewed market comparables and has deemed this amount, approximately $1.6 million primarily represented donations for scholarships and other philanthropic endeavors and approximately $4.1 million for research, research materials, licensing, consulting, and engineering services.

John L. Hennessy, President of Stanford University, is a member of our Board of Directors. Ruth M. Porat, our Senior Vice President and Chief Financial Officer, is Vice Chair of the Stanford University board of trustees. In addition, K. Ram Shriram, a member of our Board of Directors, servestransaction to be on the Stanford University board of trustees. Omid Kordestani, our former Senior Vice President and Chief Business Officer, servesterms, taken as a member ofwhole, no less favorable to us than terms generally available to an unaffiliated third-party under the Stanford Graduate School of Business Advisory Board. John, Ruth, Ram,same or similar circumstances. Larry, Sergey, and OmidEric do not have a material interest in any of the transactionstransaction described above.

 

Acquisition of bebop Technologies, Inc.

On December 17, 2015, we acquired bebop Technologies, Inc. (bebop) for $411,598,500 (including payments subject to continued employment) in Alphabet Class C capital stock and cash, subject to indemnification obligations, escrow, and vesting. One of our directors, Diane Greene, was the CEO, a member of the board of directors and a stockholder of bebop. Diane’s husband, Mendel Rosenblum, was also an employee and stockholder of bebop. Diane and Mendel will receive an aggregate of $157,074,521 in Alphabet Class C capital stock and cash in exchange for their shares in bebop, a portion of which is subject to indemnification

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obligations, escrow, and vesting. Diane and Mendel intend to donate all of the merger consideration received pursuant to the bebop transaction to a donor advised fund. In connection with the bebop transaction, Diane became a Google Senior Vice President. Mendel has been employed in a non-executive capacity by Google since the consummation of the bebop transaction. Diane’s 2015 total compensation received from Google in connection with her employment is set forth in “Director Compensation for 2015” on page 29 of this proxy statement.

Diane was recused from all Board of Directors and Committee discussions relating to the bebop acquisition and the terms of Diane and Mendel’s employment. The independent members of our Board of Directors determined that the terms of the transaction and employment arrangements were arm’s-length as well as fair and reasonable to us.

Investments in Certain Private Companies

 

Google, GV, and Gradient Ventures directly invested, or committed to invest, an aggregate of approximately $39.7$25.9 million in certain private companies from the beginning of 20152022 through JanuaryMarch 31, 2016,2023, in which Kleiner Perkins Caufield & Byers was a co-investor or existing investor.investor (excluding Viz.ai, Inc. investment described on page 43). KPCB Holdings, Inc., as nominee for certain funds of Kleiner Perkins Caufield & Byers and several of the managers of the fund, holds more than 10% of the outstanding shares of such private companies. In addition, from time to time, we sell to and purchase from companies in which Kleiner Perkins holds more than 10% of the outstanding shares, products and services in the ordinary course of our business. L. John Doerr who is a member of our Board of Directors, is a managing director/member of the managing members of those funds and the general partner of the general partners of certain Kleiner Perkins Caufield & Byers funds. L. John Doerr does not have a material interest in any of the transactions described above.

 

X Prize Foundation

Office Building Lease

 

In 2015,July 2017, we providedpurchased three office buildings in Mountain View, California, from an unaffiliated third-party seller. Pursuant to the purchase agreement, the seller’s existing leases were transferred to us, including a $8,150,000 sponsorshiplease with Kitty Hawk Corporation (formerly Zee.Aero, Inc.), an entity affiliated with Larry. In June 2019, the lease was divided into three separate lease agreements. Kitty Hawk Corporation currently leases two of three buildings. From the beginning of 2022 through March 31, 2023, we charged Kitty Hawk Corporation approximately $2,947,443 in rent and operating expenses to X Prize Foundation. Larryoccupy these two buildings.

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1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

The third building is leased to Wisk Aero LLC, an entity affiliated with Larry. From the beginning of 2022 through March 31, 2023, we charged Wisk Aero LLC approximately $2,312,312.

The Audit Committee believes these transactions have been conducted on arm’s-length terms that are fair and Wendy Schmidt, spousereasonable to us as the owner, based on its review of Eric E. Schmidt, are membersmarket comparables that were further reviewed and validated by an independent real estate services firm. The Wisk Aero LLC lease does not interfere with our business plans for the use of the X Prize Foundation Boardbuilding. Larry does not have a material interest in the transactions described above.

Equity Investment in Viz.ai, Inc.

In June 2018, GV invested $5,000,000 in Viz.ai, Inc., a private company that develops artificial intelligence assisted medical imaging products (Viz.ai). Between August and October 2019, GV invested an additional $6,750,000 in a subsequent round of Trustees.financing. In March 2021, GV invested an additional $2,000,000, and in March 2022, GV invested an additional $4,000,000 in subsequent rounds of financing. KPCB Holdings, Inc., as nominee for certain funds of Kleiner Perkins, and Innovation Endeavors II, L.P. co-invested in Viz. ai alongside GV. An entity affiliated with Eric Schmidt is the sole limited partner of Innovation Endeavors II, L.P. L. John Doerr is a General Partner of Kleiner Perkins. Kleiner Perkins and Innovation Endeavors II, L.P. each hold less than 20% of the outstanding equity of Viz.ai. In addition, Larry Sergey,holds an indirect investment in Viz.ai as a limited partner of a venture fund. L. John Doerr, Eric, and Wendy are also members of its Vision Circle, a group of X Prize Foundation’s core shareholders and largest contributors. Larry Sergey, Eric, and Wendy do not have a material interest in the sponsorshiptransaction described above.

 

Certain Relationships

 

From time to time, we engage in certain transactions with other companies affiliated with our directors, executive officers, and significant stockholders or their immediate family members. We believe that all such arrangements have been entered into in the ordinary course of business and have been conducted on an arm’s-length basis and do not represent a material interest to such directors, executive officers or significant stockholders.parties.

 

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DIRECTOR COMPENSATION

 

Board Compensation Arrangements for Non-Employee Directors

—  

BOARD COMPENSATION ARRANGEMENTS FOR NON-EMPLOYEE DIRECTORS

 

Alphabet’s director compensation program is designed to attract and retain highly qualified non-employee directors. Our program aligns director compensation with compensation offered by peer companies (identified in Section 32 of the “Compensation Discussion and Analysis”) that compete with us for talent.

 

We designed the program to address the time, effort, expertise, and accountability required of active board membership. Our Nominating and CorporateThe Governance Committee and Leadership Development and Compensation Committee believe that annual compensation for non-employee directors should consist of both cash and equity to compensate members for their service on theour Board of Directors and its committees and equity to align thetheir interests with those of directors andour stockholders. By vesting over time,multiple years, equity also creates an incentive for continued service on our Board of Directors. Board.

The Nominating and Corporate Governance Committee and the Leadership Development and Compensation Committee jointly review the compensation programsprogram for non-employee directors on an annual basis. In addition, the Compensation Committee reviews the director compensation program with and considers guidance from its independent compensation consultants, Compensia Inc. and Semler Brossy Consulting Group LLC.

 

In 2015,2022, we did not make any changes to our standard compensation arrangements and practices for non-employee directors. We awarded our standard ongoing compensation to each of our non-employee directors, including a $75,000 annual cash retainer payable in arrears and an annual $75,000$350,000 Class C Google Stock Unit (GSU) grant. To John L. Hennessy, we paid an additional $25,000 annual cash retainer and an additional annual $350,000$150,000 Class C GSU grant. In addition,grant for his role as the non-executive Chair of our Board. To Ann Mather, we also paid aan additional $25,000 annual cash retainer tofor her role as the Audit Committee chairperson. Chair.

We awarded the above-mentioned cash retainers and GSU grants to our non-employee directors on July 1, 2015,6, 2022, the first Wednesday of the month following the month of our 20152022 Annual Meeting of Stockholders.

GSUs entitle the holder to receive one share of Class C capital stock for each share underlying the GSU grant as each GSU vests. The exact number of GSUs comprising the equity awards iswas calculated by dividing the target dollar value of the award by the average closing price of Alphabet’s Class C capital stock onduring the day prior to grant and roundingmonth of June 2022, rounded up to the nearest whole share. All annualAnnual GSU grants made to our non-employee directors are intended to vest at the rate of 1/48^thmonthly, beginning on the 25^thday of the month following the grant date until fully vested, subject to continued service on our Board through the applicable vesting dates. Effective December 17, 2019, the Compensation Committee approved an amendment to Alphabet’s form of Directorsrestricted stock unit agreement for future grants, such that, similar to GSUs granted to all other Alphabet employees, GSUs granted to our non-employee directors will immediately vest in full upon termination of service on the Board by reason of death.

R. Martin “Marty” Chávez was appointed to serve as a member of our Board and the Audit Committee effective July 11, 2022. In connection with his appointment, he received our standard initial compensation for new non-employee directors consisting of a $1.0 million GSU grant made on August 3, 2022 (the first Wednesday of the month following the effective date of his appointment). These GSUs vest at the rate of 1/4^th on the 25^th day of the month in which the grant’s first anniversary occurs, and an additional 1/48th vests on the 25th day of each month thereafter, subject to continued service on our Board through the applicable vesting dates.

 

We reimburse our non-employee directors for reasonable out-of-pocket expenses in connection with attendance at our Board of Directors and committee meetings.

 

Under Alphabet’s Amended and Restated 2021 Stock Plan, the aggregate amount of stock-based and cash-based awards that may be granted to any non-employee director in respect of any calendar year, solely with respect to his or her service as a member of our Board, is limited to $1.5 million.

To further align directors’ interests with those of our stockholders, each non-employee director is required to own shares of Alphabet stock equal in value to at least $1.0 million. Each director has five years from the date he or she became a director to comply with these ownership requirements. All of our non-employee directors either met the applicable minimum stock ownership requirement as of December 31, 2022 or were within the grace period noted above to come into compliance with these requirements.

During 2022, Larry, Sergey, Eric, and Diane areSundar served as our employee directors. In 2015, Larrydirectors and Sergey did not receive any compensation for their services as members of our Board of Directors.Board. Please see the section titled “Executive Compensation” for more information about compensation paid to Eric,Sundar, who serves as the Executive Chairman of the Board of Directors.was a named executive officer during 2022.

 

On December 17, 2015, Diane joined Google as a Senior Vice President. Prior to joining Google as an employee, Diane received our standard non-employee director compensation. Diane has retained her position on our Board of Directors since becoming a Google employee, but will not receive any compensation for her service as a member of our Board of Directors.

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Director Compensation for 2015

1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

 

— DIRECTOR COMPENSATION FOR 2022

The following table summarizes compensation earned by non-employeeour directors other than Sundar during 2015.2022.

 

		Fees Earned or				Stock				All Other
		Paid in Cash				Awards				Compensation				Total
Name		($)				($)(1)				($)				($)
L. John Doerr(2)			75,000				351,198				—				426,198
Diane B. Greene(3)			75,000				351,198				28,250				454,448
John L. Hennessy(4)			75,000				351,198				—				426,198
Ann Mather(5)			100,000				351,198				—				451,198
Alan R. Mulally(6)			64,674				302,667				—				367,341
Paul S. Otellini(7)			75,000				351,198				—				426,198
K. Ram Shriram(8)			75,000				351,198				—				426,198
Shirley M. Tilghman(9)			75,000				351,198				—				426,198

Name		Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		All Other Compensation ($)		Total ($)
Frances H. Arnold(2)		75,000		359,455		—		434,455
R. Martin “Marty” Chávez(3)		—		1,048,115		—		1,048,115
Sergey Brin(4)		—		—		1		1
L. John Doerr(5)		75,000		359,455		—		434,455
Roger W. Ferguson Jr.(5)		75,000		359,455		—		434,455
John L. Hennessy(6)		100,000		511,532		—		611,532
Ann Mather(5)		100,000		359,455		—		459,455
Alan R. Mulally(7)		75,000		—		—		75,000
Larry Page(4)		—		—		1		1
K. Ram Shriram(5)		75,000		359,455		—		434,455
Robin L. Washington(8)		75,000		359,455		—		434,455

(1)	The amounts reported in the Stock Awards column reflect the aggregate grant date fair value of GSUs granted to our non-employee directors in 20152022 calculated in accordance with FASB ASCFinancial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718.718 (Compensation – Stock Compensation). The grant date fair value of each GSU award is measured based on the closing price of Alphabet’s Class C capital stock on the date of grant. The grant date fair value of GSUs granted to the then non-employee directors on July 1, 2015 (GSU6, 2022 (the GSU grant following the 20152022 Annual Meeting of Stockholders) was $521.84$115.21 per share. The grant date fair value of GSUs granted to Marty on August 3, 2022 was $118.78 per share.
(2)
(2)	On December 31, 2015, 225 Class A and 1,2032022, there were 9,340 Class C GSUs were outstanding.outstanding for Frances.
(3)
(3)	On December 31, 2015, 253 Class A and 1,2312022, there were 8,824 Class C GSUs were outstanding. Diane received $28,250 in other compensation this year as her prorated base salary after becoming a Google employee.outstanding for Marty.
(4)	Co-Founders Larry and Sergey serve as employee directors and do not receive any compensation for their services as members of our Board. Their “All Other Compensation” reflects an annual employee salary of $1.
(4)(5)	On December 31, 2015, 225 Class A and 1,2032022, there were 7,140 Class C GSUs were outstanding.outstanding for John Doerr, Roger, Ann, and Ram.
(6)
(5)	On December 31, 2015, 225 Class A and 1,2032022, there were 10,180 Class C GSUs were outstanding. Ann receivesoutstanding for John Hennessy.
(7)	Alan’s term as a $25,000 annual cash retainer asmember of our Board and the Audit Committee chairperson, which is in addition to the $75,000 annual cash retainer paid to all non-employee directors.ended on June 2, 2022.
(8)
(6)	Mr. Mulally received a pro-rated annual cash retainer fee and GSU grant in 2015, based upon the time between his appointment date and our 2015 Annual Meeting of Stockholders. On December 31, 2015, 1,6882022, there were 8,220 Class C GSUs were outstanding.
(7)	On December 31, 2015, 225 Class A and 1,203 Class C GSUs were outstanding.
(8)	On December 31, 2015, 225 Class A and 1,203 Class C GSUs were outstanding.
(9)	On December 31, 2015, 225 Class A and 1,203 Class C GSUs were outstanding.outstanding for Robin.

 

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EXECUTIVE COMPENSATION TABLE OF CONTENTS

 

Compensation Discussion and Analysis

THE CD&A IS ORGANIZED INTO FOUR SECTIONS:
SECTION 1—EXECUTIVE SUMMARY	46
SECTION 2—DETERMINING COMPETITIVE LEVELS OF PAY	47
SECTION 3—ELEMENTS OF PAY AND FISCAL YEAR 2022 PAY DECISIONS	47
SECTION 4—OTHER COMPENSATION INFORMATION	51

 

Overview

—

COMPENSATION DISCUSSION AND ANALYSIS

 

Overview

Our Compensation Discussion and Analysis (CD&A) includes a detailed discussion of compensation for sevenfive named executive officers during the fiscal year ended December 31, 2015:2022:

 

Larry Page	Chief Executive Officer (CEO), Alphabet and Co-Founder
Sergey Brin	President, Alphabet and Co-Founder
Eric E. Schmidt	Executive Chairman of the Board of Directors (Executive Chairman)
Sundar Pichai	Chief Executive Officer, Google as of October 2, 2015 (previously Senior Vice President, Products, Google)
Ruth M. Porat	Senior Vice President and Chief Financial Officer (CFO), Alphabet as of October 2, 2015, and Google as of May 26, 2015
Patrick Pichette	Senior Vice President and Chief Financial Officer (CFO), Google until May 26, 2015
Omid Kordestani	Senior Vice President and Chief Business Officer, Google through October 1, 2015

 

The CD&A is organized into five sections:

	•	Section 1—Executive Summary
	•	Section 2—Elements of Pay
	•	Section 3—Determining Competitive Levels of Pay
	•	Section 4—Pay Mix, Magnitude, and Leverage
	•	Section 5—Other Compensation Information

Section 1—Executive Summary

 

Compensation Philosophy

We designed our employee and executive compensation programs for our Alphabet and Google employees, including our named executive officers, to support three goals:

 

●	•	Attract and retain the world’s best talent
●
	•	Support our culture of innovation and performance
●
	•	Align employee and stockholder interests

 

We pay employees competitively compared to other opportunities they might have in the market. We also offer competitive benefits to promote the health and happinesswellbeing of our employees, provide uniquecertain perks that make life and work more convenient, design compelling job opportunities aligned with our mission, and create a fun and energizing work environment.

 

We believe deeply in payingpay for performance. Therefore, a portion ofperformance, which is reflected in our compensation is tied to performance for all employees. design. The proportion of overall pay tied to performance is higher for employees at more senior levels in the organization, reflecting their opportunity for higherto have more impact on company performance.

 

We use equity awards that vest over time to align employee and stockholder interests.interests and provide incentive for continued service. We believe that retaining and developing the best talent over the long-term is a key factor in our business success and ability to continue creating value for our stockholders. We require most of our named executive officers and other senior executives to maintain certain levels of holdings of Alphabet stock. See Section 54 of this CD&A for a description of our minimum stock ownership requirements.

 

Larry and Sergey have voluntarily elected to only receive nominal cash compensation. As significant stockholders, a large portion of their personal wealth is tied directly to Alphabet’s stock price performance, which provides direct alignment with stockholder interests.

In addition to compensation practices, the Leadership Development and Compensation Committee regularly reviews and provides guidance to Alphabet’s organizational decisions as laid out in its charter (available at https://abc.xyz/investor/other/board.html#leadership-committee).

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Corporate Governance

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Director and Executive Compensation

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Audit Matters

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Management and Stockholder Proposals

5

Questions and Answers

6

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Section 2—ElementsDetermining Competitive Levels of Pay

 

In 2015, we offered base salaryOur executive compensation decisions are informed by competitive market data in addition to the reviews of individual roles and equity awardsperformance. We use peer group data to obtain compensation benchmarks for our named executive officers. Eric also received a cash bonus award.

 

In March 2015,Each year, we review our peer group and our evaluation criteria. For 2022, we determined our peer group by evaluating potential peer companies against the Leadership Development andfollowing criteria:

●	High-technology or media company
●	Key talent competitor
●	High-growth, with a minimum of 50% of Alphabet’s revenue growth and/or headcount growth over the previous two-year period
●	$25 billion or more in annual revenue
●	$100 billion or more in market capitalization Considering these criteria, in October 2021, the Compensation

Committee selected the following peer companies for 2022 (which were the same peer companies our Compensation Committee made changesused for 2021):

Amazon.com, Inc.	Intel Corporation	Netflix, Inc.
Apple Inc.	International Business Machines Corporation	Oracle Corporation
Cisco Systems, Inc.	Meta Platforms, Inc.	Salesforce, Inc.
Comcast Corporation	Microsoft Corporation	The Walt Disney Company

When appropriate, we supplement publicly available peer group data with compensation data for comparable opportunities at other S&P 500 companies and startup organizations.

Process for Determining Compensation

We regularly review our compensation levels against our peer group and comparable opportunities. We also assess executives based on their individual performance and overall company performance. Management uses this information to develop compensation recommendations for our named executive officers. The Compensation Committee, comprised entirely of independent directors, then reviews these recommendations, considers any relevant guidance from their independent compensation consultants, and makes the final decision on compensation for our named executive officers.

Compensation Consultants

The Compensation Committee directly engaged both Compensia Inc. and Semler Brossy Consulting Group LLC as independent compensation consultants in 2022. The consulting firms provide input, analysis, and guidance on Alphabet and Google’s executive compensation, peer groups, compensation design, equity usage and allocation, risk assessment, and human capital management. Both firms report directly to the compensation structure for Alphabet’s executive officers. BeginningCompensation Committee rather than to management, and the firms provided no services to Alphabet other than those in 2016, executive officers will no longer receive cash bonuses and will receive all variable pay through equity awards. See “Cash Incentives” and “Equity” under Section 4support of the CD&A for additional details.Compensation Committee. The Compensation Committee has evaluated the independence of both consultants and concluded that their work does not raise any conflicts of interest.

 

Say-on-Pay and Say-When-on-Pay

We hold our advisory vote on named executive officer compensation (commonly known as a “say-on-pay” vote) every three years, and hold our advisory vote on the frequency of future say-on-pay votes (commonly known as “say-when-on-pay” vote) every six years. We are holding both the advisory say-on-pay and say-when-on-pay votes at the Annual Meeting (see Proposals Number 4 and 5 in this proxy statement). The Compensation Committee annually reevaluates our compensation practices to determine how they might be improved and considers prior say-on-pay vote results, among other considerations, in such reevaluation.

Section 3—Elements of Pay and Fiscal Year 2022 Pay Decisions

Base Salary

 

We use salarysalaries to provide employees, including our named executive officers, a steady income in line with their contributions to our business, skills, experiences, and the job opportunities available to them outside of Alphabet.Alphabet, as appropriate.

 

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Corporate Governance

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Director and Executive Compensation

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Audit Matters

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Management and Stockholder Proposals

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Questions and Answers

6

Appendices

Effective January 2022, the pay practicesCompensation Committee increased the annual salaries of our talent competitorsRuth, Prabhakar, Philipp, and Kent from $650,000 to $1.0 million. We last adjusted senior executive base salaries (excluding Sundar) in January 2011, and the increases were intended to align with market compensation preferences of our employees, we continue to believetrends during that competitive salaries are important for attracting and retaining great talent.time period. Sundar’s base salary remained at $2.0 million.

 

Environmental, Social, and Governance Bonus

In January 2022, we adopted an Environmental, Social, and Governance Bonus (ESG Bonus) for members of Alphabet’s senior executive team, including our named executive officers Ruth, Prabhakar, Philipp, and Kent (ESG Participants). The ESG Bonus provides individual participants with a maximum $2.0 million annual cash bonus opportunity, based on contributions to the company’s performance against environmental and social goals. The ESG Bonus consists of two components – Environmental and Social – each with a maximum potential payout of $1.0 million. The Compensation Committee is responsible for determining payout of the ESG Bonus for each ESG Participant, in conjunction with the CEO’s review of company-wide performance and individual contributions made by each ESG Participant.

For the Environmental component, key accomplishments include progress toward advancing carbon-free energy across our global operations – as of 2022, we achieved five consecutive years of 100% renewable energy annual matching¹. We also took steps to drive net-positive impact through user engagement with Google technologies, platforms, products, and services. For the Social component in 2022, key accomplishments include progress toward our DEI goals, including our 2020 Racial Equity Commitments. We also took concrete steps to foster a culture of belonging, which helps us better design and build products with everyone in mind. For more information on how we are progressing toward our Environmental and Social goals, please see our most recent Environmental Report and Diversity Annual Report.

To acknowledge the central role each ESG Participant played, both as individuals and as a group, in advancing progress toward Alphabet’s Environmental and Social goals as outlined above, the Compensation Committee decided to align the amounts of the 2022 ESG Bonus payouts for all four individuals. Based on the strong Google and individual performance against ESG goals in 2022, the Compensation Committee initially proposed a bonus amount of $1.55 million for each ESG Participant. However, in light of macroeconomic conditions, the Compensation Committee decided to reduce ESG Bonus payouts for the ESG Participants by 50%. As a result, each individual’s 2022 ESG Bonus payout is $775,000. While both the Compensation Committee and the ESG Participants recognize each ESG Participant’s strong individual performance against ESG goals in 2022, each ESG Participant also encouraged the Compensation Committee’s decision, in its sole discretion, to adjust ESG bonuses downward in order to reflect macroeconomic conditions.

Equity Awards

 

We grant equity awards to our named executive officers to reinforce management’s focus on long-term stockholder value and commitment to the company through equity compensation programs that includecompany. The Compensation Committee regularly evaluates the following features:

	•	Biennial equity awards—Standard equity awards to our named executive officers are made only in even-numbered years. Granting less frequently allows us to incorporate longer performance periods into our equity decisions and encourages executives to take a long-term view of the business.
	•	Minimum stock ownership requirements—We require minimum stock ownership as follows: (i) Larry, Sergey , Eric and Sundar shall each own shares of Alphabet common stock worth at least $14.0 million; (ii) each executive officer shall own shares of Alphabet common stock worth at least $4.0 million; and (iii) each member of our Board of Directors shall own shares of Alphabet common stock worth at least $750,000.

In 2015, we did not grant regular biennialstructure of these equity awards to ensure the right balance of time- and performance-based equity that supports the objectives of our compensation philosophy, aligns with our business priorities, and considers the perspectives of our stockholders.

The Compensation Committee utilizes a combination of GSUs and performance stock units (PSUs) to award our named executive officers.

Role To determine individual grant values and the proportion of Company Performance

The Leadership DevelopmentGSUs and PSUs, the Compensation Committee holds our named executive officers accountable for Alphabet’s company-wide performance (including Alphabet’s financial and operational performance and progress against company-wide strategic goals) and bases a portion of their compensation on such performance. We use company performance as an input in deciding each named executive officer’s equity awards.considers the following elements:

 

Role of Individual Performance

●	Market compensation values and practices for performance-based equity awards, including peers and S&P 100 companies.
●	Alphabet’s overall business performance, and the scope of role, impact, and performance of each recipient.
●	Each recipient’s outstanding and unvested equity awards, and the vesting schedules of those awards.
●	The resulting compensation at target and maximum performance values for each recipient.

 

The company-wide operational, strategic, and financial goals we set at the beginning of the year serve as the foundation for the personal goals set by each employee (in partnership with their manager). Managers review the performance of employees against these goals annually.

 

For our named executive officers, Larry assesses their performance against each officer’s goals. While informed by objective goals, Larry’s assessments are subjective, considering a complete picture of the named executive officer’s accomplishments. The Leadership Development and Compensation Committee discusses these appraisals with Larry when reviewing proposed equity awards for each named executive officer.

1

Alphabet’s renewable energy methodology is a custom calculation and is based on a global approach. The numerator includes all renewable energy procured, regardless of the market in which the renewable energy was consumed. Additional details on Alphabet’s criteria and methodology can be found in the Achieving Our 100% Renewable Energy Purchasing Goal and Going Beyond disclosure.

 

Section 3—Determining Competitive Levels of Pay

Our executive compensation decisions are informed by market data in addition to reviews of individual roles and performance. We use peer group data to obtain a compensation benchmark for our named executive officers in their current roles by reviewing the data reported in our peer companies’ SEC filings.

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1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

Based on the above criteria, in 2022, the Compensation Committee determined to grant the following equity awards for each of our named executive officers. See the sections below and the “Grants of Plan-Based Awards in 2022” table on page 54 for further details on the awards’ performance criteria and vesting.

Named Executive		Number of GSUs Granted		Target GSU Award Value ($)		Number of PSUs Granted(1)		Target PSU Award Value ($)		Aggregate Target Award Value ($)		Grant Cadence
Sundar Pichai		892,573(1)		84,000,000		1,338,859		126,000,000		210,000,000		Triennial
Ruth M. Porat		123,600(2)		18,000,000		34,340		5,000,000		23,000,000		Annual
Prabhakar Raghavan		157,920(2)		23,000,000		82,400		12,000,000		35,000,000		Annual
Philipp Schindler		157,920(2)		23,000,000		82,400		12,000,000		35,000,000		Annual
Kent Walker		123,600(2)		18,000,000		34,340		5,000,000		23,000,000		Annual

(1)	The exact number of GSUs and PSUs comprising the equity awards was calculated by dividing the target dollar value of the award by the average closing price of Alphabet’s Class C capital stock during the month of November 2022 ($94.11 per share), rounded up to the nearest whole share.
(2)	The exact number of GSUs and PSUs comprising the equity awards was calculated by dividing the target dollar value of the award by the average closing price of Alphabet’s Class C capital stock during the month of December 2021 ($145.65 per share), rounded up to the nearest whole share.

2022 CEO Equity Award for Sundar

The Compensation Committee currently follows a triennial grant cadence for CEO equity awards. Sundar’s last equity award was granted in December 2019, and fully vested at the end of December 2022. In December 2022, the Compensation Committee granted a new equity award to Sundar to recognize his strong performance as our CEO.

As with the 2019 award, the 2022 award consisted of both GSUs and PSUs. The on-target value of the award was unchanged from the 2019 award. However, relative to the 2019 award, the Compensation Committee made two design changes such that more of the award’s vesting is dependent on performance: (1) increased the proportion of PSUs to 60% of the total award from 43%; and (2) increased the performance requirement for on-target PSU payout to the 55^th percentile from the 50^th percentile of Alphabet’s relative total shareholder return (TSR). These changes further align Sundar’s compensation to long-term shareholder value creation and Alphabet’s stock performance relative to the S&P 100 over the applicable performance periods.

The GSU portion of the award vests quarterly over three years in 12 equal installments beginning March 25, 2023. The PSU portion of the award includes two tranches. The PSUs will vest, if at all, based on Alphabet’s TSR performance relative to the companies comprising the S&P 100 over a 2023-2024 performance period for the first tranche (2022 Tranche A) and over a 2023-2025 performance period for the second tranche (2022 Tranche B), subject to continued employment on each applicable vesting date. The number of PSUs vesting will be determined after the end of each performance period based on the payout curve illustrated below. Depending upon performance, the number of PSUs that vest will range from 0%-200% of the target number of PSUs. Upon vesting, each PSU and GSU will entitle Sundar to receive one share of Alphabet’s Class C capital stock.

(1)	The number of PSUs vesting will be determined by linear interpolation for relative TSR ranks between the 25th and 55th percentile and between the 55th and 75th percentile.

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Corporate Governance

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Director and Executive Compensation

3

Audit Matters

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Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

In 2015, we considered peers to be companies that met at least three

2019 Tranche B PSU Award Vest for Sundar

The performance period for the second tranche (2019 Tranche B) of the following criteria:

	•	High-technology or media company
	•	Key talent competitor
	•	High-growth, with a minimum of 50% of Alphabet’s revenue and/or headcount growth overPSUs awarded to Sundar in December 2019 ended on December 31, 2022. Sundar’s 2019 Tranche B award provided that if the TSR performance of Alphabet relative to companies comprising the S&P 100 was between the 50th percentile (for 100% payout) and the 75th percentile (for the maximum 200% payout) for the three-year performance period ending December 31, 2022, the PSU payout would be determined by linear interpolation. Alphabet’s TSR for the three-year performance period was 47.53%, which ranked Alphabet’s TSR at the 73.20th percentile. On January 5, 2023, Sundar earned 192.78% of his target PSU award (for a total of 1,330,260 shares of Class C capital stock) upon the certification by the previous two-year period
	•	$10 billion or more in annual revenue
	•	$50 billion or more in market capitalization

Based on these criteria, the Leadership Development and Compensation Committee selectedbased on the following companies as peer companiessatisfaction of the performance criteria underlying the award.

2022 Equity Awards for 2015:Ruth, Prabhakar, Philipp, and Kent

 

Amazon.com, Inc.	Hewlett-Packard Company	Oracle Corporation
Apple Inc.	Intel Corporation	Qualcomm, Inc.
Cisco Systems, Inc.	International Business Machines Corporation	The Walt Disney Company
eBay, Inc.	Microsoft Corporation	Yahoo! Inc.
Facebook, Inc.

Overall, we retainedIn January 2022, the same peer group in 2015 as in 2014.

When appropriate, we supplement publicly available data with relevant published survey sources, including surveys from RadfordCompensation Committee granted a combination of GSUs and Towers Watson. In addition, we consider job opportunities availablePSUs to our named executive officers, Ruth, Prabhakar, Philipp, and Kent, as part of our annual equity award structure. The 2022 equity awards are the conclusion of a multi-year transition from the previous compensation structure of biennial GSU awards that vested over a four-year period to our current structure of annual awards divided into GSUs and PSUs that each vest over a three-year period.

The GSU awards vest quarterly over three years in equal installments beginning March 25, 2022. The PSU awards will vest, if they wereat all, on December 31, 2024, based on Alphabet’s TSR performance relative to leave Alphabet. Therefore, we also assess compensation levelsthe companies comprising the S&P 100 over a 2022-2024 performance period, subject to continued employment on the vesting date. The payout structure and time period of these PSUs mirror the structure of the three-year performance period PSUs granted to Sundar in 2019. The number of PSUs vesting will be determined after the end of the performance period based on the payout curve illustrated below. Depending upon performance, the number of PSUs that vest will range from 0%-200% of the target number of PSUs. Upon vesting, each PSU and GSU will entitle the recipient to receive one share of Alphabet’s Class C capital stock.

(1)	The number of PSUs vesting will be determined by linear interpolation for relative TSR ranks between the 25th and 50th percentile and between the 50th and 75th percentile.

2023 Equity Awards for Ruth, Prabhakar, Philipp, and Kent

In April 2023, the Compensation Committee approved annual equity awards (GSUs and PSUs) to our named executive officers against comparable rolesRuth, Prabhakar, Philipp, and Kent. The awards will be granted on May 3, 2023.

The GSUs vest quarterly from May 2023 through December 2025. The PSUs will vest, if at other S&P 500 companies and potential equity opportunities at startup organizations.

The Leadership Development and Compensation Committee does not utilizeall, based on the servicesTSR performance of an outside compensation consultant to assess pay levels.

Role of Management in Determining Compensation

Annually, Larry and the Leadership Development and Compensation Committee review our executive compensation practices against our market targets and benchmark data. Larry then makes compensation recommendationsAlphabet relative to the Leadership Development and Compensation Committee for our named executive officers, other than himself. Any changescompanies comprising the S&P 100 over a 2023-2025 performance period, subject to pay practices for our named executive officers must be approved by the Leadership Development and Compensation Committee before implementation.

Say-on-Pay

We hold our say-on-pay votes every three years. We will hold both our next say-on-pay vote and advisory votecontinued employment on the frequencyvesting date. Depending upon performance, the number of say-on-pay votes (commonly known as a “say-when-on-pay” vote) atPSUs that vest will range from 0%-200% of target. Upon vesting, each GSU and PSU will entitle the 2017 Annual Meeting of Stockholders. The Leadership Development and Compensation Committee annually reevaluates our compensation practices to determine how they might be improved.

Section 4—Pay Mix, Magnitude, and Leverage

Pay Mix

Our named executive officers receive the majority of their pay from equity compensation, consistent with market benchmarks. As our biennial grants are made in even-numbered years, the value of equity compensation is not fully demonstrated in the 2015 pay mix, with the exception of Sundar and Ruth, who received special one-time equity awards in 2015 (see “Equity” section below for further details). Larry and Sergey declinedgrantee to receive performance-based compensation.one share of Alphabet’s Class C capital stock.

 

The table below shows 2015 pay mix details, including salaries, actual bonuses, and the fair value of equity awards made in 2015. The table does not include any other compensation disclosed in the “All Other Compensation” column of our Summary Compensation Table.

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2015 ACTUAL COMPENSATION

				Salary		Bonus		Equity
Name		Title		(%)		(%)		(%)
Larry Page		Chief Executive Officer, Alphabet		100		N/A		N/A
Sergey Brin		President, Alphabet		100		N/A		N/A
Eric E. Schmidt		Executive Chairman, Alphabet		17		83		N/A
Sundar Pichai		Chief Executive Officer, Google		1		N/A		99
Ruth M. Porat		Senior Vice President and Chief Financial Officer		1		17		82
Patrick Pichette		Advisor; Former Senior Vice President and Chief Financial Officer		100		N/A		N/A
Omid Kordestani		Former Senior Vice President and Chief Business Officer		100		N/A		N/A

Base Salary

We set salaries for our named executive officers based on their responsibilities and trends we observe in the market (see Section 3 of this CD&A, “Determining Competitive Levels of Pay” for further details). We review salaries at least once a year and adjust them as needed.

In 2004, Larry and Sergey asked that their salaries each be reduced to $1 per year. Since 2005, the Leadership Development and Compensation Committee has offered them market-competitive salaries annually. For 2015, Larry and Sergey once again declined our salary offers and therefore receive salaries of $1 each.

In 2015, Larry reviewed the market benchmarks for our other named executive officers and recommended that we hold salaries constant at 2014 levels. Based on this assessment, the Leadership Development and Compensation Committee decided to maintain salaries for our named executive officers (other than Larry, Sergey, and Eric) at $650,000.

We set Eric’s salary at a higher level than our other named executive officers based on market benchmarks for the Executive Chairman role. Since transitioning to his current role as Executive Chairman in 2011, Eric has received a salary of $1.25 million, which we maintained in 2015.

Cash Incentives

In March 2015, the Leadership Development and Compensation Committee changed the compensation structure for Alphabet’s executive officers. The new structure eliminates annual cash bonuses beginning in 2016 (for the 2015 performance year), shifting to only salary and biennial equity grants. This change does not apply to Larry, Sergey, and Eric, who were each still eligible to receive annual cash bonuses in respect of their performance in 2015.

Of our named executive officers, only Eric received an annual cash bonus based on his performance in 2015. Eric’s bonus target was 400% of his salary with annual payments that can range from zero to a maximum of $6.0 million. Given Eric’s contributions leading our Board of Directors and managing complex stakeholder relationships during 2015, the Leadership Development and Compensation Committee approved a cash bonus of $6.0 million, equal to each of Eric’s last four annual bonuses. The Leadership Development and Compensation Committee offered Larry and Sergey cash bonuses in recognition of their performance in 2015; however, they declined to receive the bonuses.

The Leadership Development and Compensation Committee may also pay other discretionary bonuses unrelated to our annual cash bonus program. In May 2015, Ruth Porat joined us as CFO. As an inducement, we paid Ruth a sign-on bonus of $5.0 million in 2015. The award is shown in the table below as well as in the Summary Compensation Table under the “Bonus” column.

		Annual		Sign-On		Total
		Bonus Program		Bonus		2015 Bonus
Name		(in millions)($)		(in millions)($)		(in millions)($)
Larry Page		—		—		—
Sergey Brin		—		—		—
Eric E. Schmidt		6.0		—		6.0
Sundar Pichai		—		—		—
Ruth M. Porat		—		5.0		5.0
Patrick Pichette		—		—		—
Omid Kordestani		—		—		—

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Equity

1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

 

Our current practice is to grant GSUs as equity awards to employees. We do not grant any other equity vehicles at this time, although our practice may change in the future. Equity awards to our named executive officers (other than Larry, Sergey, and Eric) are generally granted biennially and vest over four years. Eric’s award is intended to be granted every four years, and vests quarterly over four years.

In March 2015, the Leadership Development and Compensation Committee changed the equity vesting schedule for biennial equity grants to Alphabet’s executive officers. Future biennial equity grants will vest quarterly over a four-year period.

In January 2015, the Leadership Development and Compensation Committee granted a $100.0 million equity award to Sundar in recognition of his performance and increased responsibilities as the leader of all Google’s technical product areas. In January 2016, following his promotion to Chief Executive Officer of Google, the Leadership Development and Compensation Committee granted a $209.0 million biennial equity award to Sundar, which vests over four years.

The Leadership Development and Compensation Committee views Sundar’s retention as critical to Google’s success, as demonstrated by his promotion to CEO in October 2015, and believes that this level of compensation is representative of his value and the opportunities available to him outside of Alphabet.

In June 2015, the Leadership Development and Compensation Committee granted a $25.0 million equity award to Ruth upon hire. The Leadership Development and Compensation Committee believes this award will deliver equity compensation commensurate with the responsibilities of the CFO role until biennial equity awards granted to executive officers in 2016 begin to vest.

Upon Patrick and Omid’s respective departures, all of their outstanding unvested equity was cancelled and we made cash payments equal to the value of their unvested biennial equity grants, prorated for the time between the grant date and the cancellation date. The payments equaled $56.2 million to Patrick and $16.3 million to Omid.

Larry and Sergey did not hold any stock options, GSUs, or other contingent stock rights at the end of 2015. The Leadership Development and Compensation Committee will continue to review their compensation on an ongoing basis and may recommend future equity awards.

Section 5—4—Other Compensation Information

 

The first fourthree sections of this CD&A describe how we think about compensation and how that affects our pay practices. Other compensation-related details that may be important considerations for our investors are discussed below.

 

Risk Considerations

 

The Leadership DevelopmentCompensation Committee reviews our compensation programs continuously throughout the year to assess and mitigate against material risks. In addition, in January 2023, the Compensation Committee reviewed a comprehensive evaluation conducted by Alphabet management of all our 2022 compensation programs for employees and concluded that these programs do not create risks that are reasonably likely to have a material adverse effect on the company.

 

The Leadership Development and Compensation Committee believes that the design of our annual and long-term incentives focuses performance on long-term value creation and discourages short-term risksrisk taking at the expense of long-term results. A substantial portion of employees’ compensation is delivered in the form of equity awards, further aligning their interests with those of stockholders.

 

The Leadership Development and Compensation Committee believes that the following risk oversight and compensation design features safeguard against excessive risk-taking:

 

●	•	TheOur Board of Directors as a whole has responsibility for risk oversight and regularly reviewingreviews reports on the deliberations of Boardits committees. In addition, theour Board reviews the strategic, financial, and execution risks and exposures associated with the financial, operational, and capital decisions that serve as inputs to our compensation programs.
●
	•	The majority of compensation provided to our named executive officers is performance-based. Our named executive officers are motivated to carefully assess risks to protect their compensation.
	•	Through discussions with Larry,management, the Leadership Development and Compensation Committee gains insight into a reasonable range of future company performance expectations. TheThis information is incorporated into decisions regarding equity awardsthe compensation of our named executive officers.
●	The majority of compensation provided to our named executive officers.officers is delivered through equity awards, with payout based on long-term company performance. Our GSUs awards vest over a long-term period, and our PSUs awards are earned based on company performance. As the compensation of our named executive officers is tied to long-term performance, their interests are closely aligned with our stockholders’ interests and they are motivated to carefully assess risks to the company to protect their compensation.

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	•	Given that equity compensation comprises a high percentage of our named executive officers’ overall pay:

	–●	Our equity awards are subject to vesting conditions and performance goals that mitigate the potential for decisions that benefitpromote focus on long-term interests rather than only short-term results but that may not be consistent with our long-term interests.and create compelling incentives for executive retention.
	●
	–	Equity awards typically vest over a four-year period to ensure our named executive officers have significant value tied to long-term stock price performance.
	–	Our named executive officers are subject to, and are in compliance with, Alphabet’s minimum stock ownership guidelines.requirements (detailed in the Minimum Stock Ownership Requirements section below). This ensures that each named executive officer will hold a significantcertain amount of our equity to further align his or her interests with those of our stockholders over the long term.
	●
	–	We prohibit all speculative, short-sale, short-term and hedging transactions involving our securities. As a result, our named executive officers cannot insulate themselves from the effects of poor stock price performance.
	●
	–	We have internal controls over financial reporting, the measurement and calculation of performance relative to goals, and other financial, operational, and compliance policies and practices designed to protect our compensation programs from manipulation by any employee.

 

Timing of Equity Award Grants

 

The effective grant date for all equity awards to employees, members of our Board, of Directors, and non-employee advisors is typically the first non-holiday Wednesday of the month following the date on which the equity award is approved by the Leadership Development and Compensation Committee, unless otherwise specified by our Board of Directors or the Leadership Development and Compensation Committee.

 

The Leadership Development and Compensation Committee does not grant equity compensation awards in anticipation of the release of material nonpublic information. Similarly, we do not time the release of material nonpublic information based on equity award grant dates.

 

Minimum Stock Ownership Guidelines

Requirements

 

To align our named executive officers’ and directors’ interests with those of our stockholders, theour Board of Directors has instituted minimum stock ownership requirements under our Corporate Governance Guidelines.

 

Our currentIn April 2022, we increased our minimum stock ownership guidelines are:requirements as follows: (i) Larry, Sergey , Ericthe Founders of Google and Sundarthe Chief Executive Officer of Alphabet and Google shall each own shares of Alphabet stock worthequal in value to at least $14.0$35.0 million; and (ii) senior vice presidents of Alphabet or Google shall each executive officer shall own shares of Alphabet stock worthequal in value to at least $4.0 million;$7.5 million.

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Corporate Governance

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Director and Executive Compensation

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Audit Matters

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Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

The Chief Executive Officer of Alphabet and (iii) each directorGoogle, and senior vice presidents of Alphabet or Google shall own Alphabet stock worth at least $750,000.

Executive officers have until the later of: (i) April 20, 2024; or (ii) five years from hire or promotion to the Senior Vice President leveltheir respective levels to comply with the minimum stock ownership requirements. Each director has five yearsAlphabet advisors who do not receive annual equity awards and the chief executive officers of Alphabet’s Other Bets are exempt from the time he or she becomes a director to comply with theseminimum stock ownership requirements.

 

All of our named executive officers and directors either met the applicable minimum stock ownership guidelinesrequirements as of December 31, 2015 or were within the time period noted above to come into compliance with these requirements.2022.

 

Transactions in Company Securities

Insider Trading, Hedging, and Pledging Policies

 

Our policy against insider trading policy prohibits all employees and our non-employee directors from engaging in any speculative or hedging transactions in our securities. We prohibit hedging transactions such as puts, calls, collars, swaps, forward sale contracts, exchange funds, and similar arrangements or instruments designed to hedge or offset decreases in the market value of Alphabet’s securities. No employee or non-employee director may engage in short sales of Alphabet securities, hold Alphabet securities in a margin account, or pledge Alphabet securities as collateral for a loan.

 

Post-Employment and Change in Control Payments

We have no agreements with our named executive officers that provide for additional or accelerated compensation upon termination of the executive’s employment or a change in control of Alphabet, except as set forth below.

Upon a change in control of Alphabet and, unless our Board of Directors or Leadership Development and Compensation Committee determines otherwise, if the successor corporation does not assume or substitute the equity awards held by our employees, including our named executive officers, all unvested stock options and unvested GSUs will fully vest.

The table below shows our estimates of the value each of our named executive officers would have received if their unvested stock options and unvested GSUs as of December 31, 2015 had become fully vested as a result of a change in control.

The estimated benefit amount of unvested stock options was calculated by multiplying the number of unvested stock options by the excess of the closing prices of our Class A common stock or Class C capital stock on December 31, 2015, which were $778.01 per share and $758.88 per share, respectively, over the exercise price of the option. The estimated benefit amount of unvested

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GSUs was calculated by multiplying the number of unvested GSUs by the closing price of our Class A common stock or Class C capital stock on December 31, 2015, which were $778.01 per share and $758.88 per share, respectively.

				Estimated Benefit				Estimated
		Number of		of Unvested		Number of Unvested		Benefit of		Total
		Unvested Options at		Options at		GSUs at		Unvested GSUs at		Estimated
		December 31, 2015		December 31, 2015		December 31, 2015		December 31, 2015		Benefit
Name		(#)		($)		(#)		($)		($)
Larry Page		—		—		—		—		—
Sergey Brin		—		—		—		—		—
Eric E. Schmidt		—		—		142,776		109,715,503		109,715,503
Sundar Pichai		—		—		643,098		489,000,887		489,000,887
Ruth M. Porat		—		—		37,094		28,149,895		28,149,895
Patrick Pichette		—		—		—		—		—
Omid Kordestani		—		—		—		—		—

Deductibility of Executive Compensation

Section 162(m) of the Code may preclude us from deducting certain compensation in excess of $1.0 million per year to our named executive officers, unless such compensation meets the requirements of “qualified performance-based compensation” under Section 162(m). Eric’s annual cash bonus for the 2015 fiscal year does not meet the requirements of “qualified performance-based compensation.” Therefore, this bonus will not be deductible for federal income tax purposes to the extent that it, when combined with other 2015 compensation for the applicable named executive officer that does not meet such requirements (e.g., base salary, GSUs that vested and were settled in 2015), exceeds $1.0 million.

Perquisites and Other Benefits

 

Like all employees, our named executive officers are eligible to participate in various employee benefit plans, including medical, dental, and vision care plans,plans; flexible spending accounts for health and dependent care,care; life, accidental death and dismemberment, disability, and travel insurance,insurance; survivor income benefit,benefit; employee assistance programs (e.g., confidential counseling),; matching gift program; and paid time off. We also paidpay life insurance premiums for all employees (other than Larry and Sergey).

 

In addition, we maintain a tax qualifiedtax-qualified 401(k) retirement savings plan with both pre-tax and after-tax Roth savings features for eligible employees, including our named executive officers. In 2015,2022, we provided a company match equal to the greater of 100% of contributions up to $3,000, or 50% of $20,500, the maximum contribution under the Internal Revenue Code ($18,000)for employees younger than 50, for a maximum match of $9,000,$10,250 per employee (other than Larry and Sergey). Our company match is fully vested at the time of contribution. Participants are not taxed on their pre-tax contributions or earnings on those contributions until distribution, but pre-tax contributions and all company matching contributions are deductible by us when made. Participants are taxed on their after-tax Roth contributions, and all company matching contributions and after-tax Roth contributions are deductible by us when made.

 

In 2015,2022, we paid for personal security for EricSundar, and incremental costs related to the personal use of non-commercial aircraft for Eric, Sundar, Ruth, Prabhakar, Philipp, and Omid.Kent. Pursuant to our Non-Commercial Aircraft Policy, which sets forth the guidelines and procedures for the personal use of non-commercial aircraft, named executive officers and their guests may use company aircraft with appropriate approvals and pay tax on any associated imputed income.

 

Deferred Compensation Plan

We maintain a non-qualified deferred compensation plan for most of our U.S.-based employees. As CFOs, both Ruth and Patrick were ineligible to participate in the deferred compensation plan. The plan allows participants to defer up to 100% of their bonus for a period of three, four, or five years, subject to certain exceptions. The deferred compensation plan is unfunded and unsecured, and participation is voluntary. We do not provide any matching contributions to the deferred compensation plan.

In 2015, Eric was the only named executive officer to defer his bonus under this plan. See the Non-Qualified Deferred Compensation table on page 41 for further information regarding Eric’s bonus deferral.

No Additional Executive Benefit Plans

 

Since we do not generally differentiate the benefits we offer our named executive officers from the benefits we offer other employees, we do not maintain any benefit plans that cover only select named executive officers. We also do not maintain any executive retirement programs such as executive pension plans or supplemental executive retirement plans.

 

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Leadership Development and Compensation Committee Report

—

LEADERSHIP DEVELOPMENT, INCLUSION AND COMPENSATION COMMITTEE REPORT

 

The Leadership Development, Inclusion and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and discussions with management, the Leadership Development, Inclusion and Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as amended,2022 and in this proxy statement.

 

LEADERSHIP DEVELOPMENT, INCLUSION AND COMPENSATION COMMITTEE

Paul S. Otellini,

Robin L. Washington, Chair

L. John Doerr

K. Ram Shriram

 

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Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

Summary Compensation Table

—

2022 SUMMARY COMPENSATION TABLE

 

The following table sets forth information regarding the compensation paid to, or earned or received by, our named executive officers for the fiscal yearyears ended December 31, 2015.2022, 2021, and 2020.

 

														Non-Qualified
												Non-Equity		Deferred
Name and								Stock		Option		Incentive Plan		Compensation		All Other
Principal				Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total
Position		Year		($)(1)		($)(2)		($)(3)		($)		($)		($)		($)(4)		($)
Larry Page(5)		2015		1		—		—		—		—		—		—		1
Chief Executive		2014		1		—		—		—		—		—		—		1
Officer,		2013		1		—		—		—		—		—		—		1
Alphabet
Sergey Brin(5)		2015		1		—		—		—		—		—		—		1
President,		2014		1		—		—		—		—		—		—		1
Alphabet		2013		1		—		—		—		—		—		—		1
Eric E. Schmidt		2015		1,254,808		6,000,000		—		—		—		—		783,370	(6)	8,038,178
Executive		2014		1,250,000		6,000,000		100,443,838		—		—		—		996,934		108,690,772
Chairman,		2013		1,250,000		6,000,000		11,365,184		—		—		—		708,196		19,323,380
Alphabet
Sundar Pichai		2015		652,500		—		99,829,142		—		—		—		150,460	(7)	100,632,102
Chief
Executive
Officer, Google
Ruth M. Porat		2015		395,000	(8)	5,000,000	(9)	25,052,554		—		—		—		603,932	(10)	31,051,486
Senior Vice
President and
Chief Financial
Officer
Patrick Pichette		2015		322,501	(11)	—		—		—		—		—		56,294,490	(12)	56,616,991
Advisor;		2014		650,000		3,000,000		40,092,200		—		—		—		15,284		43,757,484
Former Senior		2013		650,000		3,000,000		1,489,917		—		—		—		13,159		5,153,076
Vice President
and Chief
Financial
Officer
Omid		2015		487,500	(13)	—		—		—		—		—		16,476,940	(14)	16,964,440
Kordestani		2014		237,500		6,500,000		123,153,001		—		—		—		12,551		129,903,052
Former Senior
Vice President
and Chief
Business
Officer

Name and Principal Position		Year		Salary ($)	(1)	Stock Awards ($)	(2)	Non-Equity Incentive Plan Compensation	(3)	All Other Compensation ($)	(4)	Total ($)
Sundar Pichai Chief Executive Officer, Alphabet and Google, and Director		2022		2,000,000		218,037,684	(5)	—		5,947,461	(10)	225,985,145
		2021		2,000,000		—		—		4,322,599		6,322,599
		2020		2,000,000		—		—		5,410,162		7,410,162
Ruth M. Porat Senior Vice President, Chief Financial Officer, Alphabet and Google		2022		1,000,000		22,663,723	(6)	775,000		15,046		24,453,769
		2021		650,000		13,995,065	(7)	—		17,411		14,662,476
		2020		650,000		50,217,913		—		17,770		50,885,683
Prabhakar Raghavan Senior Vice President, Knowledge and Information, Google		2022		1,000,000		35,295,496	(8)	775,000		10,329		37,080,824
		2021		650,000		27,984,366	(9)	—		13,643		28,648,009
		2020		650,000		54,585,860		—		9,750		55,245,610
Philipp Schindler Senior Vice President, Chief Business Officer, Google		2022		1,000,000		35,295,496	(8)	775,000		10,814		37,081,309
		2021		650,000		27,984,366	(9)	—		27,617		28,661,983
		2020		650,000		65,501,684		—		226,816		66,378,500
Kent Walker President, Global Affairs, Chief Legal Officer, and Secretary, Alphabet and Google		2022		1,000,000		22,663,723	(6)	775,000		12,541		24,451,264
		2021		650,000		13,995,065	(7)	—		12,697		14,657,762
		2020		650,000		50,217,913		—		9,750		50,877,663

 

(1)	Salaries reflect amounts earned by theeach named executive officers inofficer’s stated annual salary for the relevant fiscal year. IncludesSalaries include amounts deferred pursuant to Section 401(k) of the Internal Revenue Code.
(2)
(2)	The amounts in the Bonus column consist of the annual cash bonuses paid to named executive officers for performance in the relevant fiscal year. Includes amounts deferred pursuant to Section 401(k) of the Code. For Eric, also includes amounts deferred pursuant to our non-qualified deferred compensation plan.
(3)	Amounts reflect the aggregate grant date fair value of GSUs and PSUs computed in accordance with FASB ASC Topic 718 and are not necessarily an indication of actual gains from previously granted equity awards.the value that will be realized if and when vesting occurs. The grant date fair value of each GSU award is measured based on the closing price of our Class A common stock orAlphabet’s Class C capital stock as applicable, on the date of grant. The grant date fair value of each PSU award is measured using a Monte Carlo simulation model as PSUs contain a market condition at the time of grant (as calculated in accordance with FASB ASC Topic 718 and SEC Staff Accounting Bulletin Topic 14). The Monte Carlo simulation model for the PSUs assumes that the stock prices of Alphabet and the peer firms follow a correlated geometric Brownian motion. Under this model, the daily stock prices for Alphabet and peer firms were simulated over the remaining performance period using volatilities and correlations calculated from daily stock returns over a lookback term from the grant date. The valuation was done under a risk-neutral framework using the term-matched zero-coupon risk-free interest rate derived from the Treasury Constant Maturities yield curve on the grant date.
(3)	As described under the “Environmental, Social, and Governance Bonus” section, these amounts reflect ESG bonus awards paid out on March 10, 2023 for performance in 2022.
(4)	All other compensation generallyGenerally consists of the Company’sour 401(k) plan or Roth plan company match of up to $9,000, life insurance premiums paid by the Company for the benefit of the named executive officer,$10,250 and personal use of company aircraft, and the market value of a holiday gift given to each employee, net of tax withholding, unless otherwise noted. The aggregate incremental cost of personal use of the company aircraft is calculated based on a cost-per-flight-hour charge developed by a nationally recognized and independent service. The charge reflects the direct operating cost of the aircraft, including fuel, additives and lubricants, an allocable allowance for airframe, engine and APU maintenance and restoration, crew travel expenses, on boardon-board catering, and trip-related landing/hangar/ramp fees and parking costs. This charge does not include any fixed costs that do not change based on usage, such as pilots’ and other employees’ salaries, home hangerhangar expenses, and general taxes and insurance.
(5)	The grant date fair value of the GSU award, $79,572,883, is measured based on the closing price of Alphabet’s Class C capital stock on the date of grant. The grant date fair value of the PSU award, $138,464,801, is measured using a Monte Carlo simulation model as PSUs contain a market condition at the time of grant. Assuming the maximum achievement of the TSR performance goals, the aggregate market value of the PSUs on the date of grant would be $238,718,560. See “Equity Awards” under Section 3 of the CD&A and the “Grants of Plan-Based Awards in 2022” table for details on the GSUs and PSUs awarded.
(5)(6)	LarryThe grant date fair value of the GSU award, $17,013,540, is measured based on the closing price of Alphabet’s Class C capital stock on the date of grant. The grant date fair value of the PSU award, $5,650,183, is measured using a Monte Carlo simulation model as PSUs contain a market condition at the time of grant. Assuming the maximum achievement of the TSR performance goals, the aggregate market value of the PSUs on the date of grant would be $9,453,802. See “Equity Awards” under Section 3 of the CD&A and Sergey each receive $1the “Grants of Plan-Based Awards in base salary2022” table for details on the GSUs and do not participate in our cash bonus program or our equity programs.PSUs awarded.
(7)	Assuming the maximum achievement of the TSR performance goals, the aggregate market value of the 2021 PSUs on the date of grant would be $10,924,058.
(6)(8)	Includes $359,581The grant date fair value of the GSU award, $21,737,688, is measured based on the closing price of Alphabet’s Class C capital stock on the date of grant. The grant date fair value of the PSU award, $13,557,808, is measured using a Monte Carlo simulation model as PSUs contain a market condition at the time of grant. Assuming the maximum achievement of the TSR performance goals, the aggregate market value of the PSUs on the date of grant would be $22,684,720. See “Equity Awards” under Section 3 of the CD&A and the “Grants of Plan-Based Awards in 2022” table for personal securitydetails on the GSUs and $395,385 for personal use of aircraft chartered by the Company.PSUs awarded.
(9)	Assuming the maximum achievement of the TSR performance goals, the aggregate market value of the 2021 PSUs on the date of grant would be $21,843,616.
(7)(10)	Includes $ 127,525$5,935,084 for personal security.
(8)	Ruth’s base salary is prorated for service between May 26, 2015 and December 31, 2015.

 

ALPHABET INC. | 2016 Proxy Statement● 2023 PROXY STATEMENT        3853

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(9)1	Reflects a $5,000,000 sign-on bonus.
Corporate Governance
(10)2	Includes $535,747 for relocation assistance, including a tax gross-up of $258,893, a $7,500 relocation-related bonus,Director and $55,011 for personal security .
Executive Compensation
(11)3	Patrick’s base salary is prorated for service between January 1, 2015 Audit Matters	4	Management and May 26, 2015.
Stockholder Proposals
(12)5	Includes a $56,208,902 cash payment, made upon Patrick’s departure, following the cancellation of his outstandingQuestions and unvested equity grants, and $73,765 for personal security .
Answers
(13)6	Omid’s base salary is prorated for service between January 1, 2015 and October 1, 2015.
(14)	Includes a $16,309,118 cash payment, made upon Omid’s departure, following the cancellation of his outstanding and unvested equity grants, and $76,448 for personal security .Appendices

—GRANTS OF PLAN-BASED AWARDS IN 2022

 

Grants of Plan-Based Awards in 2015

The following table provides information regarding the amount of equity awards granted in 2015 for each of the2022 to our named executive officers.

 

							Equity Grants(1)
				Date of			All Other Stock
				Approval			Awards: Number		Grant Date Fair
				of Equity			of Stock Shares or		Value of Stock
		Grant		Awards by			Units		Awards
Name		Date		Committee			(#)		($)
Larry Page		—		—			—		—
Sergey Brin		—		—			—		—
Eric E. Schmidt		—		—			—		—
Sundar Pichai		1/7/2015		10/22/2014			199,220	(2)	99,829,142
Ruth M. Porat		6/3/2015		3/20/2015			46,367	(3)	25,052,554
Patrick Pichette		—		—			—		—
Omid Kordestani		—		—			—		—

						Estimated Future Payouts under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards						Equity Grants
Name		Grant Date		Date of Approval of Equity Awards by Committee		Threshold		Target		Maximum		Threshold (#)		Target (#)		Maximum (#)		All Other Stock Awards: Number of Shares of Stock or Units (#)		Grant Date Fair Value of Stock Awards ($)	(2)
Sundar Pichai		12/19/2022		12/19/2022								—		—		—		892,573	(3)	79,572,883
Sundar Pichai		12/19/2022		12/19/2022								669,430		1,338,859	(3)	2,677,718				138,464,801
Ruth M. Porat		N/A		N/A		—		2,000,000		2,000,000
Ruth M. Porat		1/5/2022		12/28/2021								—		—		—		123,600	(4)	17,013,540
Ruth M. Porat		1/5/2022		12/28/2021								17,170		34,340	(4)	68,680		—		5,650,183
Prabhakar Raghavan		N/A		N/A		—		2,000,000		2,000,000
Prabhakar Raghavan		1/5/2022		12/28/2021								—		—		—		157,920	(4)	21,737,688
Prabhakar Raghavan		1/5/2022		12/28/2021								41,200		82,400	(4)	164,800		—		13,557,808
Philipp Schindler		N/A		N/A		—		2,000,000		2,000,000
Philipp Schindler		1/5/2022		12/28/2021								—		—		—		157,920	(4)	21,737,688
Philipp Schindler		1/5/2022		12/28/2021								41,200		82,400	(4)	164,800		—		13,557,808
Kent Walker		N/A		N/A		—		2,000,000		2,000,000
Kent Walker		1/5/2022		12/28/2021								—		—		—		123,600	(4)	17,013,540
Kent Walker		1/5/2022		12/28/2021								17,170		34,340	(4)	68,680		—		5,650,183

 

(1)	Stock awards (GSUs)The company’s non-equity incentive plan award plan is determined based on the ESG bonus opportunity which consists only of a maximum of $2,000,000 and no threshold or target value.
(2)	GSUs and PSUs are shown at their aggregate grant date fair value in accordance with FASB ASC Topic 718. The fair value of each GSU awardGSUs is measured based on the closing price of ourAlphabet’s Class C capital stock on the date of grant.grant, and the fair value of PSUs is measured using a Monte Carlo simulation model, as PSUs contain a market condition at the time of grant (as calculated in accordance with FASB ASC Topic 718 and SEC Staff Accounting Bulletin Topic 14). The Monte Carlo simulation model for the PSUs assumes that the stock prices of Alphabet and the peer firms follow a correlated geometric Brownian motion. Under this model, the daily stock prices for Alphabet and peer firms were simulated over the remaining performance period using volatilities and correlations calculated from daily stock returns over a lookback term from the grant date. The valuation was done under a risk-neutral framework using the term-matched zero-coupon risk-free interest rate derived from the Treasury Constant Maturities yield curve on the grant date. See “Equity Awards” under Section 3 of the CD&A for details on the GSUs and PSUs awarded.
(3)
(2)	The exact number of GSUs and PSUs comprising the equity award was calculated by dividing the target GSU and PSU grant valuevalues by the average closing price of ourAlphabet’s Class C capital stock on January 6, 2015, roundingduring the month of November 2022 ($94.11 per share), rounded up to the nearest whole share number.
(4)
(3)	The exact number of GSUs and PSUs comprising the equity award was calculated by dividing the target GSU and PSU grant valuevalues by the average closing price of ourAlphabet’s Class C capital stock on June 2, 2015, roundingduring the month of December 2021 ($145.65 per share), rounded up to the nearest whole share number.

 

Description of Plan-Based Awards

—

DESCRIPTION OF PLAN-BASED AWARDS

 

The GSUs and PSUs granted to Sundar and Ruthour named executive officers in fiscal year 20152022 were granted under the 2012Alphabet’s Amended and Restated 2021 Stock Plan and are governed by thein accordance with its terms of the 2012 Stock Plan and the applicable award agreements. See footnotes to the Outstanding“Outstanding Equity Awards at 20152022 Fiscal Year-EndYear-End” table belowon page 55 for a description of the vesting schedule of the GSUs and PSUs reported in the Grant“Grants of Plan-Based Awards in 20152022” table above.

 

ALPHABET INC. | 2016 Proxy Statement● 2023 PROXY STATEMENT        3954

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1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

Outstanding Equity Awards at 2015 Fiscal Year-End

—

OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

 

The following table provides information on the current holdings of stock optionsunvested GSUs and unvested GSUsPSUs by our named executive officers atas of December 31, 2015.2022. There are no longer any stock options outstanding for any of our named executive officers.

 

				Option Awards								Stock Awards
				Number of		Number of						Number of		Market Value
				Securities		Securities						Shares or Units		of Shares
				Underlying		Underlying		Option				of Stock That		or Units of Stock
				Unexercised		Unexercised		Exercise		Option		Have Not		That Have Not
		Grant		Options (#)		Options (#)		Price(1)		Expiration		Vested		Vested(2)
Name		Date		Exercisable		Unexercisable		($)		Date		(#)		($)
Larry Page		—		—		—		—		—		—		—
Sergey Brin		—		—		—		—		—		—		—
Eric E. Schmidt		2/5/2014	(3)	—		—		—		—		71,388		55,540,578
		2/5/2014	(3)	—		—		—		—		71,388		54,174,925
		2/2/2011		181,840		—		306.61		2/2/2021		—		—
		2/2/2011		181,840		—		305.39		2/2/2021		—		—
Sundar Pichai		1/7/2015	(4)	—		—		—		—		99,610		75,592,037
		8/6/2014	(5)	—		—		—		—		353,939		268,597,228
		8/6/2014	(6)	—		—		—		—		88,485		67,149,497
		5/1/2013	(7)	—		—		—		—		50,532		39,314,401
		5/1/2013	(7)	—		—		—		—		50,532		38,347,724
		4/4/2012		8,646		—		318.21		4/4/2022		—		—
		4/4/2012		8,646		—		316.94		4/4/2022		—		—
		8/4/2010		1,459		—		253.67		8/4/2020		—		—
		8/4/2010		1,459		—		252.65		8/4/2020		—		—
		7/29/2009		2,436		—		218.56		7/29/2019		—		—
		7/29/2009		2,436		—		217.68		7/29/2019		—		—
Ruth M. Porat		6/3/2015	(8)	—		—		—		—		37,094		28,149,895
Patrick Pichette		—		—		—		—		—		—		—
Omid Kordestani		—		—		—		—		—		—		—

				Stock Awards
Name		Grant Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)	(1)	Number of Unearned Shares or Units of Stock That Have Not Vested (#)	(2)	Market Value of Unearned Shares or Units of Stock That Have Not Vested ($)	(1)
Sundar Pichai		12/19/2022	(3)	892,573		79,198,002		—		—
		12/19/2022	(4)	—		—		1,338,859		118,796,959
		12/19/2019	(5)	—		—		1,330,260		118,033,970
Ruth M. Porat		1/5/2022	(6)	82,400		7,311,352		—		—
		1/5/2022	(7)	—		—		34,340		3,046,988
		4/7/2021	(8)	—		—		48,560		4,308,729
		5/6/2020	(9)	186,380		16,537,497		—		—
Prabhakar Raghavan		1/5/2022	(6)	105,280		9,341,494		—		—
		1/5/2022	(10)	—		—		82,400		7,311,352
		4/7/2021	(11)	—		—		97,100		8,615,683
		5/6/2020	(9)	202,580		17,974,923		—		—
Philipp Schindler		1/5/2022	(6)	105,280		9,341,494
		1/5/2022	(10)					82,400		7,311,352
		4/7/2021	(11)					97,100		8,615,683
		5/6/2020	(9)	243,100		21,570,263
Kent Walker		1/5/2022	(6)	82,400		7,311,352
		1/5/2022	(7)					34,340		3,046,988
		4/7/2021	(8)					48,560		4,308,729
		5/6/2020	(9)	186,380		16,537,497

 

(1)	The option exercise prices have been retroactively adjusted to reflect the April 2, 2014 stock split.
(2)	The market value of unvested GSUs and PSUs is calculated by multiplying the number of unvested GSUs and PSUs held by the applicable named executive officer by the closing price of our Class A common stock andAlphabet’s Class C capital stock as applicable, on December 31, 2015,30, 2022, which were $778.01was $88.73 per share and $758.88 per share, respectively.share.
(2)	The number of PSUs included in the table assumes achievement of market-based goals at the target level, except for Sundar’s 2019 Tranche B PSUs, which are shown at a payout of 192.78% payout based on actual performance for the performance period that ended December 31, 2022.
(3)	This award vests as follows: 1/16th12th of GSUs vested on MayMarch 25, 20152023 and an additional 1/16th12th will vest quarterly thereafter until the units are fully vested, subject to continued employment on such vesting dates.
(4)	This award vests as follows: Any PSUs vesting per the applicable grant agreement with respect to the January 1, 2023 to December 31, 2024 performance period (Target = 669,429, but between 0 and 1,338,858 may vest in accordance with the performance requirements in the applicable grant agreement) shall vest within 45 days after December 31, 2024 (2022 Tranche A); and any PSUs vesting per the applicable grant agreement with respect to the January 1, 2023 to December 31, 2025 performance period (Target = 669,430, but between 0 and 1,338,860 may vest in accordance with the performance requirements in the applicable grant agreement) shall vest within 45 days after December 31, 2025 (2022 Tranche B).
(4)(5)	This award vests as follows: The number of PSUs earned per the applicable grant will be determined by the Compensation Committee based on the Company’s achievement of performance goals set forth in the grant agreement and shall vest within 45 days after the performance period ends. With respect to the January 1, 2020 to December 31, 2022 performance period (2019 Tranche B), the Compensation Committee determined on January 5, 2023 that based on the Company’s performance, Sundar earned 192.78% of the target number of PSUs (1,330,260 shares)
(6)	This award vests as follows: 1/8th12th of GSUs vested on MarchMay 25, 20152022 and an additional 1/8th12th will vest quarterly thereafter until the units are fully vested, subject to continued employment on such vesting dates.
(7)
(5)	This award vests as follows: 100%The number of GSUsPSUs earned per the applicable grant will be determined by the Compensation Committee based on the Company’s achievement of performance goals set forth in the grant agreement and shall vest on April 25, 2018, subjectwithin 45 days after the performance period ends. With respect to continued employment on such vesting date.the January 1, 2022 to December 31, 2024 performance period, the target is 34,340 shares, but between 0 and 68,680 shares may be earned in accordance with the market-based performance goals.
(8)	This award vests as follows: The number of PSUs earned per the applicable grant will be determined by the Compensation Committee based on the Company’s achievement of performance goals set forth in the grant agreement and shall vest within 45 days after the performance period ends. With respect to the January 1, 2021 to December 31, 2023 performance period, the target is 48,560 shares, but between 0 and 97,100 shares may be earned in accordance with the market-based performance goals.

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(6)1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

(9)	This award vests as follows: 1/2 of GSUs will vest on April 25, 2016 and the remaining 1/2 will vest on April 25, 2017, subject to continued employment on such vesting dates.
(7)	This award vests as follows: 1/728th of GSUs vested on MayJune 25, 20132020 and an additional 1/72 will vest monthly thereafter until the units are fully vested, subject to continued employment on such vesting dates.
(8)	This award vests as follows: 1/5th of GSUs vested on December 25, 2015 and an additional 1/10th16th will vest quarterly thereafter until the units are fully vested, subject to continued employment on such vesting dates.
(10)	This award vests as follows: The number of PSUs earned per the applicable grant will be determined by the Compensation Committee based on the Company’s achievement of performance goals set forth in the grant agreement and shall vest within 45 days after the performance period ends. With respect to the January 1, 2022 to December 31, 2024 performance period, the target is 82,400 shares, but between 0 and 164,800 shares may be earned in accordance with the market-based performance goals.
(11)	This award vests as follows: The number of PSUs earned per the applicable grant will be determined by the Compensation Committee based on the Company’s achievement of performance goals set forth in the grant agreement and shall vest within 45 days after the performance period ends. With respect to the January 1, 2021 to December 31, 2023 performance period, the target is 97,100 shares, but between 0 and 194,200 shares may be earned in accordance with the market-based performance goals.

 

ALPHABET INC. | 2016 Proxy Statement    40

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Option Exercises and Stock Vested in Fiscal 2015

—

OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 2022

 

The following table provides information for the named executive officers onregarding stock option exercises during the year ended December 31, 2015,2022, including the number of shares acquired upon exercise and the value realized, before payment of any applicable withholding tax and broker commissions, and GSUs that vested during the same period.period, before payment of any applicable withholding tax.

 

		Option Awards				Stock Awards
		Number of Shares		Value Realized		Number of Shares		Value Realized
		Acquired on Exercise		on Exercise(1)		Acquired on Vesting		on Vesting(2)
Name		(#)		($)		(#)		($)
Larry Page		—		—		—		—
Sergey Brin		—		—		—		—
Eric E. Schmidt		—		—		45,746		27,837,271
Sundar Pichai		—		—		152,706		93,632,211
Ruth M. Porat		—		—		9,273		6,939,913
Patrick Pichette		24,614		6,199,393		12,308		6,900,451
Omid Kordestani		25,578		15,760,295		27,071		15,645,568

	Option Awards						Stock Awards
Name		Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)	(1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)	(2)
Sundar Pichai		345,840		39,618,219			1,993,460		262,060,740
Ruth M. Porat		—		—			276,120		30,983,056
Prabhakar Raghavan		—		—			352,320		39,532,104
Philipp Schindler		—		—			392,820		44,077,089
Kent Walker		—		—			276,120		30,983,056

 

(1)	The value realized on exercise is calculated as the product of (a) the number of shares of ourAlphabet’s Class A common stock or Class C capital stock, as applicable, for which the stock options were exercised and (b) the excess of the closing price of ourAlphabet’s Class A common stock or Class C capital stock, as applicable, on the NASDAQ Global Select Market on the date of the exercise over the applicable exercise price per share of the stock options.
(2)
(2)	The value realized on vesting is calculated as the product of (a) the number of shares of our Class A common stock or Class C capital stock as applicable, underlying the GSUs that vested and (b) the closing price of our Class A common stock or Class C capital stock as applicable, on the NASDAQ Global Select Market on the day before vesting. The value realized on vesting for vesting events prior to our July 15, 2022 stock split is calculated as the product of (a) the number of pre-stock split shares of Class C Capital stock underlying the GSUs that vested and (b) the pre-stock split closing price of Class C capital stock on the NASDAQ Global Select market on the day before vesting.

 

Non-Qualified Deferred Compensation

—

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

 

The following table provides information about contributions, earnings, and balances under our non-qualified deferred compensation plan in fiscal year 2015. We do not provide matching contributions to the deferred compensation plan, and in fiscal year 2015 there were no withdrawals by or distributions to our named executive officers.

		Executive Contributions		Aggregate Earnings		Aggregate Balance at
		in 2015(1)		in 2015(2)		December 31, 2015(3)
Name		($)		($)		($)
Larry Page		—		—		—
Sergey Brin		—		—		—
Eric E. Schmidt		5,766,266	(4)	276,649		26,757,478
Sundar Pichai		—		23,164		4,312,381
Ruth M. Porat		—		—		—
Patrick Pichette		—		—		—
Omid Kordestani		—		—		—

(1)	The amount reported under Executive Contributions in 2015 is the amount that the named executive officers elected to defer under our non-qualified deferred compensation plan. This amount represents compensation earned in 2015 and is therefore also reported as compensation in the Summary Compensation Table.
(2)	The amount reported under Aggregate Earnings in 2015 shows the net amount credited to each officer’s account as a result of the performance of the investment vehicle in which his or her account was deemed invested. This amount does not represent “above-market” earnings, and thus is not reported in the Summary Compensation Table.
(3)	Column Aggregate Balance at December 31, 2015 shows the amount of the non-qualified deferred compensation account balance at the end of 2015. For Eric, $20,714,563 of his balance represents the amount previously reported as Aggregate Balance at December 31, 2014 in the 2015 proxy statement.
(4)	Eric elected to contribute 100% of his 2015 bonus, the amount of which was determined in January 2016 and paid in February 2016.

Our deferred compensation plan is unfunded and unsecured, and participation is voluntary. Most U.S.-based employees are eligible to participate in the deferred compensation plan. As CFOs, both Ruth and Patrick were ineligible to participate in the deferred compensation plan. The plan allows participants to defer a specified percentage (up to 100%) of their bonus for a period of three, four or five years, subject to certain exceptions. During the deferral period, the deferred amounts are hypothetically or “notionally” invested in one or more investments funds selected by the committee administering the deferred compensation plan. Each participant’s account is adjusted for gains or losses at least annually based on the rate of gain or loss on the assets in each notional investment fund. We do not guarantee any returns on participant contributions. If a participant’s employment terminates, distribution is made in the form of a lump sum following termination.

In 2015, Eric was the only named executive officer to defer his bonus under this plan.

ALPHABET INC. | 2016 Proxy Statement    41

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Potential Payments Upon Termination or Change in Control

We have no agreements with any of our named executive officers that provide for additional or accelerated compensation on theupon termination of the executive’snamed executive officer’s employment or a change in control of the Company,Alphabet, except as set forth under “Post-Employmentbelow.

In the event of a change in control of Alphabet and, Changeunless our Board or the Compensation Committee determines otherwise, if the successor corporation does not assume or substitute the equity awards held by our employees, including our named executive officers, all unvested stock options and unvested GSUs will fully vest and the target number of PSUs awarded to each of our named executive officers will fully vest.

Effective December 17, 2019, the Compensation Committee approved an amendment to Alphabet’s form of restricted stock unit agreement for future grants, such that, similar to GSUs granted to all other Alphabet employees, GSUs granted to our non-employee directors and named executive officers of Alphabet will immediately vest in Control Payments”full upon termination of service on the Board, or of employment, by reason of death.

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Director and Executive Compensation

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Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

In respect to PSUs awarded to our named executive officers:

●

Upon a termination of employment by reason of death (i) prior to the start of the performance period of a PSU award or during the performance period of a PSU award, the target number of PSUs for such award will immediately vest in full as of the date of such termination of employment and (ii) following the end of the performance period of an award but prior to the determination date with respect to such award, the number of PSUs earned based on actual performance will immediately vest as of the determination date.

●

Upon a termination of employment by Alphabet without cause (as defined in the PSU agreement) prior to the determination date for an award but after the start of the performance period with respect to such award, the number of PSUs earned based on actual performance will be prorated based on the number of calendar days in the performance period a named executive officer performed services and the pro rata portion will vest as of the determination date.

The following are our estimates of the value each of our named executive officers would have received as the result of GSU and/or PSU vesting, as applicable, following a change in control, death or termination without cause (as defined in the PSU agreement) occurring on December 31, 2022.

Upon a change in control or upon death, the estimated benefits of equity acceleration are as follows: $259,222,211 for Sundar, $31,204,566 for Ruth, $43,243,453 for Prabhakar, $46,838,792 for Philipp, and $31,204,566 for Kent. These estimates were calculated by multiplying the number of unvested GSUs and the target number of PSUs, by the closing price of Class C capital stock on December 30, 2022 (the last business day of Alphabet’s fiscal year 2022), which was $88.73 per share.

The performance period for Sundar’s 2019 Tranche B PSU award ended on December 31, 2022, and the award vested on January 5, 2023. As such, upon termination without cause, the estimated vested equity value for Sundar is $118,007,365, which reflects the actual value of Sundar’s 2019 Tranche B PSU award. The value was calculated by multiplying 192.78% of the target PSU award for Tranche B by the closing price of Alphabet’s Class C capital stock on January 4, 2023 (the business day immediately prior to vesting), which was $88.71 per share.

Upon termination without cause, the estimated vested equity value is $7,774,444 for Ruth, $16,357,365 for Prabhakar, $16,357,365 for Philipp, and $7,774,444 for Kent. The estimated vested equity value reflects prorated achievement of market-based goals at the maximum level for the PSU awards granted in 2021 and 2022. As of December 31, 2022, two-thirds of the performance period for the 2021 PSU awards (January 2021 to December 2022) had been completed, and 365/1096 of the performance period for the 2022 PSU awards (January 2022 to December 2022) had been completed. The estimated vested equity value shown was calculated by multiplying two-thirds of the maximum number of PSUs for the 2021 PSU awards and 365/1096 of the maximum number of PSUs for the 2022 PSU awards by the closing price of Alphabet’s Class C capital stock on December 30, 2022 (the last business day of Alphabet’s fiscal year 2022), which was $88.73 per share.

—ALPHABET CEO PAY RATIO

The following table sets forth the ratio of Alphabet Chief Executive Officer Sundar’s total compensation to the median of the annual total compensation of all our employees (except Sundar) for the year ended December 31, 2022.

Chief Executive Officer total compensation in 2022	$225,985,145
Median Employee total compensation in 2022	$279,802
Ratio of Chief Executive Officer to Median Employee total compensation	808:1

The Chief Executive Officer total compensation reflects Sundar’s 2022 total compensation as shown in the Summary Compensation Table on page 3553, including the triennial equity award that was granted to Sundar in December 2022. Given that CEO equity awards are currently made on a triennial cadence, while our broad-based employee equity awards are typically made on an annual cadence, the pay ratio can fluctuate significantly across years. For example, our 2020 pay ratio was 27:1; our 2021 pay ratio was 21:1; and our 2022 pay ratio is 808:1.

To determine the median employee compensation, we analyzed all of Alphabet’s employees, excluding Alphabet’s Chief Executive Officer, as of December 31, 2022. We annualized wages and salaries for employees that were not employed for the full year. We used base salary and actual bonus as the consistently applied compensation measure to determine the median employee. If this proxy statement.resulted in more than one individual at the median level, we assessed the grant date fair value of standard equity awards for these individuals and selected the employee with the median award value. After identifying the median employee, we calculated annual total compensation for the median employee according to the methodology used to report the annual total compensation of our named executive officers in the 2022 Summary Compensation Table on page 53.

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—ALPHABET PAY VS. PERFORMANCE

Compensation Actually Paid

As outlined in the CD&A above, the Compensation Committee has implemented an executive compensation program that prioritizes performance and aims to align employee and stockholder interests. The following table sets forth additional compensation information for our principal executive officer (PEO) and our non-PEO named executive officers (Non-PEO NEOs), calculated in accordance with Item 402(v) of Regulation S-K, for fiscal years 2022, 2021, and 2020.

 

Year		Summary Compensation Table (SCT) Total for PEO ($)		Compensation Actually Paid to PEO ($)		Average SCT Total for Non-PEO NEOs ($)	(1)	Average Compensation Actually Paid to Non-PEO NEOs ($)	(1)	Alphabet TSR ($)	(2)	Peer Group TSR (RDG Internet Composite Index) ($)	(2)	Net Income (Millions) ($)		1-Year TSR Relative to S&P 100	(3)
2022		225,985,145		115,820,786		30,766,792		(15,249,938	)	131.03		81.50		59,972		14	th
2021		6,322,599		267,277,583		21,657,558		72,131,743		216.42		134.41		76,033		94	th
2020		7,410,162		121,360,289		55,846,864		76,136,650		132.73		137.32		40,269		72	nd

(1)	The Non-PEO NEOs represent the following individuals for each of the years shown: Ruth M. Porat, Prabhakar Raghavan, Philipp Schindler, and Kent Walker.
(2)	Alphabet TSR reflects TSR for Alphabet’s Class C shares (ticker: GOOG). Peer Group TSR is calculated based on the RDG Internet Composite index, which is used for purposes of Item 201(e) of Regulation S-K under the Exchange Act. The calculation is weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated.
(3)	1-Year Relative TSR is calculated as a percentile ranking, and reflects TSR for Alphabet’s Class C shares (ticker: GOOG) for each period as a percentile ranking when compared to the TSR for the S&P 100 index (which is the peer group used for purposes of the performance-based awards outlined in the CD&A above).

To calculate Compensation Actually Paid (CAP), the following amounts were deducted from and added to Summary Compensation Table (SCT) total compensation:

		2022				2021				2020
		PEO ($)		Average for Non-PEO  NEOs ($)		PEO ($)		Average for Non-PEO NEOs ($)		PEO ($)		Average for Non-PEO NEOs ($)
SCT Total		225,985,145		30,766,792		6,322,599		21,657,558		7,410,162		55,846,864
Adjustments
Deduction for Amounts Reported Under the “Stock Awards” Column in the SCT (i)		(218,037,684	)	(28,979,610	)	0		(20,989,716	)	0		(55,130,843	)
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year End (ii)		213,860,445		10,808,316		0		29,055,529		0		53,762,742
Increase for Fair Value of Awards Granted during year that Vest during year (ii)		0		5,264,776		0		0		0		15,423,645
Increase/deduction for Change in Fair Value from Prior Year-end to Current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end (ii)		(79,637,516	)	(24,101,414	)	234,908,651		23,361,513		108,778,718		5,059,005
Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year (ii)		(26,349,603	)	(9,008,799	)	26,046,332		19,046,859		5,171,409		1,175,237
Compensation Actually Paid		115,820,786		(15,249,938	)	267,277,583		72,131,743		121,360,289		76,136,650

(i)

Represents the grant date fair value of equity-based awards granted each year.

(ii)

Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. For all equity awards, our methodology for calculating the value of equity remained consistent between the grant date fair value measurement reflected in row (i) and the point-in-time fair value measurements reflected in the adjustment rows that follow. In all cases, we use the closing price on the applicable date as a basis for fair value. Fair values for each PSU award are measured using a Monte Carlo simulation model as PSUs contain a market condition at the time of grant (as calculated in accordance with FASB ASC Topic 718).

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As outlined in our CD&A, the only financial performance measure we currently incorporate within our executive pay program is Alphabet’s TSR relative to the companies comprising the S&P 100. As such, and as outlined below, relative TSR is the sole and most important financial performance measure as it relates to CAP.

Most Important Performance Measures

Relative Total Shareholder Return

The PEO’s CAP amounts are aligned with the Company’s TSR, Net Income, and 1-Year TSR ranking relative to the S&P 100 (the Alphabet-selected measure in the CAP table above), with the highest PEO CAP in 2021 when Alphabet TSR, Net Income and 1-Year Relative TSR were at their highest during the three-year period being reported. The reported 2021 Peer Group TSR was slightly down from 2020. The reduced value of the PEO’s outstanding awards in 2022, caused by a decline in our share price, was offset by a new equity award granted in December 2022. For non-PEO NEOs, CAP amounts are generally aligned with the aforementioned measures. However, 2021 was a transition year during which their equity award mix was updated to include performance-based awards, thereby reducing the target-value of grants compared to 2020. This resulted in a decline in non-PEO CAP for 2021 relative to 2020, despite the increase in the Company’s TSR, Net Income, and 1-Year TSR ranking relative to the S&P 100 for 2021 relative to 2020.

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EQUITY COMPENSATION PLAN INFORMATION

 

The following table summarizes our equity compensation plan information as of December 31, 2015.2022. Information is included for equity compensation plans approved by our stockholders andstockholders. As of December 31, 2022, we did not have any active equity compensation plans not approved by our stockholders. We will not grant equity awards in the futureNeither shares of Class B common stock nor stock options are issued and outstanding under any of theour current equity compensation plans not approved by our stockholders included in the table below.plans.

 

						(b)		(c)
				(a)		Weighted-average		Common/Capital Shares
				Common/Capital		Exercise Price		Available for Future
		Class of		Shares to be Issued		of Outstanding		Issuance Under Equity
		Common		Upon Exercise of		Options and		Compensation Plans
		Stock/Capital		Outstanding		Rights(1)		(Excluding Securities
Plan Category		Stock		Options and Rights(#)		($/Share)		Reflected in Column (a))(#)
Equity compensation plans approved by our stockholders		Class A		7,804,851	(2)	103.86		—	(3)
Equity compensation plans approved by our stockholders		Class B		—		—		—
Equity compensation plans approved by our stockholders		Class C		27,972,499	(4)	101.73		23,336,944	(5)
Equity compensation plans not approved by our stockholders		Class A		77,717	(6)	211.98		—
Equity compensation plans not approved by our stockholders		Class C		72,486	(7)	212.31		—
Total		Class A		7,882,568		105.47		—
Total		Class B		—		—		—
Total		Class C		28,044,985		103.30		23,336,944	(5)
Total		Class A and		7,882,568		105.47		—
		Class B							��
Total		Class A, Class B, and Class C		35,927,553		104.40		23,336,944	(5)

Plan Category		Class of Common Stock/Capital Stock		(a) Common/ Capital Shares to be Issued Upon Exercise of Outstanding Options and Rights (#)				(b) Common/ Capital Shares Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#)
Equity compensation plans approved by our stockholders		Class A			160	(1)			—	(2)
Equity compensation plans approved by our stockholders		Class C			324,139,026	(3)			706,859,701	(4)
Total		Class A and Class C			324,139,186				706,859,701	(4)

(1)	The weighted average exercise price is calculated based solely on the outstanding stock options. It does not take into account the shares issuable upon vesting of outstanding GSUs, which have no exercise price.
(2)	Consists of stock options to purchase 5,087,528 shares, and GSUs representing the right to acquire 2,717,323 shares of our Class A common stock outstanding under our 2004 Stock Plan.
(2)
(3)	OurWe granted Class A common stock under the 2004 Stock Plan that expired in April 2014. No further grants may be made under the 2004 Stock Plan.
(3)
(4)	Consists of stock options to purchase 4,980,329 shares of Class C capital stock and GSUs representing the right to acquire 22,992,170160 shares of Class C capital stock outstanding under our 2004 Stock Plan, GSUs representing the right to acquire 133,984,771 shares of Class C capital stock outstanding under our Amended and Restated 2012 Stock Plan, and GSUs representing the right to acquire 190,154,095 shares of Class C capital stock outstanding under our Amended and Restated 2021 Stock Plan.
(4)
(5)	Consists of shares of Class C capital stock authorized to be issued pursuant to the GoogleAlphabet Inc. 2012Amended and Restated 2021 Stock Plan, which was approved by our stockholders at the 20122021 Annual Meeting of Stockholders and amended by our stockholders at the 20152022 Annual Meeting of Stockholders.
(6)	Consists of shares of Class A common stock to be issued upon exercise of outstanding stock options and vesting of outstanding restricted stock units under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May 2012. No further grants may be made under any of these plans.
(7)	Consists of shares of Class C capital stock to be issued upon exercise of outstanding stock options and vesting of outstanding GSUs that were distributed as a dividend to the issued and outstanding Class A stock options and GSUs in April 2014 in connection with the Stock Split under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 20062004 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings,Alphabet Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May 2012. No further grants may be made under any of these plans.Amended and Restated 2012 Stock Plan.

 

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Principal Accountant Fees and Services

—  

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The following table sets forth all fees paid or accrued by Alphabet and Googleus for the audit and other services provided by Ernst & Young LLP during the years ended December 31, 20142021 and 20152022 (in thousands):

 

	2014 ($)	2015 ($)
Audit Fees(1)	13,865	13,820
Audit-Related Fees(2)	1,742	3,572
Tax Fees(3)	5,180	3,282
Other Fees(4)	72	6
Total Fees	20,859	20,680

		2021 ($)				2022 ($)
Audit Fees(1)			23,880				27,676
Audit-Related Fees(2)			8,715				10,474
Tax Fees(3)			1,155				1,407
Other Fees(4)			625				1,663
TOTAL FEES			34,375				41,220

(1)	Audit Fees: This category represents fees for professional services provided in connection with the audit of our financial statements, audit of our internal control over financial reporting, review of our quarterly financial statements, and audit services provided in connection with other regulatory or statutory filings for which we have engaged Ernst & Young LLP.
(2)
(2)	Audit-Related Fees: This category consists primarily of system and organization controls reporting and other attest services related to information systems.
(3)
(3)	Tax Fees: This category consists of tax compliance, tax planning, and tax advice, including foreign tax return preparation and requests for rulings or technical advice from tax authorities.
(4)
(4)	Other Fees: This category consists of fees for permitted services other than the services reported in audit fees, audit-related fees, and tax fees.

 

—  AUDITOR INDEPENDENCE

We maintain a policy that aims to help maintain auditor independence and our compliance with regulatory requirements by ensuring a process for: (1) internal and external auditor review of proposed services for independence; and (2) pre-approval of the services by the Audit Committee. The Audit Committee consideredconsiders whether the provision of services other than audit services is compatible with maintaining Ernst & Young LLP’s independence.

 

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—  PRE-APPROVAL POLICIES AND PROCEDURES

All audit and non-audit services provided by Ernst & Young LLP to us must be pre-approved in advance by ourthe Audit Committee.

 

If the following conditions are met, the service will be considered pre-approved by the Audit Committee (without any further action from the Audit Committee):

 

	•●	the service is identified as a permitted service, as determined by the Audit Committee each year, and
	•●	the estimated fee for the permitted service is less than or equal to $500,000.

 

If the service does not meet the conditions noted above, explicit approval must be obtained from the Audit Committee, or the delegate of the Audit Committee who has been granted the authority to grant pre-approvals, before the professional from the independent registered accounting firm is engaged by Alphabet or its subsidiaries to render the service. If a pre-approval is obtained from the Audit Committee delegate, the auditor may be engaged to commence the service, but the service must still be presented to the full Audit Committee at its next scheduled meeting.

 

All services provided to us by Ernst & Young LLP in 20142021 and 20152022 were pre-approved by the Audit Committee.

 

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REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD OF DIRECTORS

 

The Audit and Compliance Committee of the Board of Directors of Alphabet is comprised entirely of independent directors who meet the independence requirements of the Listing Rules of the NASDAQ Stock Market and the SEC. The Audit and Compliance Committee operates pursuant to a charter that is available on theour Investor Relations section of our website at https://abc.xyz/investor/other/board.html#audit-committee.board/#audit-committee.

 

The Audit and Compliance Committee oversees Alphabet’s financial reporting process and internal control structure on behalf of the Board of Directors.our Board. Management is responsible for the preparation, presentation, and integrity of the financial statements and the effectiveness of Alphabet’s internal control over financial reporting. Alphabet’s independent auditors are responsible for expressing an opinion as to the conformity of Alphabet’s consolidated financial statements with generally accepted accounting principles and as to the effectiveness of Alphabet’s internal control over financial reporting.

 

In performing its responsibilities, the Audit and Compliance Committee has reviewed and discussed with management and the independent auditors the audited consolidated financial statements in Alphabet’s Annual Report on Form 10-K for the year ended December 31, 2015, as amended.2022. The Audit and Compliance Committee has also discussed with theErnst & Young LLP, Alphabet’s independent auditors, the matters required to be discussed by Auditing Standard No. 16,1301, “Communications with Audit and Compliance Committees” issued by the Public Company Accounting Oversight Board (PCAOB).

 

The Audit and Compliance Committee received written disclosures and the letter from the independent auditors pursuant to the applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit and Compliance Committee concerning independence, and the Audit and Compliance Committee discussed with the auditors their independence.

 

Based on the reviews and discussions referred to above, the Audit and Compliance Committee unanimously recommended to theour Board of Directors that the audited consolidated financial statements be included in Alphabet’s Annual Report on Form 10-K for the year ended December 31, 2015, as amended.2022.

 

AUDIT AND COMPLIANCE COMMITTEE

 

Ann Mather,Chair
L. John Doerr

Alan
R. MulallyMartin “Marty” Chávez
Roger W. Ferguson Jr.

 

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MANAGEMENT PROPOSALS TO BE VOTED ON

 

Proposal Number 1

Election of Directors

Proposal Number 1    Election of Directors

 

Nominees

 

The Nominating and Corporate Governance Committee recommended, and our Board of Directors nominated:

 

•●	Larry Page,
•●	Sergey Brin,
●	Sundar Pichai,
●	John L. Hennessy,
●	Frances H. Arnold,
●	R. Martin “Marty” Chávez,
●	L. John Doerr,
●	Roger W. Ferguson Jr.,
●	Ann Mather,
•	Sergey Brin,	•	Alan R. Mulally,
•	Eric E. Schmidt,	•	Paul S. Otellini,
•	L. John Doerr,	•●	K. Ram Shriram, and
•●	Diane B. Greene,	•	Shirley M. Tilghman
•	JohnRobin L. Hennessy,		Washington

 

as nominees for election as members of our Board of Directors at the Annual Meeting. At the Annual Meeting, eleven directors will be elected to the Board of Directors.our Board.

 

Except as set forth below, unless otherwise instructed, the persons appointed in the accompanying form of proxy will vote the proxies received by them for these nominees, who are all presently directors of Alphabet. In the event that any nominee becomes unavailable or unwilling to serve as a member of our Board, of Directors, the proxy holders will vote in their discretion for a substitute nominee. The term of office of each person elected as a director will continue until the next annual meeting or until a successor has been elected and qualified, or until the director’s earlier death, resignation, or removal.

 

The sections titled “Directors and Executive Officers” and “Director Selection Process and Qualifications” on pages 10-1222 and 18-1934 of this proxy statement contain more information about the leadership skills and other experiences that caused the Nominating and Corporate Governance Committee and theour Board of Directors to determine that these nominees should serve as directors of Alphabet.

 

Required Vote

 

The eleven nominees receiving the highest numberWe have implemented a majority voting standard for elections of affirmative “FOR” votes shalldirectors. To be elected, a nominee must receive the affirmative FOR vote of the holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock present or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as directors.a single class. Unless marked to the contrary, proxies received will be voted “FOR”FOR these nominees.

 

Alphabet Recommendation

Our Board expects a director to tender his or her resignation if he or she fails to receive the required number of Directors recommendsvotes for re-election. If an incumbent director fails to receive the required number of votes for re-election, the Governance Committee will act on a vote FORprompt basis to determine whether to recommend that our Board accept the electiondirector’s resignation and will submit such recommendation for prompt consideration by our Board. Our Board may accept the resignation, refuse the resignation, or refuse the resignation subject to thesuch conditions as our Board of Directors of each of the abovementioned nominees.may impose. Additional details about this process are specified in our Corporate Governance Guidelines, which are available on our Investor Relations website at https://abc.xyz/investor/other/corporate-governance-guidelines/.

 

Alphabet Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION TO THE BOARD OF DIRECTORS OF EACH OF THE ABOVEMENTIONED NOMINEES.

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1

Proposal Number 2Corporate Governance

Ratification of Appointment of Independent Registered Public Accounting Firm2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

 

Proposal Number 2    Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors has appointed Ernst & Young LLP as the independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2016.2023. During the fiscal year ended December 31, 2015,2022, Ernst & Young LLP served as our independent registered public accounting firm and also provided certain audit-related, tax, and other services. See “Independent Registered Public Accounting Firm” on page 4361 of this proxy statement.

The Audit Committee believes that the continued retention of Ernst & Young LLP as our independent registered public accounting firm is in the best interests of Alphabet and our stockholders. Notwithstanding its selection, the Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interests of Alphabet and our stockholders. If our stockholders do not ratify the appointment, the Audit Committee may reconsider whether it should appoint another independent registered public accounting firm. Representatives of Ernst & Young LLP are expected to attendparticipate in the Annual Meeting, where they will be available to respond to appropriate questions and, if they desire, to make a statement.

 

Required Vote

 

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20162023 requires the affirmative “FOR”FOR vote of the holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class. Unless marked to the contrary, proxies received will be voted “FOR”FOR ratification of the appointment of Ernst & Young LLP.

 

Alphabet Recommendation

 

Our Board of Directors recommends a vote FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023.

 

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1

Proposal Number 3Corporate Governance

Approval of Amendment s to Alphabet’s 2012 Stock Plan2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

 

Proposal Number 3    Approval of the Amendment and Restatement of Alphabet Inc. Amended and Restated 2021 Stock Plan

At the Annual Meeting, stockholders will be asked to approve amendments tothe amendment and restatement of the Alphabet Inc. 2012Amended and Restated 2021 Stock Plan as amended (the Plan), in order to (1) increase the maximum number of shares of our Class C capital stock that may be issued under the Plan by 11,500,000170,000,000¹ shares. The amended and restated Plan also includes a recoupment provision and certain revisions to clarify the treatment of awards during an authorized leave of absence.

In April 2023, the Compensation Committee recommended, and our full Board adopted, subject to stockholder approval, the amendment and restatement of the Plan, which increases the share reserve by 170,000,000 shares of Class C capital stock. Our stockholders have previously authorized us to issue under the Plan up to a total of 1,280,200,040 shares of Class C capital stock, subject to adjustment upon certain changes in our capital structure.

The Compensation Committee and our full Board believe that in order to successfully attract and retain the best possible candidates, we must continue to offer a competitive equity incentive program. The proposed share reserve increase would allow Alphabet to continue its current granting practices.

As of December 31, 2022, of the 1,280,200,040 shares of Class C capital stock authorized for issuance under the Plan, 706,859,701 shares of stock remained available for future grants of stock awards, a number that the Compensation Committee and our full Board believes to be insufficient to meet our anticipated needs. Therefore, the Compensation Committee recommended, and our full Board approved, subject to stockholder approval, an increase in the maximum number of shares of Class C capital stock issuable under the Plan by 170,000,000 shares to a total of 1,450,200,040 shares of our Class C capital stock, subject to adjustment upon certain changes in our capital structure.

Further, in April 2023, the Compensation Committee recommended, and our full Board adopted, amendments to the Plan to: (1) reflect Alphabet’s entitlement to recoup compensation, to the extent permitted or required by applicable law, Alphabet policy and/or the requirements of an exchange on which the Alphabet’s shares of Capital Stock are listed for trading, including recoupment of incentive compensation from executive officers in compliance with the SEC’s recently adopted clawback rules; and (2) capclarify that the aggregate amounts of stock-based and cash-based awards which may be granted under the Plan to any non-employee member of the Board of Directors in respect of any calendar year, solely with respect to his or her servicewill be subject to the Board of Directors, at $1,500,000,company’s leave policies as may be in effect from time to time.

 

	1.	In March 2016, the Leadership Development and Compensation Committee recommended and the full Board of Directors adopted, subject to stockholder approval, an amendment to the Plan to increase the share reserve by 11,500,000 shares of Class C capital stock. Our stockholders have previously authorized us to issue under the Plan up to a total of 47,000,000 shares of Class C capital stock, subject to adjustment upon certain changes in our capital structure.
		The Leadership Development and Compensation Committee and the full Board of Directors believe that in order to successfully attract and retain the best possible candidates, we must continue to offer a competitive equity incentive program. As of December 31, 2015, 23,336,944 shares of our Class C capital stock remained available for future grant of stock awards under the Plan, a number that the Leadership Development and Compensation Committee and the full Board of Directors believes to be insufficient to meet our anticipated needs. Therefore, the Leadership Development and Compensation Committee recommended, and the full Board of Directors approved, subject to stockholder approval, an amendment to increase the maximum number of shares of Class C capital stock issuable under the Plan by 11,500,000 shares to a total of 58,500,000 shares of our Class C capital stock, subject to adjustment upon certain changes in our capital structure.
	2.	The Plan allows for grants of cash-based and stock-based awards to non-employee members of the Board of Directors for their services to the Board of Directors. In April 2016, the Leadership Development and Compensation Committee and the Nominating and Corporate Governance Committee adopted, subject to stockholder approval, an amendment to the Plan to cap the aggregate amounts of stock-based and cash-based awards which may be granted under the Plan to any non-employee member of the Board of Directors in respect of any calendar year, solely with respect to his or her service to the Board of Directors, at $1,500,000.
		We seek to follow corporate governance best practices. As a result, we are seeking stockholder approval of award limitations for non-employee members of our Board of Directors in order to establish meaningful and appropriate guidelines regarding their compensation.

Summary of the Plan

 

The material features of the Plan are summarized below. This summary is qualified in its entirety by reference to the full text of the Plan, which is set forth inAppendix A to this proxy statement.

 

Purpose

 

The Board of Directors of Google originally adopted the Plan in April 2012, and it was subsequently approved by the stockholders of Google in June 2012. The Plan was then amended by the Board of Directors of Google in April 2015, and such amendment was subsequently approved by the stockholders of Google in June 2015. The Plan was assumed by Alphabet in October 2015. The Plan is intended to promote the interests of Alphabet and its subsidiaries (collectively, the Company)company) and its stockholders by providing the employees and consultants of the Companycompany and members of theour Board of Directors with incentives and rewards to encourage them to continue in the service of the Companycompany and with a proprietary interest in pursuing the long-term growth, profitability and financial success of the Company.company.

 

Administration

 

The Leadership Development and Compensation Committee administersshall administer the Plan in accordance with its terms. The Leadership Development and Compensation Committee has full discretionary authority to administer the Plan, including, without limitation, the authority to (1) designate the employees and consultants of the Company and members of theour Board of Directors who shall be granted incentive awards under the Plan and the amount, type and other terms and conditions of such incentive awards, and (2) interpret and construe any and all provisions of the Plan and the terms of any incentive award (and any agreement evidencing the grant of an incentive award). The Leadership Development and Compensation Committee may exercise all discretion granted to it under the Plan in a non-uniform manner among participants. The Leadership Development and Compensation Committee

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may delegate to a subcommittee of one or more members of theour Board of Directors or employees of the Companycompany the authority to grant incentive awards, subject to such limitations as the Leadership Development and Compensation Committee shall specify and to the requirements of applicable law.

 

Eligibility

 

1

On July 15, 2022, Alphabet executed a 20-for-one stock split with a record date of July 1, 2022, effected in the form of a one-time special stock dividend on each share of Class A common stock, Class B common stock, and Class C capital stock. All references made to the number of shares in this proposal and in the Plan, as well as all outstanding awards, reflect the stock dividend in accordance with the terms of the Plan.

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1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

Eligibility

Any employee or consultant of, or person who renders services directly or indirectly to, the Companycompany and any member of theour Board of Directors is eligible for selection by the Leadership Development and Compensation Committee to receive an incentive award under the Plan (such a person who is selected to receive an incentive award is referred to herein as a participant). As of MarchDecember 31, 2016,2022, the Companycompany had 64,115 full-timeapproximately 190,234 employees and eleven members of theour Board of Directors (including fourthree employee directors).

 

Shares Subject to the Plan

 

Currently, the maximum number of shares of Class C capital stock that may be covered by incentive awards granted under the Plan shall not exceed 47,000,0001,280,200,040 shares in the aggregate. Currently,aggregate, and the maximum number of shares of Class C capital stock that may be covered by incentive awards granted under the Plan that are intended to be incentive stock options (ISOs) shall not exceed 47,000,0001,280,200,040 shares in the aggregate. As of December 31, 2015, 23,336,9442022, of the 1,280,200,040 shares of our Class C capital stock authorized for issuance under the Plan, 706,859,701 shares of stock remained available for future grantgrants of stock awards under the Plan.awards. Assuming stockholders approve this proposal, a total of 58,500,0001,450,200,040 shares of Class C capital stock will have been authorized and reserved for issuance pursuant to the Plan. Assuming stockholders approve this proposal, the maximum number of shares of Class C capital stock that may be covered by incentive awards granted under the Plan that are intended to be ISOs shall not exceed 58,500,000.1,450,200,040.

 

For purposes of these maximum share limitations, shares of Class C capital stock shall only be counted as used to the extent that they are actually issued and delivered to a participant (or such participant’s permitted transferees as described in the Plan) pursuant to the Plan. Accordingly, if an incentive award is settled for cash or if shares of Class C capital stock are withheld to pay the exercise price of a stock option or to satisfy any tax withholding requirementrequirements in connection with an incentive award, only the shares issued (if any), net of the shares withheld, will be deemed delivered for purposes of determining the number of shares of Class C capital stock that are available for delivery under the Plan. In addition, shares of Class C capital stock related to incentive awards that expire, are forfeited or cancelled, or terminate for any reason without the issuance of shares shall not be treated as issued pursuant to the Plan. In addition, if shares of Class C capital stock owned by a participant (or such participant’s permitted transferees as described in the Plan) are tendered (either actually or through attestation) to the Companycompany in payment of any obligation in connection with an incentive award, the number of shares tendered shall be added to the number of shares of Class C capital stock that are available for delivery under the Plan. Notwithstanding anything to the contrary herein, shares of Class C capital stock attributable to incentive awards transferred under any incentive award transfer program (as described below) shall not again be available for delivery under the Plan. As of April 11, 2016,4, 2023, the market value of a share of Class C capital stock was $736.10.$105.12 (representing the closing price on NASDAQ on such day).

 

Award Types

 

The Plan permits grants of the following types of incentive awards subject to such terms and conditions as the Leadership Development and Compensation Committee shall determine, consistent with the terms of the Plan: (1) stock options, including stock options intended to qualify as ISOs, (2) other stock-based awards, including in the form of stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share-denominated performance units and (3) cash awards. Subject to the terms and conditions set forth in the Plan, incentive awards may be settled in cash or shares of Class C capital stock and may be subject to performance-based and/or service-based conditions. Cash awards shall, other than in the case of any cash awards granted to non-employee members of the Board of Directors, and all other incentive awards may, be designed to qualify as “performance-based compensation” within the meaning of Section 162(m) (Performance-Based Compensation).

 

Stock Options

 

The Plan permits the Leadership Development and Compensation Committee to grant stock options, including ISOs, which are stock options that are designated by the Leadership Development and Compensation Committee as incentive stock options and which meet the applicable requirements of incentive stock options pursuant to Section 422 of the Code, subject to certain terms and conditions.

 

Exercise PricePrice. . The exercise price per share of Class C capital stock covered by a stock option shall not be less than 100% of the fair market value of a share of Class C capital stock on the date on which such stock option is granted. For this purpose, fair market value (Fair Market Value) is determined as being equal to the closing sales price on the date of grant or, if not so reported for such day, the immediately preceding business day, of a share of Class C capital stock as reported on the principal securities exchange on which shares of Class C capital stock are listed and admitted to trading.

 

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Terms Applicable to Stock OptionsOptions. . A stock option granted to a participant under the Plan allows a participant to purchase up to a specified total number of shares of Class C capital stock at a specified exercise price per share during specified time periods, each as determined by the Leadership Development and Compensation Committee in its discretion, provided that no stock option may have a term of longer than ten (10) years.

 

Additional Terms for ISOs.Stock options granted under the Plan that are intended to qualify as ISOs are subject to certain additional terms and conditions as set forth in the Plan, including: (1) each stock option that is intended to qualify as an ISO must be designated as an ISO in the agreement evidencing its grant, (2) ISOs may only be granted to individuals who are employees of the Company,

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1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

(3) the aggregate Fair Market Value (determined as of the date of grant of the ISOs) of the number of shares of Class C capital stock with respect to which ISOs are exercisable for the first time by any participant during any calendar year under all plans of the Company shall notcannot exceed $100,000, or such other maximum amount as is then applicable under Section 422 of the Code and (4) no ISO may be granted to a person who, at the time of the proposed grant, owns (or is deemed to own under the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of common stock of the Company unless (a) the exercise price of such ISO is at least one hundred ten percent (110%) of the Fair Market Value of a share of Class C capital stock at the time such ISO is granted, and (b) such ISO is not exercisable after the expiration of five years from the date it is granted. Any stock option granted under the Plan that is designated as an ISO but for any reason fails to meet the requirements of an ISO shall be treated under the Plan as a nonstatutory stock option.

 

Repricing PermittedProhibited. . The Plan permits Alphabet tomay not reprice any stock option granted under the Plan without the approval of the stockholders of Alphabet. For this purpose, “reprice” means (1) any of the following or any other action that has the same effect: (a) lowering the exercise price of a stock option after it is granted, (b) any other action that is treated as a repricing under GAAP,U.S. generally accepted accounting principles (GAAP), or (c) cancelling a stock option at a time when its exercise price exceeds the fair market value of the underlying Class C capital stock, in exchange for another stock option, restricted stock or other equity, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction;transaction, and (2) any other action that is considered to be a repricing under formal or informal guidance issued by NASDAQ.

 

Performance-Based Awards

Term

 

The Leadership Development and Compensation Committee may grantNo grants of incentive awards that are intended to qualify as Performance-Based Compensation pursuant to the Plan. Unless otherwise specified in the agreement evidencing the grant of an incentive award that is intended to qualify as Performance-Based Compensation, the Leadership Development and Compensation Committee may, in its discretion, reduce or eliminate the amount payable to any participant with respect to the incentive award, based on such factors as the Leadership Development and Compensation Committee may deem relevant, but the Leadership Development and Compensation Committee may not increase any such amount above the amount established in accordance with the relevant objective performance formula applicable to the incentive award. For purposes of clarity, the Leadership Development and Compensation Committee may exercise the discretion provided by the foregoing sentence in a non-uniform manner among participants.

The performance goals upon which the payment or vesting of any incentive award (other than stock options and stock appreciation rights) that is intended to qualify as Performance-Based Compensation depends shall relate to one or more of the following performance measures: market price of Class C capital stock, earnings per share of Class C capital stock, income, net income or profit (before or after taxes), economic profit, operating income, operating margin, profit margin, gross margin, return on equity or stockholder equity, total shareholder return, market capitalization, enterprise value, cash flow (including but not limited to operating cash flow and free cash flow), cash position, return on assets or net assets, return on capital, return on invested capital, return on sales, stockholder returns, economic value added, cash value added, earnings or net earnings (before or after interest, taxes, depreciation and amortization), earnings from continuing operations, operating earnings, controllable profits, sales or revenues, sales growth, new orders, capital or investment, ratio of debt to debt plus equity, ratio of operating earnings to capital spending, new product innovation, product release schedules or ship targets, market share, cost reduction goals, inventory or supply chain management initiatives, budget comparisons, implementation or completion of specified projects or processes, customer satisfaction MBOs (management by objectives), productivity, expense, margins, operating efficiency, working capital, the formation of joint ventures, research or development collaborations, or the completion of other transactions, any other measure of financial performance that can be determined pursuant to GAAP, or any combination of any of the foregoing.

A performance goal (1) may relate to the performance of the participant, Alphabet, a subsidiary of Alphabet, the Company, any business group, business unit or other subdivision of the Company, or any combination of the foregoing, as the Leadership Development and Compensation Committee deems appropriate and (2) may be expressed as an amount, as an increase or decrease over a specified period, as a relative comparison to the performance of a group of comparator companies or a published or special index, or any other external measure of the selected performance criteria, as the Leadership Development and Compensation Committee deems appropriate. The measurement of any performance goal may exclude the impact of unusual, non-recurring or extraordinary items or expenses; items relating to financing activities; charges for restructurings or productivity initiatives; other

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non-operating items; discontinued operations; items related to the disposal of a business or segment of a business; the cumulative effect of changes in accounting treatment; items related to a change in accounting principle; items related to changes in applicable laws or business conditions; any impact of impairment of tangible or intangible assets; any impact of the issuance or repurchase of equity securities and or other changes in the number of outstanding shares of any class of Alphabet equity securities; any gain, loss, income or expense attributable to acquisitions or dispositions of stock or assets; items attributable to the business operations of any entity acquired by Alphabet during a performance period; stock-based compensation expense; in-process research and development expense; future contributions to the Google Foundation; gain or loss from all or certain claims and/or litigation and insurance recoveries; items that are outside the scope of Alphabet’s core, on-going business activities; and any other items, each determined in accordance with GAAP and as identified in Alphabet’s audited financial statements, including the notes thereto.

Within ninety (90) days after the beginning of a performance period for an incentive award intended to qualify as Performance-Based Compensation, and in any case before twenty-five percent (25%) of the performance period has elapsed, the Leadership Development and Compensation Committee shall establish written, objective performance goals for the incentive awards to be earned over the performance period. Performance periods may be overlapping.

The maximum number of shares of Class C capital stock that may be covered by incentive awards intended to qualify as Performance-Based Compensation that are granted to any one participant who is an executive officer of Alphabet in any calendar year shall not exceed 1,000,000 shares. The amount payable to any executive officer of Alphabet with respect to any calendar year for all incentive awards settled in cash shall not exceed $100 million. For this purpose, “amount payable with respect to any calendar year” means the amount of cash, or value of other property, required to be paid based on the achievement of applicable performance goals during a performance period that ends in a calendar year, disregarding any deferral pursuant to the terms of a deferred compensation plan unless the terms of the deferral are intended to comply with the requirements for Performance-Based Compensation.

For purposes of clarity, the foregoing provisions described in this section apply only to incentive awards grantedmade under the Plan that are intended to qualify as Performance-Based Compensation and do not limit the Leadership Development and Compensation Committee’s discretion to determine the terms and conditions of performance-based incentive awards granted under the Plan that are not intended to qualify as Performance-Based Compensation. In addition, the Leadership Development and Compensation Committee may, subject to the terms of the Plan, amend previously granted incentive awards in a way that disqualifies them as Performance-Based Compensation.after June 2, 2033.

 

Non-Employee Director Awards

 

Assuming stockholders approve this proposal, anyAny awards granted to non-employee members of theour Board of Directors under the Plan in respect of any calendar year, solely with respect to his or her service to theour Board, of Directors, may not exceed $1,500,000, based on the aggregate value of cash-based awards and the fair market value of any stock-based awards granted under the Plan, in each case determined as of the date of grant. TheOur Board of Directors will reassess this cap at least once every five years. As of April 11, 2016,December 31, 2022, there were seveneight non-employee members of the Board of Directors.our Board.

 

Incentive Award Transfer Program

Each of the Board of Directors and the Leadership Development and Compensation Committee has the authority under the Plan to implement a program, which would permit participants the opportunity to transfer any outstanding incentive awards to a financial institution or other person selected by the Board of Directors or the Leadership Development and Compensation Committee.

Amendment and Termination

 

TheOur Board of Directors may at any time suspend or discontinue the Plan or revise or amend the Plan in any respect whatsoever, provided that to the extent that any applicable law, tax requirement or rule of a stock exchange requires stockholder approval in order for any such revision or amendment to be effective, such revision or amendment shall not be effective without such approval. No amendment will be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code. Except as expressly provided in the Plan, no action under the Plan may, without the consent of a participant, reduce the participant’s rights under any previously granted and outstanding incentive award.

 

Adjustments Upon Certain Changes

 

The Plan includes provisions that require or permit the Leadership Development and Compensation Committee to make certain adjustments upon the occurrence of specified events, including provisions that provide as follows: (1) upon the occurrence of certain events affecting the capitalization of Alphabet such as a recapitalization or stock split, the Leadership Development and Compensation Committee shall make appropriate adjustments in the type and maximum number of shares available for issuance under the Plan and the limits described above for ISOs and for incentive awards intended to be Performance-Based Compensation that are granted to executive officers of Alphabet,ISOs; (2) in the event of an increase or decrease in the number or type of issued shares of common or capital stock of Alphabet without receipt or payment of consideration by the Company, the Leadership Development

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and Compensation Committee shall appropriately adjust the type or number of shares subject to each outstanding incentive award and the exercise price per share, if any, of shares subject to each such incentive award,award; (3) in the event of a merger or similar transaction as a result of which the holders of shares of Class C capital stock receive consideration consisting exclusively of securities of the surviving corporation in such transaction, the Leadership Development and Compensation Committee shall appropriately adjust each outstanding incentive award so that it pertains and applies to the securities which a holder of the number of shares of Class C capital stock subject to such incentive award would have received in such transaction,transaction; and (4) upon the occurrence of certain specified extraordinary corporate transactions, such as a dissolution or liquidation of Alphabet, sale of all or substantially all of the Company’scompany’s assets, and certain mergers involving Alphabet, and upon any other corporate change, including, but not limited to an extraordinary cash dividend, spin-off or the sale of a subsidiary or business unit, the Leadership Development and Compensation Committee has discretion to make certain adjustments to outstanding incentive awards, cancel outstanding incentive awards and provide for cash payments to participants in consideration of such cancellation, or provide for the exchange of outstanding incentive awards.

 

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1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

Summary of Federal Income Tax Consequences of Awards

 

ISOs.A participant who is granted an ISO does not recognize taxable income at the time the ISO is granted or upon its exercise, but the excess of the aggregate fair market value of the shares acquired on the exercise date (ISO shares) over the aggregate exercise price paid by the participant is included in the participant’s income for alternative minimum tax purposes. Upon a disposition of the ISO shares more than two years after grant of the ISOs and one year after exercise of the ISOs, any gain or loss is treated as long-term capital gain or loss. In such case, Alphabet would not be entitled to a deduction. If the participant sells the ISO shares prior to the expiration of these holding periods, the participant recognizes ordinary income at the time of disposition equal to the excess, if any, of the lesser of (1) the aggregate fair market value of the ISO shares at the date of exerciseexercise; and (2) the amount received for the ISO shares, over the aggregate exercise price previously paid by the participant. Any gain or loss recognized on such a premature disposition of the ISO shares in excess of the amount treated as ordinary income is treated as long-term or short-term capital gain or loss, depending on how long the shares were held by the participant prior to the sale. The amount of ordinary income recognized by the participant is subject to payroll taxes. Alphabet is entitled to a deduction at the same time and in the same amount as the participant recognizes ordinary income.

 

Nonstatutory Stock OptionsOptions. . A participant who is granted a stock option that is not an ISO (a nonstatutory stock option) does not recognize any taxable income at the time of grant. Upon exercise, the participant recognizes taxable income in an amount equal to the aggregate fair market value of the shares subject to the nonstatutory stock options over the aggregate exercise price of such shares. Any taxable income recognized in connection with the exercise of nonstatutory stock options by an employee is subject to payroll taxes. Alphabet is entitled to a deduction at the same time and in the same amount as the participant recognizes ordinary income. The participant’s basis in the option shares will be increased by the amount of ordinary income recognized. Upon the sale of the shares issued upon exercise of the nonstatutory stock options, any further gain or loss recognized will be treated as long-term or short-term capital gain or loss, depending on how long the shares were held by the participant prior to the sale.

 

Restricted Stock and Restricted Stock UnitsUnits. . A participant will not recognize income at the time a restricted stock award is granted. When the restrictions lapse with regard to any installmentportion of restricted stock, the participant will recognize ordinary income in an amount equal to the fair market value of the shares with respect to which the restrictions lapse, unless the participant elected to realize ordinary income in the year the award is granted in an amount equal to the fair market value of the restricted stock awarded, determined without regard to the restrictions. A participant will not recognize income at the time an award of restricted stock units (GSUs) or performance-based restricted stock units (PSUs) is granted. TheWhen GSUs or PSUs vest, the participant will recognize ordinary income at the time the GSUs vest, in an amount equal to the cash paid or to be paid or the fair market value of the shares delivered or to be delivered. The amount of ordinary income recognized by the participant is subject to payroll taxes. Alphabet is entitled to a deduction at the same time and in the same amount as the participant recognizes ordinary income.

 

Performance-Based AwardsAwards. . A participant will not recognize income at the time of grant of a performance-based award. The participant will recognize ordinary income at the time the performance-based award vests in an amount equal to the dollar amount, or the fair market value of the shares of Class C capital stock, subject to the award. The amount of ordinary income recognized by the participant is subject to payroll taxes. Alphabet is entitled to a deduction at the same time and in the same amount as the participant recognizes ordinary income.

 

Section 162(m) Compensation Deduction LimitationLimitation. . In general, Section 162(m) limits Alphabet’s compensation deduction to $1,000,000 paid in any tax year to any “covered employee” as defined under Section 162(m). This deduction limitation does not apply to certain types of compensation, including Performance-Based Compensation. The terms, as amended. A “covered employee” includes each individual who served as Alphabet’s Chief Executive Officer or Chief Financial Officer at any time during the taxable year, each of the Plan permit, but do not require, Alphabet to grant performance-based awards underthree other most highly compensated officers of the Plan that meetCompany for the requirementstaxable year, and any other individual who was a covered employee of Performance-Based Compensation so that such awards will be deductible by Alphabetthe company for federal incomethe preceding tax purposes.year beginning after December 31, 2016.

 

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF U.S. FEDERAL INCOME TAXATION WITH RESPECT TO THE GRANT AND EXERCISE OF AWARDS UNDER THE PLAN. IT DOES NOT PURPORT TO BE COMPLETE AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF AN INDIVIDUAL’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH ANY ELIGIBLE INDIVIDUAL MAY RESIDE.

 

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Plan Benefits

 

The amount and timing of awards granted under the Plan are determined in the sole discretion of the administrator and therefore cannot be determined in advance. The future awards that would be received under the Plan by executive officers and other employees are discretionary and are therefore not determinable at this time.

 

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1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

Required Vote

 

Approval of the proposed amendments toamendment and restatement of the Plan requires the affirmative "FOR" vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Unless marked to the contrary, proxies received will be voted "FOR" approval of amendments to increase the maximum number of shares of our Class C capital stock that may be issued under the Plan by 11,500,000170,000,000 shares and to caprequires the aggregate amounts of stock-based and cash-based awards which may be granted under the Plan to any non-employee memberaffirmative FOR vote of the Boardholders of Directors in respecta majority of any calendar year, solely with respectthe voting power of Alphabet’s shares of Class A common stock and Class B common stock present or represented by proxy at the Annual Meeting and entitled to his or her servicevote thereon, voting together as a single class. Unless marked to the Boardcontrary, proxies received will be voted FOR approval of Directors, at $1,500,000.the amendment and restatement of the Plan.

 

Alphabet Recommendation

 

We believe strongly that the approval of the amendment toincrease in the Plan to increase the number shares of Class C capital stock issuable under the Plan by 11,500,000170,000,000 shares is essential to our continued success. Our employees are among our most valuable assets. Equity awards provided under the Plan are vital to our ability to attract and retain outstanding and highly skilled individuals. Such awards also are crucial to our ability to motivate employees to achieve our goals.

Further, we seek to follow corporate governance best practices. As a result, we are seeking stockholder approval of award limitations for non-employee members of our Board of Directors in order to establish meaningful and appropriate guidelines regarding their compensation.

For the reasons stated above the stockholders are being asked to approve the amendments to the Plan.

 

Our Board of Directors recommends a vote FOR the approval of amendments to increase the number of Class C capital stock issuable under the Plan by 11,500,000 shares and to cap the aggregate amounts of stock-based and cash-based awards which may be granted under the Plan to any non-employee member of the Board of Directors in respect of any calendar year, solely with respect to his or her service to the Board of Directors, at $1,500,000.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE ALPHABET INC. AMENDED AND RESTATED 2021 STOCK PLAN TO INCREASE THE NUMBER OF SHARES OF CLASS C CAPITAL STOCK ISSUABLE UNDER THE PLAN BY 170,000,000 SHARES.

 

ALPHABET INC.● | 2016 Proxy Statement2023 PROXY STATEMENT        5270

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Proposal Number 4

Approval of an Amendment to Google’s Fourth Amended and Restated Certificate of Incorporation

General

On October 2, 2015, Google implemented the Reorganization pursuant to Section 251(g) of the General Corporation Law of the State of Delaware (the DGCL). As a result of the Reorganization, Google became a direct, wholly owned subsidiary of a new public holding company, Alphabet.

As required by Section 251(g), Google’s Fourth Amended and Restated Certificate of Incorporation, as amended in connection with the Reorganization (the Google Charter), provides that all acts or transactions involving Google, other than the election or removal of directors, that require the approval of Alphabet as Google’s sole stockholder will also require the approval of Alphabet’s stockholders by the same vote as is required by the DGCL and the Google Charter (the Pass-Through Provision). Absent a provision like the Pass-Through Provision, there is no general requirement under Delaware law that stockholders of a parent entity vote on transactions involving the parent entity’s wholly owned subsidiaries.

Accordingly, the Pass-Through Provision permits stockholders of Alphabet, the public holding company, to have direct voting rights as to matters affecting Alphabet’s subsidiary, Google that would otherwise only require the approval of Alphabet, as sole stockholder. This is highly unusual for a public holding company and restricts Alphabet’s flexibility to realize the desired effects of the Reorganization.

For example, the Pass-Through Provision would require Google to obtain approval from Alphabet’s stockholders, in addition to obtaining the approval of its sole stockholder, Alphabet, prior to making amendments to the Google Charter. As was required by Section 251(g) of the DGCL, the Google Charter is substantially identical to Alphabet’s Amended and Restated Certificate of Incorporation (the Alphabet Charter), with the exception of the Pass-Through Provision and the provision relating to its authorized share capital. However, now that Alphabet is the public holding company, certain amendments to the Google Charter are desired in order to eliminate duplicative and unnecessary provisions in the Google Charter. For instance, as a result of the Reorganization, Google’s shares are no longer listed for trading on any stock exchange, and thus references in the Google Charter to stock exchange rules and regulations governing listed companies are no longer applicable and should be eliminated.

Additionally, provisions in the Google Charter that establish committees of the board of directors result in a duplicative corporate board and committee structure at Google and Alphabet, which poses an administrative burden on both companies. The removal of the Pass-Through Provision would allow Alphabet to consider additional Google Charter amendments such as these without a special vote of Alphabet’s stockholders for each amendment. This is critical to allowing Alphabet to operate its public holding company structure effectively.

The Pass-Through Provision would also require Google to seek approval from both Alphabet and Alphabet’s stockholders prior to taking certain intercompany actions, such as a merger of Google with another wholly owned subsidiary of Alphabet. Furthermore, under the DGCL and pursuant to the Pass-Through Provision in Google’s Charter, certain corporate acts, such as a conversion from a corporation into a limited liability company (which can facilitate intercompany transactions) or a change in corporate domicile, would require the unanimous approval of all of Alphabet’s stockholders, in addition to the approval of Alphabet as the sole stockholder of Google. Obtaining unanimous consent from all of a public corporation’s stockholders would be both impractical and unrealistic.

The Board of Directors believes that the deletion of the Pass-Through Provision will provide Alphabet with the flexibility to manage its organization under the holding company structure more efficiently and effectively. Our Board of Directors therefore seeks approval from Alphabet’s stockholders to amend the Google Charter in order to remove the Pass-Through Provision. Among other things, the elimination of the Pass-Through Provision would allow Alphabet, as the sole stockholder of Google, to approve certain corporate acts relating to its wholly owned subsidiary Google, without requiring the additional approval of Alphabet’s stockholders.

The Pass-Through Provision that would be eliminated by the proposed amendment reads as follows:

Any act or transaction by or involving the Corporation, other than the election or removal of directors of the Corporation, that requires for its adoption under the General Corporation Law of the State of Delaware or this Certificate of Incorporation the approval of the stockholders of the Corporation shall, in accordance with Section 251(g) of the General Corporation Law of the State of Delaware,require, in addition, the approval of the stockholders of Alphabet Inc. (or any successor thereto by merger), by the same vote as is required by the General Corporation Law of the State of Delaware and/or this Certificate of Incorporation.

A complete copy of the proposed amendment is attached to this proxy statement asAppendix B.

ALPHABET INC. | 2016 Proxy Statement    53

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Board Rationale

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Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

 

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015, we undertook the Reorganization and created a new holding company operating structure

Proposal Number 4    Advisory Vote to increase management scale and focus on running our diverse businesses independently, with the goal of maximizing each of the business’s potential. As was required by Section 251(g) of the DGCL, the Google Charter was amended pursuantApprove Compensation Awarded to the Reorganization to adopt the Pass-Through Provision. With the exception of the Pass-Through Provision and the provision relating to Google’s authorized share capital, the Google Charter and Alphabet Charter are currently substantially identical.

Named Executive Officers

 

The Pass-Through Provision requires Google to obtain the vote of Alphabet’s stockholders, in addition to obtaining the vote of its sole stockholder, Alphabet, before Google takes certain actions requiring stockholder approval, such as a merger involving Google or an amendment to the Google Charter. Absent a provision like the Pass-Through Provision, there is no general requirement under Delaware law that stockholders of a parent entity vote on transactions or acts involving the parent entity’s wholly owned subsidiaries.

The deletion of the Pass-Through Provision will put Alphabet in the same position as substantially all other public holding companies that operate through multiple subsidiaries. It is uncommon in business organizations that operate in a holding company structure for the stockholders of the holding company to have direct voting rights as to matters that affect only subsidiaries of the holding company. By removing this requirement, Alphabet will gain the flexibility and efficiency currently realized by nearly all other companies who operate under the same, or similar, holding company and subsidiary structure. Additionally, the removal of the Pass-Through Provision will allow Google to implement further amendments to the Google Charter to eliminate duplicative and inapplicable charter provisions that are no longer reflective of our current holding company structure.

Furthermore, under Delaware law, certain acts, such as a change in domicile or the conversion of a wholly owned subsidiary from a corporation into a limited liability company, would require the approval of the parent corporation as the sole stockholder of the subsidiary, but would not normally require a vote of the stockholders of the parent corporation. However, if the Pass-Through Provision remains in place, such acts would require the unanimous approval of Alphabet’s stockholders because Section 390 and Section 266 of the DGCL require the unanimous approval of all of a corporation’s stockholders in order for a corporation to change its domicile or convert to a limited liability company, respectively. The Pass-Through Provision passes that required unanimous vote through to Alphabet’s stockholders.

Obtaining the unanimous approval of all stockholders of a public corporation is not a realistic option. Moreover, even for matters not requiring a unanimous vote, scheduling such a vote, whether at a regular annual stockholders meeting or at a special meeting, would delay the completion of the desirable actions and add to their cost. In order to avoid such delay and cost, and to provide maximum flexibility and efficiency under the existing holding company structure, Alphabet proposes to eliminate the Pass-Through Provision from the Google Charter. Following the removal of the Pass-Through Provision from the Google Charter, stockholders of Alphabet will continue to have the voting rights typically provided to stockholders of a holding company by Delaware law.

Impact on Stockholder Rights

Removing the Pass-Through Provision from the Google Charter would have no effect on the right of stockholders of Alphabet to vote on matters relating to Alphabet, such as a merger or consolidation of Alphabet, a sale of all or substantially all of Alphabet’s assets, amendments to Alphabet’s certificate of incorporation, or any other acts or transactions requiring the approval of Alphabet stockholders under applicable law. If the proposed amendment is approved by Alphabet’s stockholders and effected, then the pass-through voting requirement at Google would be eliminated, and Alphabet would no longer be required to obtain the additional approval of Alphabet’s stockholders for acts or transactions by or involving Google in the manner currentlyAs required by the Pass-Through Provision.SEC’s proxy rules, we are seeking an advisory, non-binding stockholder vote with respect to compensation awarded to our named executive officers.

 

Our executive compensation program and compensation paid to our named executive officers are described on pages 46-58 of this proxy statement. Our compensation programs are overseen by the Compensation Committee and reflect our philosophy to pay all of our employees, including our named executive officers, in ways that support three primary business objectives:

●	Attract and retain the world’s best talent.
●	Support our culture of innovation and performance.
●	Align employee and stockholder interests.

We believe in pay for performance, which is reflected in our compensation design. The proportion of overall pay tied to performance is higher for employees at more senior levels in the organization, including our named executive officers, reflecting their opportunity to have more impact on company performance.

You are being asked to approve, on an advisory basis, the compensation awarded to Alphabet’s named executive officers as disclosed under SEC rules, including the Compensation Discussion and Analysis, the compensation tables, and related narrative disclosures included in this proxy statement.

Required Vote

 

Approval of the stockholderthis proposal requires the affirmative “FOR” vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the issued and outstanding shares of Class A common stock and Class B common stock of Alphabet then entitled to vote thereon, voting together as a single class. Unless marked to the contrary, proxies received will be voted “FOR” the approval of the adoption of amendment of the Google Charter to remove the Pass-Through Provision.

Alphabet Recommendation

Our Board of Directors recommends a vote FOR the approval of the adoption of amendment of the Google Charter to remove the Pass-Through Provision.

ALPHABET INC. | 2016 Proxy Statement    54

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STOCKHOLDER PROPOSALS

Proposal Numbers 5-10 are proposals we received from our stockholders. If the proponents of these proposals, or representatives who are qualified under state law, are present at our Annual Meeting and submit the proposals for a vote, then the proposals will be voted upon. The stockholder proposals, including any supporting statements, are included exactly as submitted to us by the proponents of these proposals. The Board of Directors’ recommendation on each proposal is presented immediately following our opposing statement to the proposal. We will promptly provide you with the address, and, to our knowledge, the number of voting securities held by the proponents of the stockholder proposals, upon receiving a written or oral request directed to:

Alphabet Inc.	Email: corporatesecretary@abc.xyz	(650) 471-4113
Attn: Corporate Secretary
1600 Amphitheatre Parkway
Mountain View, California 94043

ALPHABET INC. | 2016 Proxy Statement    55

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Proposal Number 5

Stockholder Proposal Regarding Equal Shareholder Voting

John Chevedden, James McRitchie, Myra K. Young and the NorthStar Asset Management Funded Pension Plan, as co-lead filers, have advised us that they intend to submit the proposal set forth below for consideration at our Annual Meeting.

Give Each Share an Equal Vote – Proposal 5

RESOLVED: Shareholders request that our Board take all practicable steps in its control toward initiating and adopting a recapitalization plan for all outstanding stock to haveone vote per share.This would include efforts at the earliest practicable time toward encouragement and negotiation with Class B shareholders to request that they relinquish, for the common good of all shareholders, any preexisting rights. This is not intended to unnecessarily limit our Board’s judgment in crafting the requested change in accordance with applicable laws and existing contracts.

SUPPORTING STATEMENT:

In our company’s dual-class voting structure, each share of Class A common stock has one vote and each share of Class B common stock has 10 votes. As a result, Mr. Page and Mr. Brin currently control over 52% of our company’s total voting power. This raises concerns that the interests of public shareholders may be subordinated to those of our co-founders.

By allowing certain stock to have more voting power than other stock our company takes our public shareholder money but does not let us have an equal voice in our company’s management. Without a voice, shareholders cannot hold management accountable. For example, despite the fact that more than 85% of outsiders (average shareholders) voted AGAINST the creation of a third class of stock (class C), the weight of the insiders’ 10 votes per share allowed the passage of this proposal.

As of December 14, 2015, Institutional Shareholder Services (ISS), which rates companies on risk, gave our company a 10, its highest risk category, for shareholder rights and compensation.

News Corp. is another company like ours. “If you are buying shares in [News Corp.], it’s buyer beware,” says Sydney Finkelstein, a professor at Dartmouth’s Tuck School of Business. “There is no management or leadership reason to have two classes of stock except to retain control.” The Council of Institutional Investors asked NASDAQ and NYSE to stop listing new companies with dual share classes.

The 2015 version of this proposal won 185 million yes-votes.

Please vote to protect shareholder value:

Give Each Share an Equal Vote – Proposal 5

Alphabet Opposing Statement

Our Board of Directors believes that the capital structure set out in our Amended and Restated Certificate of Incorporation is in the best interests of the company and our stockholders.

Since its inception, Google has been managed with a focus on the long term. This focus was emphasized by our founders, Larry Page and Sergey Brin, in their letter to our stockholders at the time of Google’s initial public offering in 2004:“We are creating a corporate structure that is designed for stability over long time horizons. By investing in Google, you are placing an unusual long term bet on the team, especially Sergey and me, and on our innovative approach.”The implementation of our new holding company, Alphabet, in October 2015 reinforces this long-term view.

The dual class capital structure with two classes of common stock (Class A common stock with one vote per share and Class B common stock with ten votes per share) has been in existence since we became a public company in 2004, and the tri-class structure, with a new class of non-voting capital stock (Class C capital stock with no voting rights), was approved by votes representing a majority of our outstanding common stock at the 2012 Annual Meeting of Stockholders. Every investor purchasing a share of our Class A common stock and our Class C capital stock is aware of this capital structure, and many are attracted to our stock by the long-term stability that our founders and largest Class B stockholders, Larry and Sergey, provide to the Company.

ALPHABET INC. | 2016 Proxy Statement    56

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We believe that our success is owed in large part to the leadership and vision provided by Larry, Sergey, and Eric E. Schmidt, the Executive Chairman of our Board of Directors. Through their leadership and focus on innovation and long-term growth, we have established a track record of building a strong company and creating stockholder value. We believe that the stability provided by the tri-class voting structure gives us greater ability to focus on long-term interests than might otherwise be the case.

Our Board of Directors believes that elimination of the tri-class structure will not improve either the corporate governance or the long-term financial performance of the Company. Accordingly, our Board of Directors recommends that stockholders vote “AGAINST” this proposal.

Required Vote

Approval of the stockholder proposal requires the affirmative “FOR” vote of the holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class. Unless marked toBecause this vote is advisory, it will not be binding upon our Board. However, the contrary, proxies receivedCompensation Committee will be voted “AGAINST”consider the stockholder proposal.outcome of the vote, along with other relevant factors, in evaluating Alphabet’s executive compensation program.

 

Alphabet Recommendation

 

Our Board of Directors recommends a vote “AGAINST” the stockholder proposal.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION AWARDED TO ALPHABET’S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT.

 

ALPHABET INC.● | 2016 Proxy Statement2023 PROXY STATEMENT        5771

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Corporate Governance

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Director and Executive Compensation

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Audit Matters

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Management and Stockholder Proposals

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Questions and Answers

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Appendices

Proposal Number 5    Advisory Vote on the Frequency of Advisory Votes to Approve Compensation Awarded to Named Executive Officers

As required by the SEC’s proxy rules, we are seeking an advisory, non-binding stockholder vote about how often we should present stockholders with the opportunity to vote on compensation awarded to our named executive officers. You may elect to have the vote held every year, every two years, or every three years, or you may abstain.

We recommend that this advisory vote be held once every three years. The company and our Board believe that a triennial voting frequency is aligned with our long-term compensation philosophy, and provides our stockholders with an appropriate horizon over which to evaluate the efficacy of our compensation program and policies in achieving long-term business results. We also believe that a three-year timeframe provides a better opportunity to observe and evaluate the impact of any changes to our executive compensation policies and practices that have occurred since the last advisory vote.

Required Vote

The frequency that receives the highest number of votes will be deemed to be the frequency selected by the stockholders. Because this vote is advisory, it will not be binding upon our Board. However, the Compensation Committee will consider the outcome of the vote, along with other relevant factors, in recommending a voting frequency to our Board.

Alphabet Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR A FREQUENCY OF ONCE EVERY “3 YEARS” FOR THE STOCKHOLDER ADVISORY VOTE ON COMPENSATION AWARDED TO OUR NAMED EXECUTIVE OFFICERS.

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STOCKHOLDER PROPOSALS

OUR APPROACH TO STOCKHOLDER PROPOSALS

We are committed to advancing our practices, policies, and disclosures in ways that further the interests of the company and our stakeholders and ultimately contribute to strong business outcomes and stockholder value creation.

We recognize that the submission of proposals for vote at our Annual Meeting is one mechanism for our stockholders to convey their priorities, perspectives, and issues of concern. Our Board and management team assess each proposal request carefully and discuss them with internal subject matter experts who have deep insight into our current approach to the matters raised by the proposals. In many instances, we engage directly with the proponents, which enables us to better understand their objectives and give us an opportunity to elaborate on our initiatives, policies, and practices. We prioritize those engagements where we believe direct dialogue will be most constructive to our ongoing efforts in these areas.

Stockholder proposals often request that we prepare a report, adopt a policy, or implement new (or different) processes. We do appreciate the issues raised in many of the proposals, and in many cases we have already taken actions to address them, rendering the implementation of a specific proposal unnecessary or not the best use of company resources. While our actions may not be exactly as prescribed in a proposal, they are designed to further the long-term interests of the company, our stockholders, and other stakeholders.

For example, we are proud of the leadership role our company has played in advancing transparency on important issues. In 2010, we were one of the first in our industry to issue annual Transparency Reports, which share data on how we handle content that violates our policies, as well as how we handle government requests for removal content. We were also one of the first technology companies to publish numbers about the diversity of our workforce beginning in 2014. In 2018, we launched a quarterly YouTube Community Guidelines Enforcement Report, which we have expanded and refined over the years to include additional data like channel removals, the number of comments removed, the policy reason why a video or channel was removed, and appeals data.

We have continued to thoughtfully add to and enhance our disclosures, often as a result of our ongoing engagement with external experts, in alignment with the requirements of our business as it evolves, and in ways that do not compromise competitively sensitive information or stockholder value.

Various stockholders have submitted Proposal Numbers 6-18 for our Annual Meeting. While a number of these proposals contain claims that we believe are incorrect or misleading, we have not attempted to refute all of them.

Below we describe our Board’s rationale for recommending against each stockholder proposal submitted for our Annual Meeting.

Proposal			Proposal Number 6Alphabet Board Voting Recommendation		Rationale
STOCKHOLDER PROPOSALS:
(6)	Stockholder Proposal Regardingproposal regarding a Lobbying Reportlobbying report (page 76)		AGAINST		●  We already publish extensive lobbying disclosures, which address much of the information requested in the proposal ●  Our lobbying transparency efforts have been recognized as best in class ●  We have robust oversight mechanisms in place including oversight by our Board and senior management team
(7)	Stockholder proposal regarding a congruency report (page 78)		AGAINST		●  We seek to advance the best interests of the company and our stockholders in partnering with various organizations ●  Our collaboration with organizations does not reflect an endorsement of their entire agendas

 

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Director and Executive Compensation

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Management and Stockholder Proposals

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Questions and Answers

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Proposal			Alphabet Board Voting Recommendation		Rationale
(8)	Stockholder proposal regarding a climate lobbying report (page 80)		AGAINST		●  We already publish extensive lobbying disclosures including on climate-related topics ●  We assess alignment of our trade association participation with the goals of the Paris Agreement ●  We engage with our trade associations to encourage alignment between our core public policy objectives and their policy advocacy activities, including on climate change
(9)	Stockholder proposal regarding a report on reproductive rights and data privacy (page 83)		AGAINST		●  We have policies and procedures for evaluating and responding to requests for user information, and routinely push back on overbroad or otherwise inappropriate demands ●  We provide robust privacy controls and practice data minimization for users, and are committed to improving our privacy protections when appropriate, especially around health-related topics
(10)	Stockholder proposal regarding a human rights assessment of data center siting (page 86)		AGAINST		●  Our existing disclosures already provide transparent information on how we oversee, evaluate and manage human rights-related risks, including those related to data center siting ●  Our human rights governance and management structure provides effective oversight of key human rights risks and mitigation strategies
(11)	Stockholder proposal regarding a human rights assessment of targeted ad policies and practices (page 89)		AGAINST		●  Our existing policies are designed to safeguard user privacy and work in tandem with our human rights governance and management structure ●  Through our Privacy Sandbox commitments, we collaborate with regulators and others across the digital advertising ecosystem to improve privacy and test new methodologies ●  We have already updated our Privacy Sandbox initiative to address concerns similar to those raised in this proposal
(12)	Stockholder proposal regarding algorithm disclosures (page 92)		AGAINST		●  We already disclose significant information about our advertising and search policies and procedures and our transparency efforts are informed by multiple frameworks ●  Disclosure of additional details on proprietary algorithmic systems could be used to compromise our operations and the quality of our services
(13)	Stockholder proposal regarding a report on alignment of YouTube policies with legislation (page 95)		AGAINST		●  We already provide significant information about YouTube’s policies and procedures to further our commitment to online safety and have intensified our regulatory readiness initiatives under appropriate senior management and Board oversight ●  We have published a number of substantive disclosures to meet rigorous reporting requirements, and we are transparent about our compliance
(14)	Stockholder proposal regarding a content governance report (page 98)		AGAINST		●  We have appropriate safeguards in place to ensure our policies are designed and enforced in ways that are free from improper bias ●  We devote substantial effort to preventing misuse of our platforms and ensuring content is appropriately provided and supported by effective oversight and transparency on enforcement actions
(15)	Stockholder proposal regarding a performance review of the Audit and Compliance Committee (page 101)		AGAINST		●  Our Board believes that our Audit and Compliance Committee has the requisite experience, skill set, and protocols to conduct the robust risk oversight sought by the proponent, and that a third-party assessment would not result in better direction or performance
(16)	Stockholder proposal regarding bylaws amendment (page 103)		AGAINST		●  We amended our Bylaws in October 2022 following SEC rule changes and careful deliberations by our Board, and the amended Bylaws largely include the advance notice provisions requested by the proponent

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Corporate Governance

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Director and Executive Compensation

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Management and Stockholder Proposals

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Questions and Answers

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Appendices

Proposal			Alphabet Board Voting Recommendation		Rationale
(17)	Stockholder proposal regarding “executives to retain significant stock” (page 105)		AGAINST		●  Our existing stock ownership guidelines and policies effectively align senior management and stockholder interests, and our executive compensation programs reinforce this alignment
(18)	Stockholder proposal regarding equal shareholder voting (page 107)		AGAINST		●  Our strong governance practices and current capital structure have provided significant long-term stability to the company and have proven beneficial to stockholders through the delivery of exceptional returns over the life of the company

Upon receiving an oral or written request, we will promptly provide the address and the number of known voting securities held by the proponents of the stockholder proposals. You may request this information via mail, email, or phone, as follows:

Alphabet Inc. Attn: Corporate Secretary 1600 Amphitheatre Parkway Mountain View, California 94043		Email: corporatesecretary@abc.xyz		(650) 253-3393

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Director and Executive Compensation

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Management and Stockholder Proposals

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Questions and Answers

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Proposal Number 6    Stockholder Proposal Regarding a lead filer, joined by other organizations, whose names, addresses and stockholdings will be provided by us upon request, haveLobbying Report

United Church Funds has advised us that they intendit intends to submit the proposal set forth below for consideration at our Annual Meeting.

 

Lobbying Disclosure

Whereas,we believe it is important that Google’sfull disclosure of Alphabet’s lobbying positions,activities and processes to influence public policy, are transparent. Public opinion is skeptical of corporate influence on Congress and public policy, and controversial lobbying activity may pose risks to our company’s reputation.

Google spent approximately $52.5 million between 2010 and 2014 on federal lobbying, according to Senate reports. And this figure may not include grassroots lobbying to influence legislation by mobilizing public support or opposition and does not include lobbying expenditures to influence legislation in all states.assess whether its lobbying is consistent with Alphabet’s expressed goals and stockholders’ best interests.

 

Resolved,the shareholders of Googlestockholders request the Board preparepreparation of a report, updated annually, and disclosing:

 

1.	Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.
2.	Payments by GoogleAlphabet used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.
3.	Description of management’s and the decision makingBoard’s decision-making process and oversight by management and the Board for making payments described in sections 2 and 3 above.

 

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which GoogleAlphabet is a member.

 

“DirectBoth “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

 

The report shall be presented to the AuditNominating Committee or other relevant Board oversight committees and posted on Google’sAlphabet’s website.

 

Supporting Statement

 

We commend Google for present disclosureAlphabet spent $105,845,000 on its website on political spending andfederal lobbying but Google stillfrom 2015 – 2021. This does not include state lobbying. Alphabet lobbied in at least 38 states in 2021. Alphabet also lobbies abroad, “being accused of shady lobbying”¹ and spending between €6,000,000 – 6,499,999 on lobbying in Europe for 2021.

Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity.² Alphabet lists support of 369 trade associations (TAs), social welfare groups (SWGs) and nonprofits for 2022, yet fails to disclose details about its payments, or the amounts used for lobbying by trade associations.

For example,lobbying. Alphabet belongs to the Chamber of Commerce and Business Roundtable, which have spent well over $1$2.1 billion inon lobbying since 1998, supports SWGs that lobby like National Taxpayers Union³ and Taxpayers Protection Alliance,⁴ and funds controversial nonprofits like the Federalist Society⁵ and Independent Women’s Forum, which “routinely pushes policy positions that are highly favorable to its corporate donors.”⁶

Alphabet’s lack of disclosure presents reputational risks when its lobbying contradicts company public positions or hides payments to SWGs. Alphabet has drawn attention for funding “dark money groups” to oppose antitrust regulation.⁷ Highlighting dark money risks, utility FirstEnergy was fined $230 million for funneling $60 million through SWG Generation Now in a bribery scandal.⁸ On company positions, Alphabet believes in addressing climate change, yet Google’s level of funding ofthe Business Roundtable lobbied against the Inflation Reduction Act.⁹ And while Alphabet does not belong to the American Legislative Exchange Council, which is attacking so called woke capitalism,¹⁰ it is represented by the Chamber, is secret. The Chamber has also sued the EPA forNetChoice and National Taxpayers Union, which all sit on its climate advocacy and is aggressively attacking the EPA for its new Clean Power Plan combatting climate change. We urge Google to utilize its role as a prominent member to challenge the Chamber’s climate policy and call for an end of its attack on the EPA.Private Enterprise Advisory Council.

 

In contrast, Google’s website publicly affirms its commitment to “protecting the environment”, a message we strongly support.Last year, this proposal received majority support from outside shareholders.

 

In September 2014 Chair Eric Schmidt stated on NPR that Google had ended membership in ALEC, an organization that assists legislators and companies to promote model legislation. One high ALEC priority aims to repeal State renewable energy legislation and to assist States in opposing the Clean Power Plan. Chair Schmidt argued ALEC was “literally lying” about climate. We commend Google for this act of leadership.

 

It is a logical next step for Google to expand public disclosure about third party lobbying.

(1)	https://www.politico.eu/article/big-tech-companies-face-potential-eu-lobbying-ban/.
(2)	https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly-reported/.
(3)	https://time.com/6182329/the-strange-coalition-in-congress-poised-to-score-a-major-win-against-big-tech/.
(4)	https://www.opensecrets.org/news/2021/06/dark-money-groups-battle-efforts-to-limit-big-tech/.
(5)	https://www.cnbc.com/2021/01/15/federalist-society-under-fire-after-leader-spoke-at-pro-trump-rally-before-riot.html.
(6)	https://theintercept.com/2022/10/01/roe-amazon-google-facebook-independent-womens-forum/.
(7)	https://www.opensecrets.org/news/2021/06/dark-money-groups-battle-efforts-to-limit-big-tech/.
(8)	https://www.npr.org/2021/07/23/1019567905/an-energy-company-behind-a-major-bribery-scandal-in-ohio-will-pay-a-230-million-.
(9)	https://www.theguardian.com/environment/2022/aug/19/top-us-business-lobby-group-climate-action-business-roundtable.
(10)	https://www.exposedbycmd.org/2022/07/27/abandoning-free-market-and-liberty-principles-alec-takes-on-woke-capitalism-bodily-aut onomy-and-more-at-its-annual-meeting/.

 

ALPHABET INC.● | 2016 Proxy Statement2023 PROXY STATEMENT        5876

Back to Contentscontents

1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

Alphabet Opposing Statement

 

We are committed to transparency in all areas of our business, including our public policy activities and lobbying expenditures.

Google has long been a champion of disclosure and transparency. Consistent with those values, we adopted a transparency policy for our public policy activities, including our lobbying efforts, which can be found at http://www.google.com/publicpolicy/transparency.html.

Our Board, which provides oversight of Directors believes our U.S. Public Policy Transparency site already contains much of the information requested in this proposal. Links are provided for Google’s federal lobbying disclosure reports, as are a representative listing of politically-engaged trade associationscorporate political policies and other tax-exempt organizations that receive the most substantial financial support from our U.S. Federal Public Policy team. Additionally, in compliance with applicable laws, Google discloses a significant amount of information in hundreds of publicly available filings at the state and local level in the U.S. To the extent grassroots lobbying is covered by a particular state’s disclosure laws, those amounts are included in those reports.

Our Board of Directorsactivities, believes that participating in the political process in a transparent manner is an important way to enhance stockholder value and promote good corporate citizenship. Our engagement with policymakers and regulators is guided by a commitment to ensure our participation is open, transparent, and clear to our users, stockholders, and the public.

Our Board is committed to transparency in our public policy and lobbying activities. Our transparency efforts were recognized in the 2022 CPA-Zicklin Index of Corporate Political Disclosure and Accountability, and Google’s U.S. Public Policy Transparency website already contains much of the information requested by the proposal. Our Board therefore believes that the report requested by this proposal would not provide substantial additional information to our stockholders and recommends a vote AGAINST this proposal.

We Already Provide Transparency and Publish Extensive Lobbying Disclosures

Google has long been a champion of disclosure and transparency, and has adopted a transparency policy for our public policy activities, including our lobbying efforts. Google’s U.S. Public Policy Transparency website includes robust and detailed disclosures, including:

●	Our governance and management structure, policies, and procedures regarding oversight and compliance of our lobbying and political engagement activities, including a policy prohibiting trade associations and other organizations from using Google funds for political expenditures.
●	Key issues informing our public policy work and our positions on a range of important issues.
●	Links to publicly available reports on our federal lobbying activity and NetPAC filings and details of contributions to national committees and organizations, state and local candidates, and other political organizations.
●	List of trade associations, independent organizations, and other tax-exempt groups that receive the most substantial contributions from Google’s U.S. Government Affairs and Public Policy team.

Additionally, in compliance with applicable laws, Google discloses a significant amount of information in publicly available filings at the state and local level in the U.S.

We Maintain Executive and Board Oversight of Political Engagement

Our Board and senior management team oversees our corporate political activity to ensure appropriate policies and practices are in place and that it serves the interest of our stockholders. The Governance Committee reviews Google’s corporate political policies and activities, including expenditures made with corporate funds, Google’s NetPAC contributions, direct corporate contributions to state and local political campaigns, and our policy prohibiting trade associations and other organizations from using Google funds for political expenditures.

Google’s U.S. Government Affairs and Public Policy Team interacts with government and elected officials to explain our products and promote innovation and the growth of the web. The Google Vice President who leads this team works directly with Kent Walker, Google’s President for Global Affairs, who reports to Google’s CEO.

Google’s Ethics and Business Integrity team ensures compliance with all relevant political laws. The Ethics and Business Integrity team provides training on applicable laws and has implemented approval processes for Google’s political contributions and public reporting of political contributions with Ethics and Business Integrity reviews.

Our Practices Are Recognized as Best in Class

Our transparency efforts have been recognized in the 2022 CPA-Zicklin Index of Corporate Political Disclosure and Accountability, which has noted Alphabet’s high level of disclosure and named us a “trendsetter” — its highest category — for four consecutive years.

Given the depth and breadth of our existing methoddisclosures and frequency of frequently updatingour updates to our stockholders and the public about our public policy activities, our Board of Directors does not believe that implementing this proposal would provide additional benefit to our stockholders. Accordingly, our Board of Directors recommends that stockholders vote “AGAINST” this proposal.

 

Required Vote

 

Approval of the stockholder proposal requires the affirmative “FOR”FOR vote of the holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class. Unless marked to the contrary, proxies received will be voted “AGAINST”AGAINST the stockholder proposal.

 

Alphabet Recommendation

 

Our Board of Directors recommends a vote “AGAINST” the stockholder proposal.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE STOCKHOLDER PROPOSAL.

 

ALPHABET INC.● | 2016 Proxy Statement2023 PROXY STATEMENT        5977

Back to Contentscontents

1

Proposal Number 7Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposal Regarding a Political Contributions Report Proposals

5

Questions and Answers

6

Appendices

 

Proposal Number 7    Stockholder Proposal Regarding a Congruency Report

Clean Yield Asset Management, on behalf of John Fedor-Cunningham,

The National Center for Public Policy Research has advised us that it intends to submit the proposal set forth below for consideration at our Annual Meeting.

 

Congruency Report of Partnerships with Globalist Organizations

Resolved,Resolved: that the shareholders ofAlphabet Inc. (“Company”) herebyWe request that Alphabet Inc. (the “Company”) publish a report, at reasonable expense, analyzing the congruency of voluntary partnerships with organizations that facilitate collaboration between businesses, governments and NGOs for social and political ends against the Company’s fiduciary duty to shareholders.

Supporting Statement:

Alphabet does not list the World Economic Forum (WEF), Council on Foreign Relations (CFR), Business Roundtable (BR) or other similar globalist organizations among its partners or as recipients of contributions;¹ however, WEF and CFR do list the Company provideas a report, updated semiannually, disclosingpartner,² BR lists CEO Sundar Pichai among its members,³ and Google founders Larry Page and Sergey Brin both graduated from WEF’s “Young Global Leaders” program.⁴ Why the Company’s:inconsistency? Why is the Board concealing these partnerships, amongst other similar ones, from shareholders?

 

Alphabet’s legal duty as a Delaware business corporation requires it to first serve the interests of its shareholders.⁵ Because Alphabet is not a public benefit corporation,⁶ all additional Company actions and expenditures with third parties must be shown by the Board to be congruent with the interests of shareholders and the Company’s fundamental purpose.

However, the agendas of WEF, CFR, BR and other such organizations are antithetical with the Company’s fiduciary duty. This obliges the Board to explain how these partnerships serve the interests of shareholders (rather than Directors).

WEF, for example, describes itself as an “international organization for public-private cooperation,” and that it was “founded on the stakeholder theory, which asserts that an organization is accountable to all parts of society.”⁷

Similarly, CFR describes itself as a “membership organization” for both “government officials” and “business executives” on an international scale,⁸ and BR pretended to redefine “the purpose of a corporation” such that a corporation ought to cater to the special interests of “stakeholders” rather than the fundamental interests of its owners, the shareholders.⁹

Those agendas are incongruent with the interests of Alphabet shareholders and the traditional – and legally binding – definition of a corporation. The more the Board pays favor to hand-picked “stakeholders,” the less it’s accountable to capital-providing shareholders. In partnering and conspiring with WEF and others, then, Alphabet shareholders are funding the efforts designed to debase their own influence as shareholders within the Company.

But most importantly, it’s the radical agendas of these organizations that makes partnering with them so troubling, not to mention inconsistent with the values of most shareholders.

For example, WEF openly advocates for transhumanism,¹⁰ abolishing private property,¹¹ eating bugs,¹² social credit systems,¹³ “The Great Reset,”¹⁴ and host of other blatantly Orwellian objectives.

Most Alphabet shareholders are unaware (since the Board hides it from them) that their capital is in part being used to pursue this anti-human, anti-freedom agenda. Moreover, none of this is congruent with the Company’s basic purpose of providing value to shareholders by serving customers.

1.(1)	Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.https://www.google.org/our-work/; https://www.google.org/racial-justice/; https://impactchallenge.withgoogle.com/bayarea2021/charities; https://www.google.com/nonprofits/success-stories/; https://impactchallendge.withgoogle.com/womenandgirls2021/organizations; https://www.influencewatch.org/non-profit/google-foundation/; https://blog.google/outreach-initiatives/google-org/giving-2-billion-to-nonprofits-since-2017/; https://sustainability.google/for-partners/partner-stories/; https://abc.xyz/investor#esg-updates
(2)	https://www.weforum.org/partners/; https://www.cfr.org/membership/corporate-members
2.(3)	Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:

a.		The identity of the recipient as well as the amount paid to each; andhttps://www.businessroundtable.org/about-us/members
(4)		https://web.archive.org/web/20051029210229/http:/www.younggloballeaders.org/scripts/modules/Profiles/page11265.html; https://web.archive.org/ web/20051029205517/http:/www.younggloballeaders.org/scripts/modules/Profiles/page11251.html
b.(5)		The title(s) of the person(s) in the Company responsible decision-making.

The report shall be presented to the board of directors or relevant board committee and posted on the Company’s website within 12 months from the date of the annual meeting.

Payments used for lobbying are not encompassed by this proposal.

Supporting Statement

As long-term shareholders of Alphabet, we support transparency and accountability in corporate spending on political activities. These include any activities considered intervention in any political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations; independent expenditures; or electioneering communications on behalf of federal, state or local candidates.

We note that our Company offers a brief political spending policy on its website, along with limited disclosure of state-level contributions and the names of certain organizations to which it gives for political purposes. We believe this is deficient because:

•	Disclosure for contributions to state candidates is not current, which, at the time of this filing, shows information through calendar 2012;https://law.justia.com/cases/delaware/court-of-chancery/2012/ca-7164-vcn-0.html, et al.
(6)	https://delcode.delaware.gov/title8/c001/scl5/index.html
•(7)	It does not disclose contributions to state ballot measure committees or national political committees; andhttps://www.weforum.org/about/world-economic-forum/
(8)	https://www.cfr.org/about
•(9)	It does not disclose how much it gave to trade associations and other tax-exempt groups for political purposes.https://www.businessroundtable.org/purposeanniversary
(10)	https://www.weforum.org/about/the-fourth-industrial-revolution-by-klaus-schwab
(11)	https://web.archive.org/web/20200919112906/https://twitter.corn/wef/status/799632174043561984
(12)	https://www.weforum.org/agenda/2021/07/why-we-need-to-give-insects-the-role-they-deserve-in-our-food-systems/
(13)	https://www.weforum.org/reports/identity-in-a-digital-world-a-new-chapter-in-the-social-contract
(14)	https://www.weforum.org/focus/the-great-reset

 

Indeed, the 2015CPA-Zicklin Index of Corporate Political Disclosure and Accountabilityrated Alphabet near the bottom among companies in the S&P 500, giving it just 39 points out of 100.

Meanwhile, publicly available records show that Alphabet contributed at least $3.8 million in corporate funds since the 2004 election cycle. (CQ:http://moneyline.cq.com and National Institute on Money in State Politics:http://www.followthemoney.org)

Relying on publicly available data does not provide a complete picture of the Company’s political spending. The proposal asks Alphabet to disclose all of its political spending, including payments to trade associations and other tax exempt organizations used for political purposes. This would bring our Company in line with a growing number of its peers, includingQualcomm, Intel, MicrosoftandeBaythat support political disclosure and accountability and present this information on their websites.

The Company’s Board and its shareholders need comprehensive disclosure to be able to fully evaluate the political use of corporate assets. We urge your support for this critical governance reform.

Alphabet Opposing Statement

We are committed to transparency in all areas of our business, including our public policy activities and political contributions.

Google adopted a transparency policy for its public policy activities, including political contributions, which can be found at http://www.google.com/publicpolicy/transparency.html.

ALPHABET INC.● | 2016 Proxy Statement2023 PROXY STATEMENT        6078

Back to Contentscontents

1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

Alphabet Opposing Statement

Our Board believes that our company’s current approach to partnering with third-party organizations, along with our existing disclosures, appropriately advances the interest of Directors believes the company and serves the best interests of our stockholders. As publicly stated on Google’s U.S. Public Policy Transparency site already contains muchwebsite, our sponsorship or collaboration with third-party organizations does not reflect an endorsement of their entire agendas. Our Board therefore believes that the report requested by this proposal would not provide useful information to our stockholders and recommends a vote AGAINST this proposal.

We Transparently Partner With Organizations to Advance the Best Interests of the information requested in this proposal. The first sectionCompany and Our Stockholders

As a public company, we are committed to serving the best interests of our stockholders, which is why we engage on the site details oversight and compliance for political contributions. The next section clearly outlines policies and criteria for assessing candidates for direct contributions and contributions through NetPAC,a range of topics with a broad range of organizations on causes that are important to our business.

We regularly update Google’s federal political action committee. Linked documents list our contributionsU.S. Public Policy Transparency website to state and local candidates since 2008, and federal contributions through NetPAC since 2006. This activity is disclosed on various public records by us and the recipients of contributions, in compliance with applicable laws. Finally, the site also containsprovide a representative listing of politically engaged trade associations, independent organizations, and other tax-exempt organizationsgroups that receive the most substantial supportcontributions from ourGoogle’s U.S. FederalGovernment Affairs and Public Policy team.team, including organizations the proponent incorrectly asserts we have not disclosed, such as Business Roundtable. The Governance Committee helps to shape our overall corporate governance strategy and reviews Google’s corporate political policies and activities, including expenditures made with corporate funds, Google’s NetPAC contributions, direct corporate contributions to state and local political campaigns, and our policy prohibiting trade associations and other organizations from using Google funds for political expenditures and activities.

 

Further, several of our executives have publicly disclosed their participation in discussions facilitated by organizations, like the World Economic Forum, where we have engaged on key issues affecting the company. For example, Kent Walker, Google’s President for Global Affairs, tweeted regarding his participation on a panel discussing the future of technology and digital Europe, and Kate Brandt, Google’s Chief Sustainability Officer, tweeted regarding her participation on panel discussions on climate.

Our Participation in Organizations Does Not Reflect an Endorsement of Their Agendas

Our Boardengagement with policymakers and regulators is guided by a commitment to ensuring our participation is open, transparent, and clear to our stockholders, users, and the public. We respect the independence and agency of Directors believestrade associations and third parties to shape their own policy agendas, events, and advocacy positions. Our sponsorship or collaboration with an organization does not mean that participatingwe endorse its entire agenda, its events or advocacy positions, or the views of its leaders or members. We prohibit trade associations and other tax-exempt organizations such as 501(c)(4)s from using dues or payments made by us for political expenditures. We inform trade associations and other organizations of this policy by sending an electronic transmittal letter outlining the parameters of our prohibition with every payment we make. To ensure that organizations are abiding by our policy, Google reserves the right to terminate all payments immediately if we find that any portion of our contributions have been used for political expenditures.

We believe it is important to be an active participant in the political process in a transparent manner is anorganizations to support issues that are important way to enhance stockholder valueour business and promote good corporate citizenship. Givenultimately to our existing method of frequently updating stockholders, and the public about these public policy activities,we remain committed to being transparent regarding that participation. As a result, our Board of Directors does not believe that implementing this proposal would benefitbe useful for our stockholders. Accordingly, our Board of Directors recommends that stockholders vote “AGAINST” this proposal.

 

Required Vote

 

Approval of the stockholder proposal requires the affirmative “FOR”FOR vote of the holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class. Unless marked to the contrary, proxies received will be voted “AGAINST”AGAINST the stockholder proposal.

 

Alphabet Recommendation

 

Our Board of Directors recommends a vote “AGAINST” the stockholder proposal.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE STOCKHOLDER PROPOSAL.

 

ALPHABET INC.● | 2016 Proxy Statement2023 PROXY STATEMENT        6179

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1

Proposal Number 8Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposal Regarding The Adoption of a Majority Vote Standard For The Election of Directors Proposals

5

Questions and Answers

6

Appendices

 

Proposal Number 8    Stockholder Proposal Regarding a Climate Lobbying Report

The Firefighters’ Pension System

Boston Trust Walden Company and Zevin Asset Management, as lead filers, and the Benedictine Sisters of Virginia and the CityBenedictine Sisters of Kansas City, Missouri, Trust hasMount St. Scholastica, as co-filers, along with a number of other co-filers, whose names, addresses, and stockholdings will be provided by us upon request, have advised us that it intendsthey intend to submit the proposal set forth below for consideration at our Annual Meeting.

 

Whereas: Regular examination of the alignment of lobbying activities (direct and indirect) with corporate public commitments and policies is an increasingly important requirement of strong corporate governance.

Resolved:ThatShareholders request the shareholders of Alphabet Inc. (or the “Company”) hereby request that the Board of Directors initiatewithin the appropriate processnext year conduct an evaluation and issue a report (at reasonable cost, omitting proprietary information) describing its framework for identifying and addressing misalignments between Alphabet’s lobbying (directly and indirectly through trade associations and social welfare and nonprofit organizations) and Alphabet’s commitments to amend the Company’s governance documents (certificate of incorporation or bylaws) to provide that director nominees shall be elected by the affirmative votemitigate climate impact and its support of the majority of votes cast at an annualParis Agreement, which seeks to limit average global warming to no more than 1.5 degrees Celsius by 2030. The report should include essential elements, such as the criteria used to assess alignment; the strategies used to address any misalignment; and circumstances under which these strategies are implemented.

Supporting Statement: Corporate lobbying activities inconsistent with meeting of shareholders, with a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats.

Supporting Statement:

In order to provide shareholders a meaningful role in director elections, Alphabet should use a majority vote standard for the election of directors. A majority vote standard would require that a nominee receive a majoritygoals of the votes castParis Agreement present regulatory, reputational, and legal risks to companies. Such policy engagement also presents systemic risks to economies and markets, as delays in order to be elected. This standard is particularly well-suited forimplementation of the vast majorityParis Agreement increase the physical risks of director elections in which only board nominated candidates are on the ballot.climate change, undermine economic stability, and introduce uncertainty and volatility into our investment portfolios. We believe that a majority vote standard in board elections would establish a challenging vote standard for board nomineesParis-aligned climate lobbying helps mitigate these risks and improvecontributes positively to the performancelong-term value of individual directors and entire boards.companies.

 

UnderAlphabet publicly supports the Company’s current standard, a nominee for the board can be elected with as little as a single affirmative vote, even if a substantial majoritygoals of the votes cast are “withheld” fromParis Agreement, advocates for specific science-based climate policies, leads investment in carbon-free energy, and maintains a policy for Google advertisers, publishers and YouTube creators “that will prohibit ads for, and monetization of, content that contradicts well-established scientific consensus around the nominee.existence and causes of climate change.”¹ Alphabet also discloses an extensive list of its memberships in trade associations and policy-focused non-profits.

 

An increasing number of companies, including Amazon.com, Microsoft,Alphabet does not, however, disclose whether its lobbying practices (directly and Yahoo! have adopted a majority vote standard for director elections. These companies also have policies that require resignation if nominees fail to win a majority of votes in favor. With a majority vote standard in place,indirectly) align with the board can then consider action on developing post-election proceduresParis Agreement’s aims or Alphabet’s own carbon-free energy target, nor company actions to address the statusinstances of directors that fail to win election. A majority vote standard combined with a post-election director resignation policy would establish a meaningful right for shareholders to elect directors, and reserve for the board an important post-election role in determining the continued status of an unelected director.misalignment.

 

We urge shareholdersOf particular concern are industry and policy groups that represent business but too often present obstacles to voteFORthis proposal.

global emissions reductions, and regulation or legislation addressing climate risk. A review of Alphabet’s disclosed memberships² reveals inconsistencies with Alphabet’s actions on, and commitments to, the Paris Agreement and the prevailing science.³⁴⁵ For example, Alphabet Opposing Statement

Our Board of Directors has considered this proposal and believes that the voting procedures set forth in our bylaws, last amended and restated in October 2015, are in the best interests of Alphabet and our stockholders.

Under our bylaws, directors are elected usingdiscloses it is a plurality voting standard. Alphabet’s Nominating and Corporate Governance Committee is tasked with evaluating and recommending nominees for election to our Board of Directors. As partmember of the practice,US Chamber of Commerce, which has spent nearly $1.8 billion on federal lobbying since 1998.⁶ The Chamber lobbied strongly against the Inflation Reduction Act, the most ambitious climate policy in U.S. history.⁷

An alignment assessment can help to identify and address risks presented by misalignment and protect the credibility of Alphabet’s Nominating and Corporate Governance Committee reviews and considers individual director performance, board and committee performance, governance practices, and stockholder approval before making recommendations toleadership efforts on climate.

Thus, we urge the Board and management to conduct a comprehensive review of Directors. Stockholders can currently express dissatisfactionAlphabet’s lobbying and public policy activity, assessing the degree of alignment with an incumbent director’s performance by withholding theirthe Paris Agreement’s objectives, and detailing clear plans for action to address any misalignment. This proposal was introduced with Alphabet last year and earned 55.6% of the outside vote. Stockholders who are truly dissatisfied with incumbent directors are empowered by our bylaws to nominate or recommend candidates for elections to our board.

 

A plurality voting standard for the election of directors is standard under Delaware law. It assures that we avoid “failed elections” (scenarios where directors fail to achieve the votes necessary to be elected, resulting in vacancies on our board). The possibility of failed elections introduces unnecessary legal uncertainty and risk to our director election process as vacancies on our Board of Directors could result in our inability to comply with certain NASDAQ listing requirements or other securities regulations. This includes regulations related to director independence, committee composition, and the maintenance of an audit committee financial expert.

 

Our Board of Directors believes that current nominating and voting procedures for election to our Board of Directors, as opposed to a mandated majority voting standard, provide the board the flexibility to appropriately respond to stockholder interests without the risk of potential corporate governance complications arising from failed elections. Accordingly, the Board of Directors has concluded that this stockholder proposal is not in the best interests of Alphabet and our stockholders, and recommends that stockholders vote “AGAINST” this proposal.

(1)	https://support.google.com/google-ads/answer/11221321?hl=en
(2)	https://kstatic.googleusercontent.com/files/565eb487f8cf9f96af89a4147ee79eb4cf3989d3c3953197b1e36e65e132b57ffaebccfb03ed62c57b8ffc5cd83654686f6b5160a97d3b561bc65ce5206012e9
(3)	https://cei.org/sites/default/files/20170508%20CEI%20Paris%20Treaty%20with%20logos%20-%2044%20Final.pdf
(4)	https://www.aei.org/politics-and-public-opinion/its-time-to-cancel-the-climate-crisis/
(5)	https://www.heritage.org/renewable-energy
(6)	https://www.opensecrets.org/
(7)	https://ceres.org/sites/default/files/reports/2022-11/RPE%20Report_Nov22.pdf

 

ALPHABET INC.● | 2016 Proxy Statement2023 PROXY STATEMENT        6280

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Corporate Governance

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Director and Executive Compensation

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Audit Matters

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Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

Alphabet Opposing Statement

Google consistently champions international action to address climate change, and to that end, we continue to support the Paris Climate Accords through our public policy engagement and advocacy. Our Board believes that our existing disclosures on lobbying and transparent reporting on our climate-related activities, combined with our climate change strategy that includes participation in climate policy trade associations, make the additional reporting requested by this proposal unnecessary and duplicative, and therefore recommends a vote AGAINST this proposal.

Our Transparent and Extensive Lobbying Disclosures Include Information on Climate-Related Lobbying

As described above, Google’s U.S. Public Policy Transparency website provides robust and regularly updated disclosures on topics, including our lobbying-related governance and policies, key issues informing our public policy work, regular reporting on our lobbying expenditures, and a list of trade associations in which we participate.

Our reporting also includes transparent disclosure on instances where we have engaged in lobbying activity specifically on climate-related issues. For instance, our most recent federal lobbying report, covering Q4 2022, includes our lobbying efforts with regard to U.S. federal climate and energy policy, including the Clean Energy for Americas Act, the CLEAN Future Act, the Infrastructure Investment and Jobs Act, and Clean Electricity Performance Program provisions of the Build Back Better Act, the wholesale market expansion and reform provisions of the Energy and Water Development and Related Agencies Appropriations Act 2022, and the energy provisions of the Inflation Reduction Act, all of which align with our advocacy for ambitious federal climate and clean energy policies.

Our Board and senior management team oversees our corporate political activity to ensure appropriate policies and practices are in place and serving the interest of our stockholders. The Governance Committee reviews Google’s corporate political policies and activities, including expenditures made with corporate funds, Google’s NetPAC contributions, direct corporate contributions to state and local political campaigns, and our policy prohibiting trade associations and other organizations using Google funds for political expenditures.

We Advance Sustainability Through Trade Association Participation

As we have shared with the proponent, our participation in various trade associations provides us the platform to conduct robust and productive engagement on climate policy. We advocate for strong climate policy outcomes as members of numerous trade associations and third party groups, including Advanced Energy Economy, the American Clean Power Association, the American Council on Renewable Energy, the Asia Clean Energy Coalition, the Carolinas Clean Energy Business Association, the Clean Energy Buyers Association, the European Climate Neutral Data Center Pact, Glasgow is our Business, the Japan Climate Leaders Partnership, the RE100, RE-Source, Smart Electric Power Alliance, Solar Power Europe, Wind Europe, and the United Nations 24/7 Carbon-Free Energy Compact, amongst others. These organizations publicly disclose our participation in their membership information materials.

We are also members of the U.S. Chamber of Commerce, Business Roundtable, and other business trade associations, where we are engaged in climate and energy policy issues. For example, we are a founding member of the Chamber’s Task Force on Climate Actions, and we have engaged within the Task Force since its inception to support constructive engagement by the Chamber on climate policy to create a zero-carbon economy. We also participate in staff level discussions on the Business Roundtable’s Energy and Environment committee.

We participate in trade associations to advance the interests of our company and our stockholders. We respect the independence and agency of trade associations and third parties to shape their own policy agendas, events, and advocacy positions. Our sponsorship or collaboration with an organization does not mean that we endorse its entire agenda, its events or advocacy positions, or the views of its leaders or members. We assess alignment of our trade association participation with the goals of the Paris Agreement, and engage within organizations to support advocacy for climate policy needed to limit warming to 1.5° Celsius and to create a prosperous and competitive zero-carbon economy. We are in dialogue with our trade associations to encourage alignment between our core public policy objectives and their policy advocacy activities, including on climate change.

We Have Highlighted Our Support for the Paris Agreement and Our Positions and Actions on Climate Change and Clean Energy

Google has long supported international action on climate change. We have demonstrated this commitment through our ongoing public support of the Paris Agreement, our collaboration with our peers and key stakeholders, and our active engagement with policymakers to drive climate action. We were an official partner at COP-27 in 2022, where we participated in over 50 events and moments throughout the conference with public sector leaders from the U.S., Europe, Africa, the Middle East, and Asia to call for amplified ambition on climate and to showcase the role that the technology sector can play in enabling climate mitigation and adaptation.

ALPHABET ●2023 PROXY STATEMENT        81

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Google has consistently supported strong climate policies in our public policy engagement and advocacy. In 2020, we published a climate change public policy position statement within our discussion paper, Realizing a carbon-free future: Google’s Third Decade of Climate Action, expressing our support for public policies that strengthen global climate action efforts through the Paris Agreement, establish emissions reduction targets and technology-neutral pathways to achieve a carbon-free economy, and accelerate the development and deployment of next generation low-carbon technology, amongst other provisions. We also expressed support for the clean energy and climate provisions in the Inflation Reduction Act, as noted in our blog post, A climate and clean energy renaissance in the U.S., published in August 2022.

We have led significant public policy engagement to support strong climate outcomes. For instance, in the U.S. last year, we provided comments to the SEC’s proposed rule on enhanced climate-related disclosure in partnership with nine peer tech companies stating our support for regular and consistent reporting of climate-related matters and noting that investors need consistent, comparable, and reliable information on the material risks and impacts of climate-related events and transition activities. We also filed comments on the Clean Hydrogen Production Standard draft guidance, highlighting the need for strong requirements to ensure that clean hydrogen is produced using clean electricity, and filed comments with the Federal Energy Regulatory Commission emphasizing the importance of reforms to bring new clean energy resources onto the grid. In Europe, we advocated for the measures in the EU Renewable Energy Directive to support 24/7 carbon-free energy supply models that enable companies to source clean energy for their operations. At the World Economic Forum Annual Meeting in 2022, Google joined the U.S. State Department’s First Movers Coalition as a champion for the Carbon Dioxide Removal sector, committing to contract for durable and scalable net carbon dioxide removal to be achieved by the end of 2030.

Our ambitious climate goals for our own operations reflect our commitment to mitigating our climate impacts, including our previously shared goal to achieve net-zero emissions across our operations and value chain and to become the first major company to operate on carbon-free energy 24 hours a day, seven days a week, 365 days a year by 2030. We disclose our emissions performance annually in our Environmental Report and through the CDP Climate survey.

Our comprehensive lobbying disclosures, with oversight from our Board, provide the information needed by our stockholders and other stakeholders to understand the scope of these activities, including as it relates to our positions on climate change and the Paris Agreement. Our Board therefore does not believe that implementing this proposal would provide additional benefit to our stockholders.

Required Vote

 

Approval of the stockholder proposal requires the affirmative “FOR”FOR vote of the holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class. Unless marked to the contrary, proxies received will be voted “AGAINST”AGAINST the stockholder proposal.

 

Alphabet Recommendation

 

Our Board of Directors recommends a vote “AGAINST” the stockholder proposal.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE STOCKHOLDER PROPOSAL.

 

ALPHABET INC.● | 2016 Proxy Statement2023 PROXY STATEMENT        6382

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Proposal Number 9Corporate Governance

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Proposal Number 9    Stockholder Proposal Regarding a Report on Reproductive Rights and Data Privacy

The Marco Consulting Group Trust I

Arjuna Capital, on behalf of Elizabeth Bartle, has advised us that it intends to submit the proposal set forth below for consideration at our Annual Meeting.

 

Reproductive Rights and Data Privacy

WHEREAS: Following revocation of the constitutional right to an abortion in June 2022, policymakers are concerned about the use of personal digital data for the enforcement of state laws that ban or restrict abortion access. As one of the nation’s largest technology companies, these developments could have a significant impact on Alphabet’s subsidiary, Google, which has been described by tech watchdogs as “the cornerstone of American policing” with respect to government digital data requests.¹

Law enforcement data demands may seek evidence of consumer acts concerning their reproductive health that were legal in the state where they occurred, but illegal in the consumer’s state of residence. Although Google pledged to protect abortion-related data,² research shows that the Company still retains location search query by default and location history data for certain users.³

Law enforcement may access this consumer data via keyword or geofence warrants. Keyword warrants seek information on users who have searched specific terms on Google.com. Geofence warrants seek information about devices that crossed into a defined area, such as an abortion clinic, during a designated time. Politico reported that Google “received 5,764 geofence warrants between 2018 and 2020 from police in the 10 states that have banned abortion as of July 5, 2022.”⁴

Experts on reproductive rights and privacy have also “documented how police and prosecutors wield laws and data” to camouflage abortion-related criminal charges in their data demands.⁵ In 2021 alone, Google received 97,735 U.S.-based government requests,⁶ most of which involved criminal matters.⁷ The Company at least partially complied with about 83 percent of those requests. Google stressed that even with the Company’s careful scrutiny of law enforcement data demands, consumers involved in abortion-related acts may still be exposed to criminal prosecutions.

Over 650 Google employees have already petitioned Alphabet top executives to safeguard people’s abortion-related search and location data.⁸ To protect consumers as well as the Company’s reputation, Alphabet should decrease the potentially personal sensitive information it collects and retains from users.

RESOLVED:ThatShareholders request that the stockholdersBoard issue a public report assessing the feasibility of Alphabet Holding Company, Inc. (the “Company”), askreducing the boardrisks of directors to adopt a policy that, whenever possible, the board chairmanabortion-related law enforcement requests by expanding consumer privacy protections and controls over sensitive personal data. The report should be a director who has not previously served as an executive officerproduced at reasonable expense, exclude proprietary or privileged information, and published within one year of the Companyannual meeting.

SUPPORTING STATEMENT: Shareholders recommend that the Board receive input from reproductive rights and who is “independent” of management. For these purposes, a director shall not be considered “independent” if, duringcivil liberties organizations, and that the last three years, he or she--report include, at board and management discretion:

 

•(1)	was affiliated with a company that was an advisor or consultantAn assessment of the Company, orfeasibility of a significant customer or supplier of the Company;
•	was employed by or haddefault policy wherein all Google searches related to reproductive health are automatically deleted from a personal service contract(s) with the Company of its senior management;
•	was affiliated with a company or non-profit entity that received the greater of $2 million or 2% of its gross annual revenues from the Company;
•	had a business relationship with the Company that the Company had to disclose under the Securities and Exchange Commission regulations;
•	has been employed by a public company at which an executive officer of the Company serves as a director;
•	had a relationship of the sort described above with any affiliate of the Company;user’s history; and,
(2)	A statement explaining how the Company will fully satisfy its stated policy of protecting users’ abortion-related location data.

(1)	https://www.npr.org/2022/07/11/1110391316/google-data-abortion-prosecutions
•(2)	was a spouse, parent, child, sibling or in-law of any person described above.https://blog.google/technology/safety-security/protecting-peoples-privacy-on-health-topics/
(3)	https://accountabletech.org/research/googles-data-collection-and-policies-could-endanger-those-seeking-abortions/
(4)	https://www.politico.com/news/2022/07/18/google-data-states-track-abortions-00045906
(5)	https://www.latimes.com/opinion/story/2022-08-23/facebook-abortion-data-privacy-nebraska
(6)	https://transparencyreport.google.com/user-data/overview?user_requests_report_period=authority:US
(7)	https://support.google.com/transparencyreport/answer/9713961?hl=en#zippy=%2Cif-google-receives-a-request-for-user-information-will-google-tell-the-account-holder-about-it%2Chow-does-google-handle-government-requests-for-user-information%2Cwhat-is-a-government-request-for-user-information
(8)	https://twitter.com/AlphabetWorkers/status/1560253968889966593

 

The policy should be implemented without violating any contractual obligation and should specify how to select an independent chairman if a current chairman ceases to be independent between annual shareholder meetings. Compliance with the policy may be excused if no independent director is available and willing to be chairman.

SUPPORTING STATEMENT:

The Board of Directors, led by its chairman, is responsible for protecting shareholders’ long-term interests by providing independent oversight of management, including the Chief Executive Officer, in directing the corporation’s affairs. This oversight can be diminished when the chairman in not independent.

An independent chairman who sets agendas, priorities, and procedures for the board can enhance its oversight and accountability of management and ensure the objective functioning of an effective board. We view the alternative of a lead outside director, even one with a robust set of duties, as adequate only in exceptional circumstances fully disclosed by the board.

Several respected institutions recommend chair independence. CalPERS’ Corporate Core Principles and Guidelines state that “the independence of a majority of the Board is not enough;” “the leadership of the board must embrace independence, and it must ultimately change the way in which directors interact with management.”

We urge you to vote FOR this proposal.

Alphabet Opposing Statement

Our Board of Directors has considered this proposal and believes that its adoption is unnecessary and not in the best interests of Alphabet and our stockholders.

Our Board of Directors believes that Alphabet and its stockholders are best served by a balanced policy that does not prohibit prior executive officers of Alphabet from serving as the chairman of the board. A policy that would inhibit the board’s ability to select certain individuals from serving as chairman would deprive the board of the opportunity to select the most qualified and appropriate individual to lead the board. Our certificate of incorporation and bylaws already provide that the chairman of our board may not be an employee or officer of our company, and may not have been an employee or officer for the last three years, unless the appointment is approved by two-thirds of the members of our Board of Directors. The Board of Directors of Google unanimously approved Eric Schmidt’s appointment as Executive Chairman of Google in April 2011, and the Board of Directors of Alphabet unanimously approved Eric’s appointment as Executive Chairman of Alphabet in October 2015.

ALPHABET INC.● | 2016 Proxy Statement2023 PROXY STATEMENT        6483

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Alphabet Opposing Statement

Google has policies and procedures for evaluating and responding to requests for user information and routinely pushes back on overbroad or otherwise inappropriate demands. We also maintain robust privacy controls and tools that empower users to manage data privacy, and practice data minimization on behalf of our users. We advocate for limits on government access to user data to support a consistent and transparent approach across our industry and actively engage with key stakeholders, including civil liberties, civil rights, and reproductive healthcare groups. Given our existing strong approach, our Board does not believe it is in the best interest of our stockholders to develop the report requested by the proposal and recommends a vote AGAINST this proposal.

We Routinely Push Back on Overbroad or Otherwise Inappropriate Requests for User Information

A variety of laws allow federal, state, and local government agencies to request the disclosure of user information for civil, administrative, criminal, and national security purposes. Google maintains policies and procedures for evaluating each request to assess its validity and to make sure it satisfies applicable laws. If a request asks for too much information, we work to narrow or modify it. And we have a long track record of challenging overly broad or otherwise inappropriate demands and objecting to some demands entirely. These efforts help ensure legal and privacy protections for Google users and guard against overbroad disclosures.

Consistent with California AB 1242, Google also specifically asks U.S. state law enforcement officials to attest that their requests for user data do not pertain to certain abortion-related investigations as set forth in that law.

When we receive a request from a government agency, we send an email to the user account or account administrator before disclosing information, unless the account has been disabled or hijacked, there are exigent circumstances, or we are legally prohibited from providing notice. Google has also long advocated for transparency for both our users and the public. We were the first major company to publish a public transparency report that presents a comprehensive data set encompassing all demands we receive from government agencies for user information.

We Provide Robust Privacy Controls and Practice Data Minimization for Our Users

Protecting our users’ privacy and securing their data is core to Google’s work. That is why we design products to help people keep their personal information private, safe, and secure. We regularly evaluate our policies and procedures, and implement appropriate changes that address the evolving needs of our users.

In July 2022, we announced in a blog post titled Protecting people’s privacy on health topics a number of changes to protect user privacy around health issues, and we remain committed to these changes. Location History is off by default and can only be turned on if users opt in. We save the mobile device locations of users who opt in to Location History, but if our systems identify that they have visited a potentially sensitive location — including counseling centers, domestic violence shelters, abortion clinics, fertility centers, addiction treatment facilities, weight loss clinics, and cosmetic surgery clinics — we delete these entries from Location History soon after they visit.

Google users have the ability to manage their own data, privacy, and security controls with proactive tools in their Google Accounts. For example, turning on Incognito mode in Google Maps means that the places users search for or navigate to will not be saved to their Google Accounts, and Google Maps activity on that device will not be saved to a user’s account until the user exits Incognito mode. Additionally, for both Search and Location History, users can choose for their data to be automatically deleted from their account after three, 18, or 36 months by default, with 18 months set as the default for auto delete. Users can also delete queries or places individually or in bulk.

We Actively Participate in Discussions Related to Government Access to User Data and Routinely Engage With Key Civil Liberties, Civil Rights, and Reproductive Healthcare Groups

Beyond the policies and procedures we have implemented for our own products, Google has long advocated for limits on government access to user data to support a consistent and transparent approach across our industry. Through Reform Government Surveillance (RGS), a coalition of tech companies, we have argued that any government access to user data must be rule-bound, narrowly-tailored, transparent, and subject to strong oversight. And as an original co-founder of the Global Network Initiative (GNI), Google is subject to periodic independent assessments to review how the company integrates GNI Principles into our governance, due diligence, risk management, and operational practices, gauging how well we are doing against GNI’s Principles on Freedom of Expression and Privacy. In 2022, we underwent our fourth assessment, and the GNI determined that we are making good-faith efforts to implement the GNI Principles with improvement over time. Through RGS, GNI, and in our individual capacity, we routinely engage with key civil liberties, reproductive healthcare, and civil rights groups on these topics. We consider their perspectives and feedback in how we design and update our policies and procedures related to user data privacy.

Given our existing strong privacy protections for our users and open and proactive commitment to improving these when appropriate for our users, especially around topics such as their health, our Board does not believe that implementing this proposal would provide additional benefit to our stockholders.

ALPHABET ●2023 PROXY STATEMENT        84

Each of our directors, other than Larry, Sergey, Eric, and Diane, is independent according to the criteria specified by applicable laws and regulations of the SEC and the Listing Rules of NASDAQ, and our Board of Directors believes that the independent directors provide effective oversight of management. For example, our Audit, Leadership Development and Compensation, and Nominating and Corporate Governance committees are comprised entirely of independent directors. As a result, our independent directors provide oversight on critical issues such as the integrity of our financial statements, compensation decisions (including the compensation of the Chief Executive Officer and Executive Chairman), related party transactions, and annual evaluations of the Board of Directors, its committees, and our executive officers. Additionally, the independent directors of our board regularly meet outside of the presence of management and the Chief Executive Officer to review various matters, including management succession planning.

Furthermore, since April 2007, our Board of Directors has maintained a Lead Independent Director with oversight responsibilities including:

•Back to contents	Coordinating and moderating executive sessions of the Board of Directors’ independent directors.
•	Advising the Executive Chairman of the Board of Directors as to the quality, quantity, and timeliness of the flow of information from management that is necessary for the independent directors to perform their duties effectively and responsibly.
•	Confirming the agenda with the Chief Executive Officer for meetings of the Board of Directors.
•	Holding regular update sessions with the Executive Chairman of the Board of Directors.
•	Acting as the principal liaison between the independent directors and the Executive Chairman of the Board of Directors on sensitive issues.
•	Performing such other duties as the Board of Directors may from time to time delegate to the Lead Independent Director to assist the Board of Directors in the fulfillment of its responsibilities.

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Our Board of Directors believes that the responsibilities of the Lead Independent Director appropriately and effectively complement our Executive Chairman and Chief Executive Officer structure.

Required Vote

 

Our Board of Directors believes our current governance structure and practices provide substantially the same benefits sought by the proposal’s proponents (e.g., enhancing oversight of management to help ensure the objective functioning of an efficient board) while allowing the Board of Directors to appoint the most qualified chairman of the board. Establishing additional governance policies that restrict the board’s discretion to select the chairman could limit the board’s ability to effectively perform its duties. Accordingly, the Board of Directors has concluded that the stockholder proposal is not in the best interests of Alphabet and its stockholders, and recommends that stockholders vote “AGAINST” this proposal.

Required Vote

Approval of the stockholder proposal requires the affirmative “FOR”FOR vote of the holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class. Unless marked to the contrary, proxies received will be voted “AGAINST”AGAINST the stockholder proposal.

 

Alphabet Recommendation

 

Our Board of Directors recommends a vote “AGAINST” the stockholder proposal.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE STOCKHOLDER PROPOSAL.

 

ALPHABET INC.● | 2016 Proxy Statement2023 PROXY STATEMENT        6585

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Proposal Number 101

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Proposal Number 10  Stockholder Proposal Regarding a Human Rights Assessment of Data Center Siting

Arjuna Capital,

SumOfUs, on behalf of Mari Mennel-Bell, as lead filer, on behalf of clients Ann Alexander, Michael Baldwin, and Margherita Baldwin, and the Sustainability Group on behalfMissionary Oblates of the William B. Perkins TrustMary Immaculate-United States Province, as co-filer, along with a number of other co-filers, whose names, addresses, and stockholdings will be provided by us upon request, have advised us that they intend to submit the proposal set forth below for consideration at our Annual Meeting.

 

Gender Pay EquityData Operations in Human Rights Hotspots

 

Whereas:

The median income for women working full time in the United States is reported to be 78 percent of that of their male counterparts. At the current rate, women will not reach pay parity until 2058.

Technology-industry recruiting firm Dice reports men earned nearly 10,000 dollars more than women on average in 2014. Glassdoor’s 2014 Tech Company Base Salary Comparison By Gender reports women Senior Software Engineers at Google earn 25,104 dollars less than their male counterparts.

Meanwhile, the industry struggles to attract and retain women workers.

Women make up just 26 percent of the US tech workforce, few women hold senior management and board positions, and there are high rates of attrition among women. The Harvard Business Review reports 41 percent of highly qualified scientists, engineers, and technologist in entry level positions are female, yet 56 percent of midcareer women leave the field.

At Alphabet, approximately 30 percent of our Company’s employees are women, and women account for only 21 percent of our firm’s leadership.

A large body of evidence suggests that diversity leads to better performance. Mckinsey & Company states “the business case for the advancement and promotion of women is compelling” finding companies with highly diverse executive teams boasted higher returns on equity (+10.7 percent), earnings performance (+91.4 percent), and stock price growth (+36 percent). McKinsey advocates best practices to address this underleveraged opportunity include “tracking and eliminating gender pay gaps.”

The National Center for Women and Information Technology reports benefits of gender diversity include better financial performance, superior team dynamics and productivity, and employee performance.

Regulatory risk exists as the Paycheck Fairness Act of 2014 pends before Congress to improve company-level transparency and strengthen penalties for equal-pay violations.

President Obama signed an executive action requiring companies who do business with the federal government to report pay data by gender and race. The California Senate recently passed the Fair Pay Act, one of the strongest measures yet to close the gender pay gap.

The Wall Street Journal reports, “Academic research attributes salary inequalities to several factors--from outright bias to women failing to ask for raises.” Harvard University economist Claudia Goldin concluded the pay gap stems from women making less in the same jobs as their male colleagues.

Tech peers Salesforce and GoDaddy have publically committed to close the gender pay gap. Salesforce spent 3 million dollars in 2015 to eliminate the gap.

Resolved:Shareholders request Alphabet preparethe Board of Directors commission a report by October 2016, omitting proprietary informationassessing the siting of Google Cloud Data Centers in countries of significant human rights concern, and the Company’s strategies for mitigating the related impacts.

The report, prepared at reasonable cost and omitting confidential and proprietary information, should be published on the Company’s policieswebsite within six months of the 2023 shareholders meeting.

Supporting Statement:

Shareholders are concerned by Alphabet’s announced plans¹ to expand data center operations in locations reported by the US State Department’s Country Reports on Human Rights Practices to present significant human rights violations.

These include Jakarta, Indonesia where government opponents face prison for insulting the president or government officials online; Doha, Qatar where security forces interrogate social media users for tweets critical of government officials; and goalsDelhi, India where the government frequently orders internet shutdowns and where Google’s Transparency report showed a 69% increase in government requests for user data in 2019 and an additional 50% by 2021.

Of particular concern is the plan to reducelocate a Google Cloud Data Center in Saudi Arabia. The US State Department Country Report² details the gender pay gap.highly restrictive Saudi control of all internet activities and pervasive government surveillance, arrest, and prosecution of online activity. Human rights activists have reliably reported³ that “Saudi authorities went so far as to recruit internal Twitter employees in the US to extract personal information and spy on private communications of exiled Saudi activists.” Given this history and use of spyware to violate privacy rights of dissidents, the choice to locate here is particularly troubling⁴.

 

The gender pay gapIn response to human rights activists, our company stated that “an independent human rights assessment was conducted for the Google Cloud Region in Saudi Arabia, and Google took steps to address matters identified as part of that review.⁵” Despite our company’s declaration that “Transparency is defined ascore to our commitment to respect human rights,” neither the difference between maleCompany’s human rights assessment for Saudi Arabia nor the resulting actions have been made public.

Alphabet’s Human Rights Policy notes that:

In everything we do, including launching new products and female earnings expressed as a percentageexpanding our operations around the globe, we are guided by internationally recognized human rights standards.

Yet, the company’s decisions of male earnings according tositing cloud data centers in human rights hot spots occur behind closed doors, without the Organization for Economic Cooperation and Development.

Supporting Statement:promised transparency. A report adequate for investorssufficient to fulfill the proposal’s essential objectives would examine the scope, implementation, and robustness of the company’s human rights due diligence processes on siting of cloud computing operations. It would assess, Alphabet’s strategywith an eye toward the the rights enshrined in the Universal Declaration of Human Rights, the standards established in the United Nations Guiding Principles on Business and performance would includeHuman Rights (UNGPs) and in the percentage pay gap between maleGlobal Network Initiative Principles (GNI Principles), the priorities and female employees, policiespotential impacts on people, any mitigating actions, any tracking of outcomes, and whether the company identifies and engages rights-holders to address that gap, and quantitative reduction targets.ensure its human rights efforts are well informed.

 

(1)	https://techcrunch.com/2020/03/04/google-cloud-announces-four-new-regions-as-it-expands-its-global-footprint/
(2)	https://www.state.gov/reports/2020-country-reports-on-human-rights-practices/saudi-arabia/
(3)	https://www.hrw.org/news/2021/05/26/saudi-arabia-google-should-halt-plans-establish-cloud-region
(4)	https://www.cbsnews.com/news/us-charges-ex-twitter-employees-spying-for-saudi-arabia-royal-family/
(5)	https://www.accessnow.org/cms/assets/uploads/2021/02/Google-Cloud-Response-to-Access-Now-and-CIPPIC.pdf

ALPHABET INC.● | 2016 Proxy Statement2023 PROXY STATEMENT        6686

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Alphabet Opposing Statement

Our company’s enduring commitment to human rights is reflected in our robust management and governance structures regarding risks related to human rights. Oversight of human rights-related risks is an established responsibility of the Audit Committee. Our existing extensive disclosures provide transparency on our approach to evaluating and managing human rights-related risks, including in the context of siting data centers. Therefore, our Board believes the additional report requested by this proposal would not provide additional useful information to our stockholders and recommends a vote AGAINST this proposal.

Upholding Human Rights Is a Longstanding Commitment for Alphabet and Informs Our Business Decisions

We have a longstanding commitment to respecting the rights enshrined in the Universal Declaration of Human Rights and its implementing treaties, as well as to upholding the standards established in the United Nations Guiding Principles on Business and Human Rights and in the GNI Principles. In September 2021, we agreed with other leading cloud service providers on Trusted Cloud Principles that inform our work. These principles recognize the role of global cloud service providers in upholding international human rights law around the world. As a signatory to the Trusted Cloud Principles, we support the development of international and domestic laws and regulations to advance the safety, security, and privacy of our cloud customers, among other commitments. The Trusted Cloud Principles reflect our approach to addressing human rights considerations in establishing data centers in countries where a government may restrict the rights of users on the Google Cloud. When deciding where to locate data centers, we consider a number of important factors, including human rights and security, as well as how to optimize our overall data infrastructure so as to provide a high level of performance, reliability, and sustainability, and we undertake human rights due diligence when expanding data center operations into new locations.

Our Existing Disclosures Provide Transparency About Our Evaluation and Management of Human Rights-Related Risks, Including Those Related to Data Center Siting

As we shared with the proponent, we publish extensive disclosures on our human rights approach generally and specifically with regard to how we consider human rights in siting data centers:

●	Our Human Rights website provides detail on executive oversight and governance over our Human Rights Program, which includes due diligence, risk management, and engagement with external experts and affected stakeholders.
●	Our Transparency Report website includes detailed reports on requests for user information, government requests to remove content, traffic disruptions, and many other topics that can potentially impact human rights.
●	Our December 2021 blog post titled Expanding our infrastructure with cloud regions around the world describes our process and developments on each existing and planned data center around the world, and how we take human rights concerns into account. As noted in the proponent’s supporting statement, this included an independent human rights assessment conducted for the Google Cloud Region in Saudi Arabia.
●	Our December 2022 blog post Our ongoing commitment to human rights further describes how we are strengthening our programmatic approach to human rights, including how due diligence informs our planning for expansion of Cloud infrastructure and deployment of new technologies, how we incorporate independent reviews, and how we address operations in crisis and conflict settings.

We also disclose how we collaborate with our stakeholders to advance human rights matters and address related risks. For example, we are an original co-founder of the GNI, where we work closely with civil society, academics, investors and industry peers to protect and advance freedom of expression and privacy globally. Google is subject to periodic independent assessments to review how the company integrates GNI Principles into our governance, due diligence, risk management, and operational practices, gauging how well we are doing against GNI’s Principles on Freedom of Expression and Privacy. In 2022, we underwent our fourth assessment, and the GNI determined that we are making good-faith efforts to implement the GNI Principles with improvement over time.

Our Human Rights Governance and Management Structure Provides Effective Oversight of Key Human Rights Risks and Mitigation Strategies

Under the umbrella of our Human Rights Program, our senior management oversees the implementation of our civil rights and human rights work. Responsibility for oversight of human rights issues is specifically codified in the Audit Committee’s charter. We also continuously evaluate how we act on our human rights commitments and mitigate related risks, and may make enhancements to our governance. For example, in 2022, we expanded our Board’s visibility into and oversight over human rights through a dedicated update from the head of our human rights program to the Governance Committee.

ALPHABET ●2023 PROXY STATEMENT        87

Alphabet Opposing Statement

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Additionally, we established a company-wide approach to ongoing human rights due diligence. Google’s Human Rights Policy discloses key parts of this due diligence process, which includes human rights impact assessments and regular engagement and formal consultation with internal and external stakeholders, as well as with civil society, on topics such as content policies and data governance. These engagements help us identify, prioritize, and address existing and potential civil and human rights impacts as well as providing feedback on how and where we should consider improvements to our policies, practices, and services.

Our Board believes our existing disclosures relating to our human rights policies and risk management approach, both generally and in the context of Directors has carefully considered this proposal and, forsiting our data centers, provide our stockholders with substantial information to understand the reasons set forth below,scope of these activities. As such, our Board does not believe that it is in the best interests of the Company and its stockholders.

Alphabet has long supported diversity and equality in the workplace. We are committed to diversity and equality in all areas of our business, including hiring and compensation.

Consistent with those values, in May 2014, Google publicly shared its global gender diversity and U.S. ethnic diversity workforce data, and committed to updatingimplementing this data annually. This data was last updated in May 2015, which can be found at http://www.google.com/diversity. At that time, Google also publicly disclosed its diversity strategy and key initiatives, which can be found at https://googleblog.blogspot.com/2015/05/doing-more-on-diversity.html.

The compensation structure at Google is designed to prevent gender pay differences by setting pay targets by job. The pay targets are set using pay data on peer companies collected from industry surveys. Pay equity analyses are also conducted regularly to determine whether our compensation structure is working as intended.

We remain committedproposal would provide additional benefit to our on-going efforts to promote diversity and equality. Our Board of Directors does not believe that the proposal would enhance Alphabet’s existing commitment to fostering a fair and inclusive culture.stockholders.

 

Accordingly, our Board of Directors recommends that stockholders vote “AGAINST” this proposal.

Required Vote

 

Required Vote

Approval of the stockholder proposal requires the affirmative “FOR”FOR vote of the holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class. Unless marked to the contrary, proxies received will be voted “AGAINST”AGAINST the stockholder proposal.

 

Alphabet Recommendation

 

Our Board of Directors recommends a vote “AGAINST” the stockholder proposal.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE STOCKHOLDER PROPOSAL.

 

ALPHABET INC.● | 2016 Proxy Statement2023 PROXY STATEMENT        6788

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Proposal Number 11  Stockholder Proposal Regarding a Human Rights Assessment of Targeted Ad Policies and Practices

The Shareholder Association for Research & Education, on behalf of the United Church of Canada Pension Plan, has advised us that it intends to submit the proposal set forth below for consideration at our Annual Meeting.

RESOLVED: Shareholders direct the board of directors of Alphabet Inc. to publish an independent third-party Human Rights Impact Assessment (the “Assessment”), examining the actual and potential human rights impacts of Google’s targeted advertising policies and practices throughout its business operations. This Assessment should be conducted at a reasonable cost; omit proprietary and confidential information, as well as information relevant to litigation or enforcement actions; and be published on the company’s website by June 1, 2024.

WHEREAS: Google advertising accounted for approximately 80% of Alphabet’s revenue in 2021. Alphabet’s ad business, including Google Search, YouTube Ads and Google Network, has grown significantly in recent years, reaching $209 billion in 2021.¹

Algorithmic systems are deployed to enable the delivery of targeted advertisements, determining what users see. This often results in and exacerbates systemic discrimination and other human rights violations. Google’s current ad infrastructure is driven by third-party cookies, which enable other companies to track users across the internet by accumulating vast troves of personal and behavioral data on Google users. This further exposes Google to violating user privacy.

While Google has launched a series of projects that aim to address some privacy shortcomings of its current advertising system, it has not shown evidence of any human rights due diligence associated with these plans. In 2022, Google scrapped FLoC, its planned replacement for third-party cookies, due to widespread concern about privacy impacts. The Company has repeatedly delayed the deprecation of cookies, most recently to late 2025.² This means its adverse impacts will endure. Furthermore, Google does not disclose whether it plans to conduct a structured human rights review of FLoC’s successor projects, such as Topics API.

Google asserts that human rights are “integrated into processes and procedures across the company” and has established executive oversight of human rights issues.³ However, it provides no details on how this applies to its dominant source of revenue.⁴ Google has previously published a summary of a third-party HRIA of a celebrity facial recognition algorithm.⁵ Its targeted ad systems, which affect billions, merit at least the same due diligence and public disclosure, particularly as Google and its peers develop new approaches to targeting advertising.

Legislation in Europe⁶ and the United States⁷ is poised to severely restrict or even ban targeted ads largely due to concerns about the underlying algorithms. Given the predominance of advertising in Alphabet’s business model, the failure to implement effective human rights policies and processes may expose shareholders to material legal, regulatory and reputational risks.

A robust and transparent Assessment is essential to enable the company to better identify, address, mitigate and prevent adverse human rights impacts. It will also contribute to establishing an effective system of accountability for human rights for the industry as a whole. Lastly, such an Assessment will assure shareholders that its business model is well positioned in the face of increasing regulation.

(1)	https://abc.xyz/investor/static/pdf/2021_alphabet_annual_report.pdf?cache=3a96f54
(2)	https://martech.org/google-delayed-third-party-cookie-deprecation-why-and-whats-next/
(3)	https://about.google/human-rights/
(4)	https://rankingdigitalrights.org/bts22/companies/Google
(5)	https://services.google.com/fh/files/blogs/bsr-google-cr-api-hria-executive-summary.pdf
(6)	https://ec.europa.eu/commission/presscorner/detail/en/ip_22_6423; https://www.europarl.europa.eu/news/en/press-room/20220412IPR27111/digital-services-act-agreement-for-a-transparent-and-safe-online-environment;
(7)	shorturl.at/opsI4

ALPHABET ●2023 PROXY STATEMENT        89

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Alphabet Opposing Statement

Our existing policies are designed to safeguard user privacy and safety and work in tandem with our human rights governance and management structure, which provides effective oversight over key risks related to human rights. As formalized by our Privacy Sandbox commitments with the UK’s Competition and Markets Authority, we collaborate across the broader digital advertising ecosystem to improve privacy. Additionally, as we shared with the proponent, we have updated our Privacy Sandbox initiative to address concerns similar to those raised in this proposal. For these reasons, our Board does not believe that implementing the requests of this proposal would provide additional useful information to stockholders and therefore recommends AGAINST this proposal.

Our Human Rights Governance and Management Structure Provides Effective Oversight of Key Human Rights Risks and Mitigation Strategies

As disclosed on our Human Rights website, under the umbrella of our Human Rights Program, our senior management oversees the implementation of our civil rights and human rights work. Responsibility for oversight of human rights issues is specifically codified in the Audit Committee’s charter. Also as noted in its charter, the Audit Committee also provides oversight of other risks, including those associated with data privacy and security, legal, regulatory, compliance, and reputational risks, “and the steps Alphabet takes to prevent, detect, monitor, and actively manage such exposures.” The Audit Committee meets regularly and discusses these risks with our senior management. We also continuously evaluate how we act on our human rights commitments and mitigate related risks, and make enhancements to our governance as appropriate. For example, in 2022, we expanded our Board’s visibility into and oversight over human rights through a dedicated update from the head of our human rights program to the Governance Committee.

Our Human Rights Program advances company-wide strategy on civil and human rights, advises product teams on potential civil and human rights impacts, conducts human rights due diligence, and engages external experts and stakeholders. Furthermore, our Human Rights Program is a central function responsible for ensuring that we are meeting our commitment to the United Nations Guiding Principles on Business and Human Rights, GNI Principles, and other civil and human rights instruments across Google and all its products. Our civil and human rights work is integrated into processes and procedures across the company and informs Google’s long-term strategies and day-to-day decision-making.

Our Policies Are Carefully Designed to Protect User Privacy and Safety

Our Google Publisher Policies restrict publishers from publishing content that incites hatred, promotes discrimination of, harasses, or intimidates individuals based on their identities or beliefs. These protections shield against harm based on race or ethnic origin, religion, disability, age, nationality, veteran status, sexual orientation, gender, gender identity, and other characteristics that are associated with systemic discrimination or marginalization. Google aggressively enforces its policies by taking down bad ads that promote discrimination against marginalized groups, among other examples. In March 2023 we published Our 2022 Ads Safety Report, our latest annual report on Google’s efforts to prevent malicious use of our ads platforms.

Google’s personalized advertising policies prohibit employment, housing, and credit advertisers from targeting or excluding ads based on gender, age, parental status, marital status, or zip code, along with our longstanding policies prohibiting personalization based on sensitive categories like race, religion, ethnicity, sexual orientation, national origin, or disability, among other protections. To develop these policies, Google worked closely with the U.S. Department of Housing and Urban Development. Google also provides housing advertisers with information about fair housing requirements to help ensure they are acting in ways that support access to housing opportunities.

Google intends to continue to iterate and apply these publisher and advertiser policies as new privacy enhancing technologies are developed and integrated into our platforms, such as those associated with the Privacy Sandbox project initiative.

We Collaborate Across the Digital Ads Ecosystem to Enhance Privacy and Are Already Testing the Efficacy of New Methodologies

We collaborate across the digital ads ecosystem to enhance privacy. For example, in addition to the measures the company has implemented for its own products, Google is also working diligently to collaborate with the digital ads ecosystem to create solutions that enable advertisers to rely less on third-party cookies or tracking consumers across the internet in order to provide ads that are relevant to them. The Privacy Sandbox proposals are designed to offer solutions for key ads use cases by using privacy-enhancing technologies while also showing relevant ads.

The Privacy Sandbox project is based on a collaborative rather than a unilateral approach. Google has been working with the advertising ecosystem to ideate, design, develop and test Privacy Sandbox proposals since the project’s inception. Giving the advertising ecosystem sufficient time and tools to test the Topics API and other Privacy Sandbox proposals and to provide feedback before third-party cookie deprecation will help reduce major disruptions to publishers’ businesses and address concerns regarding other tracking techniques detrimental to user privacy.

ALPHABET ●2023 PROXY STATEMENT        90

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Privacy Sandbox Commitments With the CMA Enshrine a Collaborative Approach

Google has agreed to a set of legally binding commitments with the UK’s Competition and Markets Authority, in consultation with the UK’s Information Commissioner’s Office, to address competition concerns over the Privacy Sandbox and govern how Google designs and implements the Privacy Sandbox initiative through a collaborative approach. This regulatory oversight and supervision helps provide reassurance that the Privacy Sandbox will protect consumers, support a competitive ad-supported web, and not unfairly favor Google.

We Have Improved Our Privacy Sandbox Topics Proposal to Address Concerns Like Those of the Proponent

We believe improvements in our proposed Topics API address the primary concerns raised by the proponent in that they significantly reduce risk related to identifying individual users and/or revealing sensitive demographic characteristics. For example, the taxonomy of the proposed approach is designed to omit topics deemed sensitive, such as health, race, and sexuality.

We believe our Human Rights Program, Privacy Program, Publisher Policies, Privacy Sandbox proposals, and continued work with regulators and the broader community on our initiatives address the concerns raised by the proponent. Consequently, we do not believe adopting this proposal would be in the best interest of the company and our stockholders.

Required Vote

Approval of the stockholder proposal requires the affirmative FOR vote of the holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock present or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class. Unless marked to the contrary, proxies received will be voted AGAINST the stockholder proposal.

Alphabet Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE STOCKHOLDER PROPOSAL.

ALPHABET ●2023 PROXY STATEMENT        91

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Proposal Number 12  Stockholder Proposal Regarding Algorithm Disclosures

Trillium Asset Management, on behalf of the John Hancock ESG Large Cap Core Fund, as lead filer, along with a number of other co-filers, whose names, addresses, and stockholdings will be provided by us upon request, have advised us that they intend to submit the proposal set forth below for consideration at our Annual Meeting.

Improving Algorithmic Systems Disclosures

Whereas legislators, regulators, academics, and civil society increasingly require information to help understand how algorithmic systems can lead to discriminatory and other harmful outcomes in education, labor, medicine, criminal justice, and online platforms.¹

In 2022 the White House published a Blueprint for an AI Bill of Rights including a call for “algorithmic impact assessments” from independent evaluators to look for discrimination.²

In 2021: (1) bipartisan lawmakers introduced the Filter Bubble Transparency Act, which would require companies to provide a version of their products which uses an “input-transparent” algorithm; (2) the Social Media Disclosure and Transparency of Advertisements Act was introduced in Congress and would force disclosure regarding online targeted advertisements; and (3) Washington, D.C. Attorney General Karl Racine introduced the Stop Discrimination by Algorithms Act, which would require companies to audit algorithms for discriminatory impact.³

General artificial intelligence bills or resolutions were introduced in at least 17 U.S. states in 2022 and enacted in four.⁴

In the EU, the European Commission is working on an artificial intelligence regulation to address risks associated with uses of AI and to build trustworthy artificial intelligence.⁵

In 2021, an investigation by The Markup found that Google Ads “blocks advertisers from using 83.9 percent of social and racial justice terms”. White supremacist and anti-Muslim ideologies have appeared on YouTube and can lead to offline violence; for example, the New Zealand Royal Commission found that content on YouTube radicalized the man who massacred 51 people at Christchurch mosques in 2019.⁶

In 2020, Google fired Timnit Gebru, co-lead of Google’s AI ethics team, after she conducted research that found Google’s technology could perpetuate racism and sexism.⁷

Promoting fairness, accountability, and transparency in artificial intelligence is central to its utility and safety to society. The Open Technology Institute has recommended a set of algorithmic disclosures for tech companies. Deloitte has said algorithmic risk management “requires continuous monitoring of algorithms”. The Mozilla Foundation and researchers at New York University have put forward recommendations and technical standards for algorithm and ad transparency.⁸ Shareholders believe that improved disclosure will help in building and maintaining users and investors’ trust, that will ultimately drive long-term, sustainable value creation.

Resolved, shareholders request Alphabet go above and beyond its existing disclosures and provide more quantitative and qualitative information on its algorithmic systems. Exact disclosures are within management’s discretion, but suggestions include, how Alphabet uses algorithmic systems to target and deliver ads, error rates, and the impact these systems had on user speech and experiences. Management also has the discretion to consider using the recommendations and technical standards for algorithm and ad transparency put forward by the Mozilla Foundation and researchers at New York University.

(1)	https://d1y8sb8igg2f8e.cloudfront.net/documents/Cracking_Open_the_Black_Box.pdf
(2)	https://www.whitehouse.gov/ostp/ai-bill-of-rights/
(3)	https://finance.yahoo.com/news/bipartisan-bill-seeks-curb-recommendation-225203490.html; https://trahan.house.gov/news/documentsingle.aspx?DocumentID=2112; https://oag.dc.gov/release/ag-racine-introduces-legislation-stop
(4)	https://www.ncsl.org/research/telecommunications-and-information-technology/2020-legislation-related-to-artificial-intelligence.aspx#2022
(5)	https://digital-strategy.ec.europa.eu/en/policies/european-approach-artificial-intelligence
(6)	https://themarkup.org/google-the-giant/2021/04/09/how-we-discovered-googles-social-justice-blocklist-for-youtube-ad-placements; https://www.cnbc.com/2020/12/08/youtube-radicalized-christchurch-shooter-new-zealand-report-finds.html
(7)	https://www.wired.com/story/google-timnit-gebru-ai-what-really-happened/
(8)	https://www.newamerica.org/oti/reports/why-am-i-seeing-this/promoting-fairness-accountability-and-transparency-around-algorithmic-recommendation-practices/; https://www2.deloitte.com/content/dam/Deloitte/us/Documents/risk/us-risk-algorithmic-machine-learning-risk-management.pdf; https://blog.mozilla.org/en/mozilla/facebook-and-google-this-is-what-an-effective-ad-archive-api-looks-like; https://foundation.mozilla.org/en/campaigns/mandating-tools-to-scrutinize-social-media-companies/; and https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3898214

ALPHABET ●2023 PROXY STATEMENT        92

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Alphabet Opposing Statement

Given our existing policies and disclosures regarding our technologies, the industry-leading quality of the algorithms used by our various services, the multi-framework approach to our transparency efforts, and the potential harm to our services risked by disclosing further information about our algorithms, our Board believes the additional information requested by this proposal would not provide substantial value to our stockholders and recommends a vote AGAINST this proposal.

We Already Provide Significant Information About Our Product Policies and Procedures

Supporting a trustworthy and transparent digital ecosystem for our users, advertisers, and publishers is critical to our business. Our approach to algorithm disclosure requires us to focus on providing an appropriate level of transparency to mitigate related risks and bolster trust, balancing the critical business need to protect first and foremost our users and their privacy, and also the proprietary information that is foundational to our business — all of which could be misused in the wrong hands.

Any consideration of rules around algorithmic transparency must consider the serious risk that information could be exploited by bad actors, user privacy could be impacted, and commercially sensitive information could be exposed. The algorithms that platforms use to manage content are confidential and core to how they serve and protect users.

We believe that algorithmic transparency can be effective — and safe — where it is focused on explaining what the algorithm is intended to do and how it works in general terms. That is why we publish a number of policies and reports that provide meaningful visibility into how those services operate, as well as provide easy-to-use tools that put users in control, including:

●	An overview of How Search Works, including how we build and operate Google Search, when and why we remove content from search results, how we update our systems to improve results, and how Google’s Search Quality Rater Guidelines help evaluate and improve search quality around the world.
●	A website called How YouTube Works to explain how YouTube fosters a responsible platform that the users, creators, and artists who make up our community can rely on. It includes information on YouTube’s policies, including the YouTube Community Guidelines that outline what type of content is not allowed on YouTube. The YouTube Community Guidelines are a key part of our broader suite of policies and are regularly updated in consultation with outside experts. The site also includes information about product features, including how recommendations work, along with user controls such as privacy settings, ads settings, and parental controls.
●	A YouTube Community Guidelines transparency report, updated quarterly. This report provides data on how YouTube enforces its policies and details how automated flagging systems help detect violative content. YouTube relies on a combination of automated technology combined with human review to identify and remove content that violates its policies. We also review content when it is flagged to us and take action against any violations discovered in a review.
●	The YouTube Researcher Program, launched in July 2022, through which YouTube has expanded access to YouTube’s global Data API to advance the public’s understanding of the platform.
●	Our Google Ads Policies and our Google Publisher Policies provide guidelines for publishers and advertisers to help maintain trust in our ads ecosystem by, for instance: (1) outlining our approach to ensure a safe and positive experience for our users, and (2) clearly disclosing how we consider ads or destinations that we believe may to be harmful to users or displays shocking content or promotes hatred, intolerance, discrimination, or violence. Our Personalized Ads Policies provide substantial information on our personalized advertising policies, with separate pages for sensitive interest categories.
●	For the past decade, we have published an Ads Safety Report each year, which outlines our efforts to prevent malicious use of our ads platforms.
●	Ads controls for users, through My Ad Center and About this Ad. These give users greater control over their ad experience. On Google services, like YouTube and Search, and on sites that partner with Google to show ads, users can block an ad, report an ad, learn who paid for an ad, and much more. We will roll out My Ad Center gradually across all Google services in 2023.

With respect to our work developing AI, as our CEO Sundar Pichai reaffirmed in a blog post titled An important next step in our AI journey in February 2023: “Whether it’s applying AI to radically transform our own products or making these powerful tools available to others, we’ll continue to be bold with innovation and responsible in our approach.” We provide extensive public disclosure on our progress in developing AI responsibly, which we have shared with the proponent. For example:

●	Our publicly available AI Principles commit to developing AI that is socially beneficial, is accountable to people, and does not create or reinforce unfair biases.
●	In January 2023 we published our 2022 AI Principles Progress Update, our latest annual report that provides additional transparency about our cross-company approach to AI governance, which centers our AI Principles, education and resources, and structure and processes.
●	We publicly share knowledge, research, tools, datasets, and other resources on the responsible development of AI.

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Our executive leadership teams have championed the responsible and transparent development of AI, including in blog posts titled Responsible AI: Looking back at 2022, and to the future and Why we focus on AI (and to what end), both published January 2023, and The next generation of AI for developers and Google Workspace, published in March 2023.

As we innovate, transparency and responsibility continue to guide our approach in AI development and governance.

Numerous Studies Have Found That Our Algorithms Deliver High-Quality, Reliable Results

We invest significant resources in developing and maintaining the industry-leading quality of the algorithms used by our various services, and have teams devoted to avoiding unfairness in machine learning or other advanced tools. Multiple academic and journalistic studies of our services, including Search, Ads, YouTube, and more, have found that those services deliver high-quality results, and do not reflect political or other improper biases. And we publish a significant volume of research into our efforts to improve our algorithms and related services.

Disclosure of Additional Details on Proprietary Algorithmic Systems Could Harm the Quality of Our Services

Many of our services rely on constantly evolving algorithms to provide high-quality performance to our users. But many actors in the digital ecosystem have incentives to manipulate or exploit those algorithms in ways that would compromise their integrity. Providing proprietary information with regard to our algorithmic systems would not provide meaningful information to investors, but could disclose trade secrets, enable others to game our systems through illegitimate “search engine optimization”, bypass established protections, or reveal information about our business operations and advertising products that could be used to compromise our operations and the quality of our services.

Our Algorithm Transparency Efforts Are Informed by Many Different Frameworks

Our algorithm transparency efforts are informed by many different frameworks — including regulatory frameworks like the Digital Services Act and multi-stakeholder self-regulatory efforts like the World Economic Forum principles — and we work to ensure that our approach appropriately captures the complexity of our business model and the variety of our products. As we continue to evolve our transparency programs, we are also working with technical experts, industry peers, standards bodies, civil societies, academics, and regulators in the U.S., EU, and elsewhere, to develop responsible algorithmic transparency standards. Our multi-framework approach allows us to continue evolving our current programs and prepare for upcoming regulatory requirements. We have efforts underway that include developing centralized infrastructure, expanding adoption of transparency and interpretability tools, and building out algorithmic transparency efforts in products like Search and Ads.

Given these considerations, our comprehensive policies, and our existing level of disclosure, our Board believes that additional disclosure requested by this proposal would not provide substantial additional information to stockholders and could increase the risk of harm to our services.

Required Vote

Approval of the stockholder proposal requires the affirmative FOR vote of the holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock present or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class. Unless marked to the contrary, proxies received will be voted AGAINST the stockholder proposal.

Alphabet Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE STOCKHOLDER PROPOSAL.

ALPHABET ●2023 PROXY STATEMENT        94

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Proposal Number 13  Stockholder Proposal Regarding a Report on Alignment of YouTube Policies With Legislation

Boston Common Asset Management has advised us that it intends to submit the proposal set forth below for consideration at our Annual Meeting.

Alphabet 2022-2023 Shareholder Proposal

Whereas, YouTube and parent company Alphabet have faced numerous problems associated with its content moderation and platform design, including the site being a central repository for and viral propagator of conspiracy theories, propaganda, fake news, extremist, and hateful content and facilitating the sexual exploitation of women and children and other crimes impacting the most vulnerable, including trafficking, sextortion and harassment;

Despite tremendous effort and leadership at YouTube, the platform remains an important part of the Child Sexual Abuse Exploitation Ecosystem, by being a place of contact for grooming and coercion, livestreaming and housing CSA material. For example, in Tanzania, total online child sexual exploitation and abuse-related offences on YouTube increased by 50% in two years between 2017 and 2019¹ and in Thailand, of the 43 children who were most recently offered money or gifts in return for sexual images or videos, ages 12-17, 60% reported YouTube as the platform it occurred on,²(in Kenya it was 24%³ and Uganda was 12%⁴);

Traffickers in certain industries used YouTube to recruit and interact with those eventually trafficked;⁵

While YouTube has dramatically reduced online extremist content and disinformation and the largely unmoderated platforms BitChute and Odysee have rapidly become amplification chambers for disinformation, hateful content and incendiary and violent material; popular channels including those of Mike Cernovich and Andrew Tate continue to monetize their content on their YouTube Channels⁶, even while continually flagged for hateful content, disinformation and incitement of violence;”

An American Defamation League survey, “Online Hate and Harassment: The American Experience 2021,” found 21% of those who experienced online harassment or hate reported that at least some of that harassment occurred on YouTube;

The White House has recently convened a Listening Session on Tech Platform Accountability, announcing core principles forthcoming;⁷

The US State Department recently announced the Roadmap for the Global Partnership for Action on Gender-based Online Harassment and Abuse;⁸

Standing international law governing digital platforms, which balances harm reduction and rights protection exists in the European Union’s Digital Services Act and Australia’s Online Safety Act of 2021;

Online safety legislation is emerging domestically and internationally including the California Age-Appropriate Design Code Act, the United Kingdom Parliament’s introduction the Online Safety Bill, and the US bicameral Congressional introduction of the Digital Platform Commission Act of 2022;

Failure to adequately prepare for the implementation of legislation will have a material financial impact on the Company through regulatory fines and penalties;

Be it Resolved: Shareholders request that Alphabet issue a report at reasonable cost and omitting proprietary information, disclosing whether and how the Company intends to minimize legislative risk by aligning YouTube policies and procedures worldwide with the most comprehensive and rigorous online safety regulations, such as the European Union’s Digital Service Act⁹ and the UK Online Safety Bill¹⁰.

(1)	https://www.end-violence.org/sites/default/files/2022-03/DH_Tanzania_ONLINE_final_revise%20020322.pdf
(2)	https://www.end-violence.org/sites/default/files/2022-02/DH_Thailand_ONLINE_final.pdf
(3)	https://www.end-violence.org/sites/default/files/2021-10/DH%20Kenya%20Report.pdf
(4)	https://www.end-violence.org/sites/default/files/2021-11/DH_Uganda_ONLINE_final%20Report.pdf
(5)	https://polarisproject.org/wp-content/uploads/2018/08/A-Roadmap-for-Systems-and-Industries-to-Prevent-and-Disrupt-Human-Trafficking-Social-Media.pdf
(6)	https://bhr.stern.nyu.edu/youtube-report
(7)	https://www.whitehouse.gov/briefing-room/statements-releases/2022/09/08/readout-of-white-house-listening-session-on-tech-platform-accountability/?utm_ source=newsletter&utm_medium=email&utm_campaign=newsletter_axioslogin&stream=top
(8)	https://www.state.gov/2022-roadmap-for-the-global-partnership-for-action-on-gender-based-online-harassment-and-abuse/
(9)	https://digital-strategy.ec.europa.eu/en/policies/digital-services-act-package
(10)	https://bills.parliament.uk/bills/3137

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Alphabet Opposing Statement

We are committed to balancing creative expression with our responsibility to protect the community from harmful content. We have longstanding policies and procedures to foster a responsible platform that the users, creators, and artists who make up our vibrant online community can rely on, and we work continuously to keep pace with the changing landscape of online content. Against the backdrop of increasing and ever-evolving online safety regulations, we have also intensified our company-wide regulatory readiness initiatives, including within YouTube, all under appropriate senior management and Board oversight. Further, as we shared with the proponent, we have published a number of substantive disclosures to meet rigorous reporting requirements, and we provide transparency to the public about our compliance efforts. Our Board believes the additional report requested by this proposal would not provide additional useful information to our stockholders and therefore recommends a vote AGAINST this proposal.

We Provide Significant Information About YouTube’s Policies and Procedures to Further Our Commitment to Online Safety

It is our responsibility to manage what is on the YouTube platform so that people can access authoritative information without being exposed to content that violates our policies. We publicly disclose a number of policies and procedures that support this commitment to responsibility. We develop and update YouTube’s policies in consultation with a wide range of external industry and policy experts, as well as creators. Examples include the major updates to the hate speech and harassment policies in 2019; the rollout of the 2020 policy to address harmful conspiracy theory content; the COVID-19 medical misinformation policy, which evolved throughout the course of the pandemic; and the extensive work to ensure the integrity of democratic elections. These policies and disclosures include:

●	YouTube’s help center, which provides information about our content policies, including the YouTube Community Guidelines and Advertising-Friendly Guidelines; eligibility requirements for the YouTube Partner Program; account management and content control settings for creators and users; and basic how-tos for creators. The sections pertaining to our policies provide examples of what content is prohibited, how we evaluate content for Educational, Documentary, Scientific or Artistic (EDSA) context, and content that may have monetization restrictions placed on it.
●	The How YouTube Works website, which explains how YouTube provides a responsible platform. It includes information on YouTube’s policies, including the YouTube Community Guidelines that outline what type of content is not allowed on YouTube. The YouTube Community Guidelines are a key part of our broader suite of policies and are regularly updated in consultation with outside experts. The site also includes information about product features, including how recommendations work, along with user controls such as privacy settings, ads settings, and parental controls.
●	A YouTube Community Guidelines transparency report, updated quarterly. This report provides data on how YouTube enforces its policies and details how automated flagging systems help detect violative content. YouTube relies on a combination of automated technology combined with human review to identify and remove content that violates its policies.
●	A metric called Violative View Rate, disclosed as part of the YouTube Community Guidelines transparency report, which measures the progress on removing violative videos by estimating the percentage of views on violative videos.
●	Additional information, including quantitative data, on specific policies, product features, and initiatives on YouTube’s blog. The blog enables us to supplement our regular transparency initiatives with deep dives on subjects like EDSA exceptions, our recommendation system, and timely information about critical responsibility initiatives on topics like elections.

We Do Extensive Regulatory Compliance Work

As the proponent notes, we face a number of rigorous online safety regulations worldwide, and we continuously monitor these regulations and their potential effects. A comprehensive compliance program aims at minimizing legal risks that may result from a determination of insufficient compliance.

The roadmap to regulatory readiness begins well before legislation is enacted. In the early stages of the policymaking process, members of Google’s Legal and Government Affairs and Public Policy teams analyze the potential regulation, assess the impact, and partner with our product teams to identify opportunities for improvement. These teams engage regularly with relevant regulatory bodies such as the EU Commission and OfCom in the United Kingdom. We strive to explain our approach, contribute suggestions, and take feedback to recalibrate our compliance efforts where appropriate.

Google has developed an extensive regulatory compliance operation, focused on assessing regulatory readiness and progressing the workstreams necessary to execute on our compliance plans in a complex and evolving environment.

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Our Transparency Efforts Aim to Meet Robust Reporting Requirements

Most — if not all — of these new regulatory frameworks include robust reporting requirements. For example, we recently prepared and submitted a nearly 200-page baseline report under the EU’s Code of Practice on Disinformation for the period July 1, 2022 to September 30, 2022, which is available on the European Commission’s website. This baseline report represents a meaningful first step in the work Google and YouTube have undertaken to meet our commitments under the Code, including an in-depth overview of actions taken under YouTube’s misinformation policies. This is in addition to the reporting requirements laid out in the Digital Services Act, which require us to make public a prescribed set of data on a regular basis. Further, we have published a number of reports in accordance with regulations that are updated regularly and can be found on the PDF Download Center of our Google Transparency Report, including the EU Platform to Business Annual Report; Information about Monthly Active Recipients under the Digital Services Act; and Regulation (EU) 2021/784 on Addressing the Dissemination of Terrorist Content Online Transparency Report. Given the nature of these reports, and the additional required risk assessments and data access provisions, we believe that the information we need to prepare under these frameworks will be more substantive and informative in nature than the type of report the proponent has requested in this proposal.

Further, Google and YouTube are committed to sharing data that sheds light on how the policies and actions of governments affect privacy, security, and access to information online, and we have voluntarily issued detailed, timely disclosures regarding compliance and product changes in relation to new regulations. For example, in January 2020 we issued a blog post titled Better protecting kid’s privacy on YouTube, and in August 2021 we issued a blog post titled YouTube’s approach to copyright, outlining YouTube’s response to the European Copyright Directive and our engagement with policymakers across Europe on our development and implementation of compliance plans.

We Have Effective Board Oversight of Risks Associated With Legal, Regulatory, and Compliance Matters

As codified in its charter, the Audit Committee provides oversight for various risks, including those associated with legal, regulatory, compliance, and reputation risks, and the steps we take to prevent, detect, monitor, and actively manage such exposures. In addition to its quarterly meetings that align with our quarterly and annual reports during which the Audit Committee discusses risk matters, the Audit Committee has additional meetings to dedicate more time to discussing risk and compliance matters, including regulatory readiness and compliance management topics presented by our Chief Compliance Officer and the head of the Alphabet Regulatory Response, Investigations and Strategy team. The full Board also regularly receives reports on regulatory readiness compliance matters from both Google’s President, Global Affairs and Chief Legal Officer and its General Counsel.

Given the significant regulatory readiness work underway with effective Board oversight, our transparency efforts to meet the evolving reporting requirements, and our practice of keeping the public informed about regulatory compliance and related product initiatives, our Board believes that implementing this proposal would not provide additional benefit to our stockholders.

Required Vote

Approval of the stockholder proposal requires the affirmative FOR vote of the holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock present or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class. Unless marked to the contrary, proxies received will be voted AGAINST the stockholder proposal.

Alphabet Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE STOCKHOLDER PROPOSAL.

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Proposal Number 14  Stockholder Proposal Regarding a Content Governance Report

The National Legal and Policy Center has advised us that it intends to submit the proposal set forth below for consideration at our Annual Meeting.

Risk Audit on Content Censorship

RESOLVED:

Shareholders request that Alphabet Inc. (“Company”) issue a report at reasonable cost – omitting proprietary or legally privileged information – reviewing the vulnerabilities of its enforcement of Google’s and YouTube’s Terms of Service related to content policies, and assessing the risks posed by content management controversies related to issues such as election interference, freedom of expression, and inequitable application of policies, and how they affect the Company’s finances, operations, and reputation.

SUPPORTING STATEMENT:

Evidence has accumulated over many years that show Alphabet Inc.’s platforms discriminate against disfavored speech, interfered in elections, and is undeniably prejudiced. Major examples include:

●	In leaked Company emails, employees discussed using “ephemeral experiences” to change users’ views. Back in 2016, the Company’s chief financial officer said, “we will use the great strength and resources and reach we have” to advance Google’s values. Consequentially, senior research psychologist Dr. Robert Epstein found that – based on 1.5 million search experiences his team aggregated in 2020 – that the Company’s manipulations could have shifted up to six million votes to Joe Biden.1
●	A study of voter outreach by 2020 political candidates, conducted by North Carolina State University’s Department of Computer Science, found that Google’s Gmail “marked 59.3% more emails from [conservative] candidates as spam compared to the [progressive] candidates.”2
●	The Republican National Committee claimed that Gmail sent more than 22 million of its emails to spam during a critical fundraising period in the 2022 election cycle. The Company has incurred a lawsuit and a complaint to the Federal Elections Commission due to the alleged suppression.3
●	A Media Research Center analysis of the most tightly contested 2022 U.S. Senate races found that ten of 12 Republican candidates’ campaign websites (83%) appeared far lower (or did not appear at all) on page one of Google’s organic search results, compared to their Senate Democratic Party opponents’ campaign websites.4

In addition to the above examples, the Company is the target of a credible, major lawsuit by the states of Missouri and Louisiana, based on extensive evidence that the Company violated users’ First Amendment rights.

Shareholders need to know whether the Company is engaged in unconstitutional censorship, and whether the Company exercises its content moderation in violation of its Terms of Service, opening the Company to liability claims by victims. Shareholders also need to know whether the Company is failing to disclose these potential liabilities as material risks in its public filings. There is currently no single source providing shareholders the information sought by this resolution.

(1)	Epstein, Dr. Robert. “Google is Shifting Votes on a Massive Scale, But A Solution is At Hand,” Daily Caller, Nov. 6, 2022. See https://bit.ly/3EY7AFW.
(2)	“A Peek into the Political Biases in Email Spam Filtering Algorithms During US Election 2020.” See https://arxiv.org/pdf/2203.16743.pdf.
(3)	“RNC Files Lawsuit Against Google,” Republican National Committee press release, Oct. 21, 2022. See https://bit.ly/3Xrmtlg.
(4)	Pariseau, Gabriela. “Google CAUGHT Manipulating Search, Buries GOP Campaign Sites in 83% of Top Senate Races.” Newsbusters, Oct. 25, 2022. See https://bit.ly/3UUxmAF

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Alphabet Opposing Statement

We devote substantial effort to preventing misuse of our platforms and ensuring content is appropriately provided across our different platforms. We complement these efforts to combat manipulation of our platforms with transparent disclosure on our policies and enforcement practices to enable our users and stakeholders to assess their application and efficacy. Further, we have established safeguards to ensure our policies are designed and enforced without improper bias. Our Board oversees these efforts, believes that the report requested by this proposal would not provide additional useful information to our stockholders, and recommends a vote AGAINST this proposal.

We Have Safeguards in Place to Ensure That We Design and Enforce Our Policies Free From Improper Bias

We have safeguards in place to ensure that we design and enforce our policies in a way that is free from improper bias. The U.S. Federal Election Commission dismissed the complaint referenced by the proponent, issuing a unanimous and bipartisan decision that noted that the Commission “found no reason to believe” we acted improperly.

We enforce our policies consistently, regardless of who or what is involved. We have a rigorous quality assurance process for all cases across our products, and multiple reviewers assess “gray area” cases that approach a policy boundary. We carefully evaluate decisions to remove or de-monetize websites and content on our services and seek to harmonize the application of our policies across those services.

We Have Undertaken Substantial Efforts to Prevent the Manipulation and Abuse of Our Platforms

The abuse of our platforms to spread harmful content and disinformation is antithetical to our mission to organize the world’s information and make it universally accessible and useful, and we have a responsibility to prevent such abuses. Moreover, our business model depends on our services providing a useful and trustworthy source of information for all our users. As a result, we have undertaken substantial efforts to prevent the manipulation and abuse of our platforms and have publicly reported on many of these efforts.

We strike a careful balance among the free flow of information, safety, efficiency, accuracy, and other competing values and priorities. Our product, policy, and enforcement decisions in this complex environment are guided by a set of principles across the spectrum of our products and services:

●	Value openness and accessibility: We aim to provide access to an open and diverse information ecosystem and believe that a healthy and responsible approach to supporting information quality should aim at keeping content accessible. Removal of content is among the important levers we use to address information quality, but we use it judiciously, particularly in the context of Search.
●	Respect user choice: We believe that users looking for content that is not illegal or prohibited by our policies should be able to find it, while we seek to avoid presenting low quality content to users who are not looking for it.
●	Build for everyone: Our services are used around the world by users from different cultures, languages, and backgrounds, and at different stages in their lives. Our product and policy development and policy enforcement decisions consider the diversity of our users and seek to address their needs appropriately.

These priorities have guided our evolving approach, taking into account shifting user expectations and norms, increasing sophistication of malicious actors, our growing technological ability to identify and remove violative content, and the evolving nature of the web.

We Take a Thoughtful and Tailored Approach to the Content Available on Each Product and Service and Are Transparent About How We Enforce Our Policies

We take a carefully tailored approach to how we make content available on each product and service and how we enforce our policies. Each of the products and services we offer has a different purpose, and people have different expectations of what kind of content they will find on each.

As examples:

●

On Google Search: We do not remove web results from Search, except in very limited circumstances, such as illegal content. Our collection of blog posts on How Search Works describe how we build and operate Google Search, when and why we remove content from search results, how we update our systems to improve results, and how Google’s Search Quality Rater Guidelines help improve search quality around the world. The Search Rater Guidelines are also designed to prevent bias entering into the testing process. They explicitly state that “[r]atings should not be based on your personal opinions, preferences, religious beliefs, or political views”. When we make improvements to our systems, we look for ways to improve Search across not just a few queries, but a broad range of topics. These changes do not target specific sites and, our products, processes, policies do not consider political viewpoints. We also process thousands of removal requests every year, and share that information in our Google Transparency Report.

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●	On Google News: We connect users to diverse sources of media and news and contribute to media plurality by reducing barriers, increasing choice for consumers, contributing to a diverse news landscape, and promoting independent news outlets. Tools like Google Search and Google News make it easy to discover a broad range of trustworthy and authoritative information from a wide variety of sources. For example, Stanford researchers have found that: (a) “search results don’t exclude sources from either end of the political spectrum”; (b) “the news sources [displayed in top search results] most commonly held a relatively centrist point of view”; and (c) the “range of sources from which Google [Search] draws is reflective of the broader media landscape”. We publish our content and behavior policies for Google News to promote a positive experience for our users and publishing partners.
●	On YouTube: YouTube’s search ranking system enables users to sort through a vast number of videos to find the most relevant and useful results to their queries. We have automated flagging systems that flag content that may violate the YouTube Community Guidelines, complemented by thousands of reviewers who operate around the clock. The YouTube Community Guidelines contain policies against hate speech, deceptive practices, scams, impersonation, spam, harassment, and other abusive content. We have taken aggressive action to ensure compliance with the YouTube Community Guidelines. For example, from July 2022 to September 2022, we removed over 207 million videos after channel-level suspensions.
●	On Google Ads: Our Google Ads policies govern what content can and cannot be monetized to help ensure the safety of the content of both ads and publisher sites. Our annual ‘Ads Safety’ report outlines how we enforce our advertising policies, including the number of ads that were removed, the number of pages that we stopped showing ads on, the number of advertiser and publisher accounts we terminated, and the updates we made to our policies.

In December 2022, we also published in a blog post titled Recapping our work on the 2022 U.S. midterm elections that outlined how our work in the US midterm elections helped to surface authoritative election information, how our cyber-security tools helped high-risk users stay secure online, and how our policies and counter-abuse systems protected our users and products.

We Have a Robust Approach to Content Governance, Including Board Oversight

We continually enhance our robust approach to content governance and management of risks related to content governance and potential abuse of our platforms. This work is a top priority of the company and our Board. Members of our senior management team regularly meet with the Audit Committee to discuss our efforts to ensure platform quality. The Audit Committee reviews and discusses with senior management our major risk exposures and the steps we take to prevent, detect, monitor, and manage those exposures.

Given the significant work that we have done in these areas, our public reporting of these issues, and our commitment to continue to keep the public informed about our efforts, our Board believes that implementing this proposal would not benefit our stockholders.

Required Vote

Approval of the stockholder proposal requires the affirmative FOR vote of the holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock present or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class. Unless marked to the contrary, proxies received will be voted AGAINST the stockholder proposal.

Alphabet Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE STOCKHOLDER PROPOSAL.

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Proposal Number 15   Stockholder Proposal Regarding a Performance Review of the Audit and Compliance Committee

Harrington Investments, Inc., as lead filer, along with a number of other co-filers, whose names, addresses, and stockholdings will be provided by us upon request, have advised us that they intend to submit the proposal set forth below for consideration at our Annual Meeting.

Performance Review of Audit and Compliance Committee

WHEREAS: Alphabet Board’s Audit and Compliance Committee (“Committee”) is charged with overseeing “Alphabet’s major risk exposures, including financial, operational, data privacy and security, competition, legal, regulatory, compliance, civil and human rights, sustainability, and reputational risks.”

Nevertheless, increasing concern regarding the impact on public well-being of Alphabet’s data privacy, content management, corporate transparency, and artificial intelligence (“AI”) operations raise doubts about the Committee’s ability to oversee those issues.

Numerous lawsuits allege Google deceived consumers and invaded their privacy by tracking their location data. Google settled one such case with 40 state attorneys general for $391.5 million, another with Arizona for $85 million, and an Illinois-based class action over violations of a state privacy law regarding misuse of Google Photos for $100 million. Rhode Island is leading a lawsuit claiming Alphabet fraudulently concealed security vulnerabilities, such as with Google+; an appellate court found a “strong inference” top executives were aware of, but intentionally concealed, such information from investors.

The Department of Justice is investigating Alphabet for antitrust violations, Alphabet has been sued for monopolizing the online digital advertising market, and the European Union imposed a $4.13 billion fine finding Google’s Android operating system violated competition law.

Alphabet’s YouTube platform has been plagued by content management issues, including failing to remove channels disseminating antisemitic and white supremacist content, and spreading dis and misinformation globally, especially in languages other than English. Researchers have found Google’s ad platforms a critical source of funding for covid, climate, election, and other disinformation websites, yet opaque to those seeking to monitor advertisers potentially violating the platform’s terms of use.

Alphabet’s forays into AI pose other risks. The White House “Blueprint for an AI Bill of Rights” recommends the use of AI consider safety, avoid discrimination, protect data privacy, inform users when its being applied, and allow people to opt out of AI interaction. Yet Google forced out researchers who identified racial bias in AI and raised ethical concerns regarding testing of an AI chatbot.

RESOLVED: Shareholders request the Board commission an independent assessment of the role of its Audit and Compliance Committee in ensuring effective Board oversight, above and beyond legal compliance, of material risks to public well-being from company operations.

SUPPORTING STATEMENT: The review should be conducted at reasonable expense and publish a public report, omitting confidential or privileged information, by September 1, 2024.

Proponents recommend the review assess the extent to which the Committee has implemented or may implement best practices for corporate risk. The report should recommend any appropriate mitigation measures such as additional access to internal and external experts, director training, increasing the frequency of Committee engagement or delegating risk issues to a separate board committee, and providing an avenue for employees to anonymously report issues to the board or Committee.

Vote YES on this proposal to protect investor value through authentic risk oversight at Alphabet.

Alphabet Opposing Statement

Our Board believes that our Audit Committee has the requisite experience, skill set, and protocols to conduct the robust risk oversight sought by the proponent. Consequently, our Board believes that the assessment requested by this proposal would not be an effective use of company resources or result in better direction or performance, and recommends a vote AGAINST this proposal.

The Audit Committee Has the Requisite Experience, and Uses Robust Strategies and Protocols to Effectively Fulfill its Risk Oversight Responsibilities

Our Board has taken a thoughtful approach to committee composition to ensure that committee members have backgrounds that enable them to provide proper oversight of the many issues that Alphabet encounters. Our directors have extensive backgrounds as entrepreneurs, technologists, operational and financial experts, academics, scientists, investors, advisors, nonprofit board members, and government leaders — skills and expertise directly relevant to our strategic and oversight priorities.

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Our Board, as a whole and through its committees, has responsibility for oversight of risk management. The oversight responsibility of our Board and its committees is enabled by management reporting processes, including an annual company-wide risk assessment, that are designed to identify, assess, and manage critical risks and mitigation strategies. While our Board is ultimately responsible for risk oversight at Alphabet, our Board has delegated to its committees oversight of risks associated with their respective areas of responsibility.

The Audit Committee is responsible for overseeing our enterprise risk management and major risk exposures, including risks beyond the scope of financial and operations risks. The Audit Committee has rigorous frameworks and processes for fulfilling these responsibilities, and regularly evaluates and adjusts its strategies to best meet the needs of our Board and Alphabet. Detailed information about the Audit Committee’s work, the number of times it meets each year, and the process for our Board and committee evaluations is included in this proxy statement.

In addition to the Audit Committee’s quarterly meetings that align with our quarterly and annual reports on risk matters, the Audit Committee has additional meetings to dedicate more time to discussing risk and compliance matters, including data privacy and security, competition, legal, regulatory, compliance, civil and human rights, sustainability, and reputational risks. In 2022, the Audit Committee met nine times. The Audit Committee also regularly receives reports from senior management on matters including data privacy, human rights, and civil rights, and it meets in executive session with key management personnel and representatives of outside advisors as needed.

The Audit Committee has a key role in oversight of matters raised in the stockholder proposal including data privacy, alleged antitrust violations, and risks related to AI. Successfully managing these and other areas of risk are all critical to maintaining our customers’ and stakeholders’ trust and to ensuring our long-term business success, and are important priorities of the Audit Committee and our Board. The Audit Committee regularly discusses these risks with senior management, regularly evaluating the company’s robust data privacy, use and protection policies and protocols and reviewing any material incidents, litigation and investigation risks as it relates to antitrust, cybersecurity, IP, and other matters.

While the primary responsibility for oversight of these risks sits with the Audit Committee, it may elevate issues that require the attention of the full Board. Employees can confidentially and anonymously submit concerns to the Audit Committee regarding accounting, auditing, and internal control matters, or other relevant risks.

A Third-Party Assessment Would Not Result in Better Direction or Performance for the Audit Committee

While we share the stockholder’s belief in the importance of robust risk oversight, particularly on issues that may “impact public well-being,” we believe that an outside assessment of the Audit Committee’s performance would not result in appreciably better direction or performance. The time and effort involved in such a report, especially one compiled by outside parties not familiar with the company or without relevant expertise, might actually distract from our Board’s and the Audit Committee’s ongoing work. Our risk oversight framework envisions a role for the full Board and each of its committees in overseeing Alphabet’s major risk exposures, letting them fully consider particular circumstances and bring to bear their broader context and understanding of the company.

Finally, in connection with our Board’s annual evaluation process, the Audit Committee also reviews and reassesses the adequacy of its charter and makes recommendations regarding any proposed changes. Past evaluations and assessments have shown that our Board, the Audit Committee and our individual directors believe there are not significant issues with the scope of the Audit Committee’s responsibilities or its ability to effectively oversee Alphabet’s risk exposures.

For all of these reasons, our Board believes that implementing this proposal would not provide our stockholders with significant incremental benefit.

Required Vote

Approval of the stockholder proposal requires the affirmative FOR vote of the holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock present or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class. Unless marked to the contrary, proxies received will be voted AGAINST the stockholder proposal.

Alphabet Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE STOCKHOLDER PROPOSAL.

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Proposal Number 16Stockholder Proposal Regarding Bylaws Amendment

James McRitchie and Myra K. Young have advised us that they intend to submit the proposal set forth below for consideration at our Annual Meeting.

 

Resolved

James McRitchie and other shareholders request that directors of Alphabet Inc. (“Company”) amend its bylaws to include the following language:

Shareholder approval is required for any advance notice bylaw amendments that:

1.	require the nomination of candidates more than 90 days before the annual meeting,
2.	impose new disclosure requirements for director nominees, including disclosures related to past and future plans, or
3.	require nominating shareholders to disclose limited partners or business associates, except to the extent such investors own more than 5% of the Company’s shares.

Supporting Statement

Under SEC Rule 14a-19, the universal proxy card must include all director nominees presented by management and shareholders for election.¹ Although the Rule implies each side’s nominees must be grouped together and clearly identified as such, in a fair and impartial manner, most rules for director elections are set in company bylaws.

For Rule 14a-19 to be implemented equitably, boards must not undertake bylaw amendments that deter legitimate efforts by shareholders to submit nominees. The bylaw amendments set forth in the proposed resolution would presumptively deter legitimate use of Rule 14a-19 by deterring legitimate efforts by shareholders to seek board representation through a proxy contest.

The power to amend bylaws is shared by directors and shareholders. Although directors have the power to adopt bylaw amendments, shareholders have the power to check that authority by repealing board-adopted bylaws. Directors should not amend the bylaws in ways that inequitably restrict shareholders’ right to nominate directors. This resolution simply asks the board to commit not to amend the bylaws to deter legitimate efforts to seek board representation, without submitting such amendments to shareholders. We urge the Board not to further amend its advance notice bylaws until shareholders have at least voted on this proposal.

Bloomberg’s Matt Levine speculates bylaws might require disclosure submissions “on paper woven from unicorns’ manes,”² with requirements waived for the board’s nominees. While Mr. Levine depicts humorous and exaggerated possibilities, some companies are adopting amendments clearly designed to discourage fair elections.

Directors of at least one company (Masimo Corp.) recently adopted bylaw amendments that could deter legitimate efforts by shareholders to seek board representation through a proxy contest. Masimo’s advance notice bylaws “resemble the ‘nuclear option’ and offers a case study in how rational governance devices can become unduly weaponized, writes Lawrence Cunningham.³ Directors of other companies are considering similar proposals.

To ensure shareholders can vote on any proposal that would impose inequitable restrictions, we urge a vote FOR Fair Elections.

To Enhance Shareholder Value, Vote FOR Fair Elections – Proposal 16

(1)	https://www.ecfr.gov/current/title-17/chapter-II/part-240/section-240.14a-19
(2)	https://www.bloomberg.com/opinion/articles/2022-10-27/credit-suisse-gives-first-boston-gets-a-second-chance?sref=a7KhiWzs
(3)	https://corpgov.law.harvard.edu/2022/10/23/the-hottest-front-in-the-takeover-battles-advance-notice-bylaws/

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Alphabet Opposing Statement

While we share the proponent’s goals of providing stockholders with opportunities to take advantage of the advance notice and universal proxy provisions in our Bylaws, we believe this proposal would not provide any meaningful additional benefit for our stockholders.

The proponent is requesting a Bylaws amendment for something that is largely already in our current Bylaws. We amended our Bylaws in October 2022, following SEC rule changes and careful deliberations by our Board, in an effort to ensure both that (i) our stockholders would benefit from having a meaningful opportunity to nominate candidates with minimal unnecessary challenges and steps, and (ii) any director nominees nominated via our universal proxy advance notice provisions would meet minimum qualification, competency, and disclosure requirements in compliance with applicable laws. We have informed the proponent of our recent Bylaw changes, and have shared the above rationale for those changes. Our Board therefore recommends a vote AGAINST this proposal.

Our Current Bylaws Largely Includes the Advance Notice Provisions Requested by the Proponent

The proponent requests that our Bylaws include language requiring stockholder approval for any advance notice bylaw amendments that touch on two areas: submission deadlines and disclosure.

First, the proponent requests that we amend our Bylaws mandating stockholder approval for any advance notice bylaw amendments that “require the nomination of candidates more than 90 days before the annual meeting.” Our Bylaws have included advance notice provisions since the date of our initial public offering as Google Inc. in August 2004, and these provisions have always included a market-standard timeframe of requiring advance notice by stockholders “not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the anniversary date of the immediately preceding annual meeting.”

Second, the proponent requests that we amend our Bylaws to mandate stockholder approval for any advance notice bylaw amendments that “impose new disclosure requirements for director nominees, including disclosures related to past or future plans, or require nominating shareholders to disclose limited partners or business associates, except to the extent such investors own more than 5% of the Company’s shares.” As with many other companies following the SEC’s adoption of Rule 14a-19 in November 2021, our Board considered and ultimately adopted a series of amendments to our Bylaws (on October 19, 2022), which are reflected in our current Bylaws filed with the SEC and available on our Investor Relations website. Our current Bylaws do require certain disclosures from stockholder nominees, but only to the extent required for us to satisfy the relevant securities disclosure rules with respect to those nominees in our proxy materials as well as to meet NASDAQ requirements, such as the requirements for biographical information of director nominees, information about related-person transactions under Regulation S-K, and information about actual or potential conflicts of interest. It is worth highlighting that we request the same information from our company-nominated director nominees.

In approving our October 2022 amendments to our Bylaws, our Board carefully and intentionally avoided an approach that would be overly burdensome for nominating stockholders — including the one referenced in the proponent’s supporting statement. Outside of the objectives to ensure a minimum standard of competence and qualification, and to ensure that we are able to provide sufficient disclosure about each of the candidates as required by law, our Board sought to minimize the changes being made to the advance notice/universal proxy provisions of our Bylaws, so that we could provide stockholders with a meaningful opportunity to present candidates for election without unnecessarily burdensome requirements. We are confident that our October 2022 amendments struck the proper balance and ensure that the company complies with its SEC and NASDAQ requirements.

For these reasons, our Board believes that this proposal requesting yet another Bylaw amendment to address sections we updated in October 2022 would not provide any meaningful additional benefit for our stockholders, and therefore recommends a vote AGAINST this proposal.

Required Vote

Approval of the stockholder proposal requires the affirmative FOR vote of the holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock present or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class. Unless marked to the contrary, proxies received will be voted AGAINST the stockholder proposal.

Alphabet Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE STOCKHOLDER PROPOSAL.

ALPHABET ●2023 PROXY STATEMENT        104

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Proposal Number 17Stockholder Proposal Regarding “Executives to Retain Significant Stock”

John Chevedden has advised us that he intends to submit the proposal set forth below for consideration at our Annual Meeting.

Proposal 17 - Executives To Retain Significant Stock

Shareholders urge that our executive pay committee adopt a policy requiring senior executives to retain 50% of stock acquired through equity pay programs until reaching normal retirement age and to report to shareholders regarding the policy in our Company’s next annual meeting proxy. For the purpose of this policy, normal retirement age would be an age of at least 60 and be determined by our executive pay committee.

This single unified policy shall prohibit hedging transactions for shares subject to this policy which are not sales but reduce the risk of loss to the executive. Otherwise our directors might maneuver to avoid the impact of this proposal.

This policy shall supplement any other share ownership requirements that have been established for senior executives, and should be implemented without violating current company contractual obligations or the terms of any current pay or benefit plan. The Board is encouraged to obtain waivers of any current pay or benefit plan for senior executives that might delay implementation of this proposal.

Requiring senior executives to hold a significant portion of stock obtained through executive pay plans would focus our executives on our company’s long-term success. A Conference Board Task Force report stated that hold-to-retirement requirements give executives “an ever-growing incentive to focus on long-term stock price performance.”

Please vote yes:
Executives To Retain Significant Stock – Proposal 17

Alphabet Opposing Statement

While we share the proponent’s belief in the importance of aligning the interests of our senior management with those of our stockholders, we believe our existing stock ownership guidelines and policies substantially implement the proponent’s request. In addition, we believe we have designed our executive officer compensation programs to reinforce and maintain this stockholder alignment. Our Board therefore believes this proposal would not provide any meaningful additional benefit for our stockholders and recommends a vote AGAINST this proposal.

Our Existing Stock Ownership Guidelines and Policies Effectively Align Senior Management With Our Stockholders

We have had robust existing stock ownership guidelines for our senior executives for many years that are reviewed, and updated, from time to time by the Compensation Committee. Our stock ownership guidelines are publicly set forth in Alphabet’s Corporate Governance Guidelines, and can be found on our Investor Relations website.

These stock ownership guidelines:

●	align the interests of our senior management with those of our stockholders,
●	require our senior executives to hold significant amounts of Alphabet stock, and
●	apply so long as any member of our senior executive team remains in their role.

Under these guidelines, our Senior Vice Presidents must hold shares of Alphabet stock equal in value to at least $7.5 million, and our Chief Executive Officer must hold shares of Alphabet stock equal in value to at least $35 million — for as long as they remain in their respective roles. They have until the later of: (i) April 20, 2024; or (ii) five years from hire or promotion into those roles to comply with these requirements. We believe these required holding amounts are significant, and help align the interests of our senior executives with those of our stockholders.

In addition, we have policies that prohibit short sales, hedging transactions, and pledging of company stock by our senior management and employees. These policies further align the economic interests of our senior management with our stockholders.

ALPHABET ●2023 PROXY STATEMENT        105

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We Design Our Executive Officer Compensation Programs to Attract and Retain the World’s Best Talent, Support Alphabet’s Culture of Innovation and Performance, and Align Senior Management and Stockholder Interests

We use our equity awards to align senior management and stockholder interests and provide incentives for continued service. We believe that retaining and developing the best talent over the long-term is a key factor in our business success and ability to continue creating value for our stockholders.

We grant equity awards to our named executive officers to incent focus on long-term stockholder value and commitment to the company. The Compensation Committee annually evaluates the structure of our equity awards to ensure the right balance of time-and performance-based equity that supports the objectives of our compensation philosophy, aligns with our business priorities, and considers the perspectives of our stockholders.

In recent years, we have also introduced the use of performance equity to further align senior management and stockholder interests. These performance equity awards will vest, if at all, based on the total shareholder return performance of Alphabet relative to the companies comprising the S&P 100 over a multi-year performance period, subject to a senior executive’s continued employment on the vesting date. Depending upon performance, the number of performance stock units that vest will range from 0%-200% of target.

We accordingly believe there is already strong alignment of interests between our senior executives and our stockholders. Our Board therefore believes that implementing this proposal would not provide our stockholders with significant incremental benefit.

Required Vote

Approval of the stockholder proposal requires the affirmative FOR vote of the holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock present or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class. Unless marked to the contrary, proxies received will be voted AGAINST the stockholder proposal.

Alphabet Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE STOCKHOLDER PROPOSAL.

ALPHABET ●2023 PROXY STATEMENT        106

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Proposal Number 18Stockholder Proposal Regarding Equal Shareholder Voting

The NorthStar Asset Management, inc. Funded Pension Plan has advised us that it intends to submit the proposal set forth below for consideration at our Annual Meeting.

Give Each Share an Equal Vote

RESOLVED:

Shareholders request that our Board take all practicable steps in its control to initiate and adopt a recapitalization plan for all outstanding stock to have one vote per share. We recommend that this be done through a phase-out process in which the board would, within seven years or other timeframe justified by the board, establish fair and appropriate mechanisms through which disproportionate rights of Class B shareholders could be eliminated. This is not intended to unnecessarily limit our Board’s judgment in crafting the requested change in accordance with applicable laws and existing contracts.

SUPPORTING STATEMENT:

In our company’s multi-class voting structure, Class B stock has 10 times the voting rights of Class A. As a result, Mr. Page and Mr. Brin currently control over 51% of our company’s total voting power while owning less than 12% of stock – and will continue to retain voting control even though they have stepped down from leading the company. This raises concerns that the interests of public shareholders may be subordinated to those of our co-founders.

Due to this voting structure, our company takes public shareholder money but refuses shareholders an equal voice in the company’s management. For example, it was primarily the weight of the insiders’ 10 votes per share that permitted the creation of a non-voting class of stock (class C) despite the fact that the “majority of [shareholders] voted to oppose the maneuver.” The New York Times reported that “only about 12.7 percent of Google’s Class A stockholders — other than Mr. Brin, Mr. Page and other Google directors and employees — voted in support of issuing the Class C stock … With little regard for the shareholders’ opinion, Google continued with the plan.”

A variety of corporate governance experts illustrate a growing concern about multi-class share structures:

●	As of July 2017, the S&P Dow Jones Indices announced that certain indices will no longer add companies with multiple share class structures;
●	The Council for Institutional Investors (CII) recommends a seven-year phase-out of dual class share offerings. The International Corporate Governance Network supports CII’s recommendation “to require to a time-based sunset clause for dual class shares to revert to a traditional one-share/one-vote structure no more than seven years after a company’s IPO date.”
●	The International Corporate Governance Network supports CII’s recommendation “to require to a time-based sunset clause for dual class shares to revert to a traditional one-share/one-vote structure no more than seven years after a company’s IPO date.”
●	The Investor Stewardship Group recommends that “shareholders should be entitled to voting rights in proportion to their economic interest” and “boards should have a strong, independent leadership structure.”
●	As of November 1, 2022, Institutional Shareholder Services (ISS), which rates companies on governance risk, gave our company a 10, its highest risk category, for the Governance QualityScore.

Shareholders are encouraged to vote FOR this good governance request to allow better shareholder oversight.

ALPHABET ●2023 PROXY STATEMENT        107

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Alphabet Opposing Statement

Our Board believes that the capital structure set out in our Amended and Restated Certificate of Incorporation is in the best interests of the company and our stockholders and recommends a vote AGAINST this proposal.

Our Long-Term Oriented Capital Structure Effectively Serves Stockholders

Since its inception, Google has been managed with a focus on the long term. This focus was emphasized by our co-founders, Larry Page and Sergey Brin, in their letter to our stockholders at the time of Google’s initial public offering in 2004: “We are creating a corporate structure that is designed for stability over long time horizons.” They reiterated their commitment to our long-term focus in their April 2012 letter to our stockholders: “We have always managed Google for the long term, investing heavily in the big bets we hope will make a significant difference in the world.” The implementation of our holding company, Alphabet, in October 2015 further reinforces this view.

Our success is owed in large part to the leadership and vision originated by our co-founders and carried on today by Alphabet CEO Sundar Pichai. We have established a track record of building a strong company and creating stockholder value. This value creation is supported by the stability provided by our capital structure, which insulates us from short-term pressures and gives us greater ability to focus on long-term interests.

Our Governance Structure and Independent Board Leadership Holds Management Accountable

We have established a robust governance structure that ensures effective independent oversight and enables our Board to hold management accountable to the best interests of the company and our stockholders. Our Board leadership structure is regularly evaluated and has been modified at times to uphold strong independent oversight in our evolving business and operating environment, including the establishment of the role of independent Chair in 2018. Today, under this structure, our Board, with a majority of independent directors, is led by John L. Hennessy, our non-executive, independent Chair, and our key committees are composed entirely of independent directors, which promotes clear accountability.

Further, we maintain and periodically enhance our governance practices and stockholder rights, including annual elections of all director nominees and the introduction of a majority voting standard for directors in 2021. These enhancements are informed by feedback gathered from direct engagement with our stockholders, which is shared with and reviewed by our Board. These practices support our Board’s ability to hold management accountable and represent the interests of our stockholders.

Our Board believes that our capital structure, which it evaluates annually, combined with our strong governance practices, have provided significant stability to the company and proven benefits to our stockholders, and believes that implementing this proposal would not be in the best interests of the company and our stockholders.

Required Vote

Approval of the stockholder proposal requires the affirmative FOR vote of the holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock present or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class. Unless marked to the contrary, proxies received will be voted AGAINST the stockholder proposal.

Alphabet Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE STOCKHOLDER PROPOSAL.

ALPHABET ●2023 PROXY STATEMENT        108

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

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PROXY MATERIALS

1.

Why am I receiving these materials?

Our Board made these materials available to you online, or, upon your request, has delivered printed proxy materials to you, in connection with the solicitation of proxies for use at Alphabet’s 2023 Annual Meeting of Stockholders (Annual Meeting), which will take place on Friday, June 2, 2023 at 9:00 a.m., Pacific Time, via our virtual meeting site atwww.virtualshareholdermeeting.com/GOOGL23. You are invited to participate in and vote on the items of business described in this proxy statement at the Annual Meeting if you were an Alphabet Class A or Class B common stock holder as of the close of business on April 4, 2023, the Record Date for the Annual Meeting, or hold a valid proxy for the Annual Meeting. This proxy statement includes information that we are required to provide to you under the SEC rules and that is designed to assist you in voting your shares.

2.

What is included in the proxy materials?

The proxy materials include:

●	our proxy statement for the Annual Meeting;
●	our Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2022; and
●	the proxy card or a voting instruction form for the Annual Meeting.

3.

What information is contained in this proxy statement?

The information in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and certain of our executive officers, corporate governance, and certain other required information.

4.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

In accordance with rules adopted by the SEC, we may furnish proxy materials, including this proxy statement and our Annual Report, to our stockholders by providing access to such documents online instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (Notice), which was mailed to the holders of Class A and Class B common stock, will instruct you as to how you may access and review all of the proxy materials online. The Notice also instructs you as to how you may submit your proxy online. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.

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5.

I share an address with another stockholder and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, the proxy materials to multiple stockholders who share the same address unless we receive contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written request, we will deliver promptly a separate copy of the Notice and, if applicable, the proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the Notice and, if applicable, the proxy materials, stockholders may contact us as follows:

Investor Relations Alphabet Inc. 1600 Amphitheatre Parkway Mountain View, California 94043		Email: investor-relations@abc.xyz		(650) 253-3393

Stockholders who hold shares in street name (as described on page 111) may contact their brokerage firm, bank, broker-dealer, or other similar organization to request information about householding.

If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of the proxy materials, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of the proxy materials for your household, please contact us using one of the aforementioned methods.

6.

How can I access the proxy materials online?

The Notice, proxy card, or voting instruction form will contain instructions on how to:

●	view our proxy materials for the Annual Meeting online and vote your shares; and
●	instruct us to send our future proxy materials to you electronically by email.

Our proxy materials are also available on our Investor Relations website at https://abc.xyz/investor/other/annual-meeting/.

Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you, and will reduce the impact of printing and mailing these materials on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you revoke it.

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VOTING INFORMATION

7.

What items of business will be voted on at the Annual Meeting?

The items of business scheduled to be voted on at the Annual Meeting are set forth beginning on page 64 of this proxy statement. We will also consider any other business that properly comes before the Annual Meeting. See Question 21.

8.

How does our Board recommend that I vote?

Our Board recommends that you vote your shares “FOR” each of the director nominees; “FOR” Proposals Number 2, Number 3, and Number 4; every “3 YEARS” for Proposal Number 5; and “AGAINST” Proposals Number 6 through Number 18.

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9.

What shares can I vote?

Each share of Alphabet Class A common stock and Class B common stock issued and outstanding as of the close of business on April 4, 2023, the Record Date for the Annual Meeting, is entitled to be voted on all items being voted on at the Annual Meeting. Holders of Alphabet Class C capital stock have no voting power as to any items of business that will be voted on at the Annual Meeting. You may vote all shares of Alphabet Class A common stock and Class B common stock that you owned as of the Record Date, including shares held: (1) directly in your name as the stockholder of record, and (2) for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee. On the Record Date, we had 6,826,159,052 shares of Class A common stock and Class B common stock issued and outstanding, consisting of 5,943,457,010 shares of Class A common stock and 882,702,042 shares of Class B common stock. On the Record Date, we had 5,895,981,576 shares of Class C capital stock issued and outstanding.

10.

How many votes am I entitled to per share?

Each holder of shares of Alphabet Class A common stock is entitled to one (1) vote for each share of Class A common stock held as of the Record Date, and each holder of shares of Alphabet Class B common stock is entitled to ten (10) votes for each share of Class B common stock held as of the Record Date. The holders of the shares of Alphabet Class A common stock and Class B common stock are voting as a single class on all matters described in this proxy statement for which your vote is being solicited.

11.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Most Alphabet stockholders hold their shares as a beneficial owner through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

●

Stockholder of Record — If your shares are registered directly in your name with our transfer agent, Computershare Investor Services (Computershare), you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to grant your voting proxy directly to Alphabet or to vote during the Annual Meeting. If you requested to receive printed proxy materials, you may use the proxy card that was sent to you. You may also vote online, by telephone, or by mail as described in the Notice and under Question 13.

●

Beneficial Owner — If your shares are held in an account at a brokerage firm, bank, broker-dealer, trust, or other similar organization, like the vast majority of our stockholders, you are considered the beneficial owner of shares held in street name, and the Notice was forwarded to you by that organization. As the beneficial owner, you may vote online, by telephone, or by mail, as described in the Notice and under Question 13. You may also direct your broker, bank, trustee or nominee how to vote your shares, and you may vote during the Annual Meeting. If you do not wish to vote during the Annual Meeting or you will not be participating in the Annual Meeting, you may vote online, by telephone, or by mail, as described in the Notice and under Question 13.

12.

How can I vote my shares at the Annual Meeting?

This proxy statement was first mailed to stockholders on or about April 21, 2023. It is furnished in connection with the solicitation of proxies by our Board to be voted during the Annual Meeting for the purposes set forth in the accompanying Notice.

Participation in the Annual Meeting is limited to holders of Class A or Class B common stock as of April 4, 2023. You will be able to participate in, vote your shares electronically, and submit your questions during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/GOOGL23. To be admitted to and to vote at the Annual Meeting atwww.virtualshareholdermeeting.com/GOOGL23, you must enter the 16-digit control number found in the box marked by the arrow for postal mail recipients of the Notice, the voting instruction form, or the proxy card, or within the body of the email for electronic delivery recipients. If you encounter any technical difficulties accessing the Annual Meeting or during the Annual Meeting, please call: (844) 986-0822 (toll-free) or (303) 562-9302 (international). Technical support will be available 30 minutes prior to the start time of the Annual Meeting.

13.

How can I vote my shares without participating in the Annual Meeting?

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without participating in the Annual Meeting.

If you are a stockholder of record, you may vote by proxy online by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can also vote by mail or telephone pursuant to instructions provided on the proxy card.

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If you hold shares beneficially in street name, you may also vote by proxy online by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can also vote by telephone or mail by following the voting instruction form provided to you by your broker, bank, trustee, or nominee.

14.

Can I change my vote or revoke my proxy?

You can change your vote or revoke your proxy at any time before it is exercised at the Annual Meeting by taking any one of the following actions: (1) follow the instructions given for changing your vote online or by telephone or deliver a valid written proxy with a later date; (2) notify the Corporate Secretary in writing that you have revoked your proxy by mail at Alphabet Inc., 1600 Amphitheatre Pkwy, Mountain View, CA 94043; or (3) vote electronically during the Annual Meeting atwww.virtualshareholdermeeting.com/GOOGL23.

15.

Is my vote confidential?

Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Alphabet or to third parties, except: (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote, and (3) to facilitate a successful proxy solicitation.

16.

How many shares must be present or represented to conduct business at the Annual Meeting?

The quorum requirement for holding the Annual Meeting and transacting business is that holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock outstanding as of the Record Date must be present or represented by proxy. Both abstentions and broker non-votes (described below in Question 18) are counted for the purpose of determining the presence of a quorum.

17.

How are votes counted?

For each proposal submitted for a vote, except for Proposal Number 5, you may vote “FOR,” “AGAINST,” or “ABSTAIN.” If you elect to “ABSTAIN,” the abstention has the same effect as a vote “AGAINST.”

With respect to Proposal Number 5 to determine the frequency of stockholder advisory vote regarding compensation awarded to named executive officers, you may vote “1 YEAR,” “2 YEARS,” “3 YEARS,” or “ABSTAIN.” If you elect to “ABSTAIN,” the abstention does not count in the determination of which alternative receives the highest number of votes cast.

Broker non-votes (described below in Question 18) will not affect the outcome of any item of business being voted on at the Annual Meeting, assuming that a quorum is obtained.

If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. If no instructions are indicated on a properly executed proxy card or over the telephone or online, the shares will be voted as recommended by our Board.

18.

What is the voting requirement to approve each of the proposals?

The approval of Proposals Number 1 through 4 and 6 through 18 in each case requires the affirmative “FOR” vote of the holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class (meaning that of the shares represented at the Annual Meeting and entitled to vote, a majority of them must be voted “FOR” the proposal for it to be approved). In the case of Proposal Number 5 to determine the frequency of stockholder advisory vote regarding compensation awarded to named executive officers, the frequency that receives the highest number of votes cast will be deemed to be the frequency selected by our stockholders.

If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute “broker non-votes.” Broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. These matters are referred to as “non-routine” matters. All of the matters scheduled to be voted on at the Annual Meeting are “non-routine,” except for the proposal to ratify the appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2023. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered voting power present with respect to that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the Annual Meeting, assuming that a quorum is obtained.

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Please note that since brokers may not vote your shares on “non-routine” matters, including the election of directors (Proposal Number 1), the amendment and restatement of Alphabet’s Amended and Restated 2021 Stock Plan (Proposal Number 3), advisory vote to approve compensation awarded to named executive officers (Proposal Number 4), advisory vote on the frequency of advisory votes to approve compensation awarded to named executive officers (Proposal Number 5), and each of the stockholder proposals (Proposals Number 6 through Number 18), in the absence of your specific instructions, we encourage you to provide instructions to your broker regarding the voting of your shares.

19.

Is cumulative voting permitted for the election of directors?

No, you may not cumulate your votes for the election of directors.

20.

Who will bear the cost of soliciting votes for the Annual Meeting?

Alphabet is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials and soliciting votes. If you choose to access the proxy materials and/or vote online, you are responsible for internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or by electronic communication by our directors, officers, and employees, who will not receive any additional compensation for such solicitation activities. We have also retained Broadridge Financial Solutions, Inc. to assist us in the distribution of proxy materials and vote tabulation. We will pay Broadridge Financial Solutions, Inc. a fee of approximately $13,000 plus reasonable out-of-pocket expenses for these services.

21.

What happens if additional matters are presented at the Annual Meeting?

In addition to the 18 items of business described in this proxy statement, a stockholder has provided notice of intent to present a proposal at the Annual Meeting regarding the vesting of PSUs. The persons named as proxy holders, Sundar Pichai, Ruth M. Porat, Kent Walker, Halimah DeLaine Prado, and Kathryn W. Hall, or any of them, have discretionary authority in voting the proxies under Rule 14a-4(c) under the Exchange Act and intend to exercise such discretion to vote “AGAINST” such proposal if presented at the Annual Meeting.

Other than the above, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Sundar Pichai, Ruth M. Porat, Kent Walker, Halimah DeLaine Prado, and Kathryn W. Hall, or any of them, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. If, for any reason, any of the nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by our Board.

22.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting and publish final voting results on the 2023 Annual Meeting section of our Investor Relations website athttps://abc.xyz/investor/other/annual-meeting/. We will also disclose the final voting results in a Current Report on Form 8-K filed with the SEC within four business days of the Annual Meeting.

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PARTICIPATING IN THE ANNUAL MEETING

23.

How can I participate in the Annual Meeting?

You are entitled to participate in the Annual Meeting if you were a holder of Alphabet Class A or Class B common stock as of the Record Date or you hold a valid proxy for the Annual Meeting. We have adopted a virtual format for the Annual Meeting to make participation accessible for stockholders from any geographic location with Internet connectivity. We have worked to offer the same participation opportunities as were provided at our past meetings held in-person while further enhancing the online experience available to all stockholders regardless of their location. The accompanying proxy materials include instructions on how to participate in the Annual Meeting and how you may vote your shares.

Alphabet stockholders of Class A or Class B common stock (or their proxy holders) as of the close of business on the Record Date can participate in and vote at the Annual Meeting by logging in with the 16-digit control number found in the box marked by the arrow for postal mail recipients of the Notice, the voting instruction form, or the proxy card, or within the body of the email for electronic delivery recipients, atwww.virtualshareholdermeeting.com/GOOGL23. All others may view the Annual Meeting through our Investor Relations YouTube channel atwww.youtube.com/c/AlphabetIR.

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Whether or not you participate in the Annual Meeting, it is important that your shares be part of the voting process. Prior to the Annual Meeting, you may vote your proxy online, via telephone, or if you received a printed copy of your proxy materials, by mail — in each case the deadline for voting is 11:59 p.m., Eastern Time, on Thursday, June 1, 2023. To vote your shares online in advance of the Annual Meeting, go to the voting website,www.proxyvote.com and enter your 16-digit control number.

You may submit a question in advance of the Annual Meeting atwww.proxyvote.com after logging in with your 16-digit control number. Questions may be submitted during the Annual Meeting throughwww.virtualshareholdermeeting.com/GOOGL23.

We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately 30 minutes before the Annual Meeting on Friday, June 2, 2023. If you have difficulty accessing the Annual Meeting or during the Annual Meeting, please call: (844) 986-0822 (toll-free) or (303) 562-9302 (international). Technical support will be available 30 minutes prior to the start time of the Annual Meeting.

24.

Is the Annual Meeting going to be webcast?

For your convenience, we are pleased to offer a live webcast of the Annual Meeting through our Investor Relations YouTube channel athttps://www.youtube.com/c/AlphabetIR.

25.

Who will serve as inspector of elections?

Our independent inspector of elections, Broadridge Financial Services, Inc. will tabulate votes cast by proxy or electronically during the meeting. We expect to publish the final vote tabulation on the 2023 Annual Meeting section of our Investor Relations website athttps://abc.xyz/investor/other/annual-meeting/ within one business day after the Annual Meeting. We will also report the results in a Form 8-K filed with the SEC within four business days after the Annual Meeting.

26.

How can I contact Alphabet’s transfer agent?

Contact our transfer agent by either writing to Computershare Investor Services, PO BOX 43006, Providence, RI, 02940-3006 (courier services should be sent to Computershare Investor Services, 150 Royall Street, Suite 101, Canton, MA 02021), by telephoning shareholder services 1-866-298-8535 (toll free within the USA, US territories and Canada), or 1-781-575-2879 or by visiting Investor Centre™ portal atwww.computershare.com/investor.

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STOCKHOLDER PROPOSALS, DIRECTOR NOMINATIONS, AND RELATED BYLAW PROVISIONS

27.

What is the deadline to propose actions for consideration at next year’s Annual Meeting of Stockholders or to nominate individuals to serve as directors?

Stockholder Proposals: Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the 2024 Annual Meeting of Stockholders by submitting their proposals in writing to the Corporate Secretary in a timely manner. For a stockholder proposal to be considered timely for inclusion in our proxy statement for our 2024 Annual Meeting of Stockholders, the Corporate Secretary must receive the written proposal at our principal executive offices or at the email address set forth below no later than Saturday, December 23, 2023. If we hold our 2024 Annual Meeting of Stockholders more than 30 days before or after June 2, 2024 (the one-year anniversary date of the 2023 Annual Meeting of Stockholders), we will disclose the new deadline by which stockholder proposals must be received under Item 5 of Part II of our earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably determined to inform stockholders. In addition, stockholder proposals must otherwise comply with the requirements of Rule 14a-8 under the Exchange Act and with the SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed in one of the following two ways:

1. via email only:				2. via mail with a copy via email:
	corporatesecretary@abc.xyz	OR		Alphabet Inc. Attn: Corporate Secretary 1600 Amphitheatre Parkway Mountain View, California 94043	AND		corporatesecretary@abc.xyz

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1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and  Answers

6

Appendices

Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our bylaws provide that the only business that may be conducted at an annual meeting is business that is: (1) specified in the notice of a meeting given by or at the direction of our Board, (2) otherwise properly brought before the meeting by or at the direction of our Board, or (3) properly brought before the meeting by a stockholder entitled to vote at the annual meeting who has delivered timely written notice to the Corporate Secretary, which notice must contain the information specified in our bylaws. To be timely for our 2024 Annual Meeting of Stockholders, the Corporate Secretary must receive the written notice at our principal executive offices and/or at the email address set forth above:

●	not earlier than the close of business on Saturday, February 3, 2024, and
●	not later than the close of business on Monday, March 4, 2024.

If we hold our 2024 Annual Meeting of Stockholders more than 30 days before or after June 2, 2024 (the one-year anniversary date of the 2023 Annual Meeting of Stockholders), the notice of a stockholder proposal that is not intended to be included in our proxy statement must be received not later than the close of business on the earlier of the following two dates:

●	the 10th day following the day on which notice of the meeting date is mailed, or
●	the 10th day following the day on which public disclosure of the meeting date is made.

If a stockholder who has notified us of his or her intention to present a proposal at an annual meeting does not appear to present his or her proposal at such meeting, we are not required to present the proposal for a vote at such meeting.

Nomination of Director Candidates: Stockholders may propose director candidates for consideration by the Governance Committee. Any such recommendations should include the nominee’s name and qualifications for membership on our Board, and should be directed to the Corporate Secretary at the mailing and/or email address set forth above. For additional information regarding stockholder recommendations for director candidates, see “Directors, Executive Officers, and Corporate Governance—Corporate Governance and Board Matters—Consideration of Director Nominees—Stockholder Recommendations and Nominees” on page 34 of this proxy statement.

In addition, our bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, and in order for any such nomination to be included in the company’s proxy card (the “universal proxy” as contemplated pursuant to Rule 14a-19 under the Exchange Act), the stockholder must satisfy the requirements set forth in our bylaws and under Rule 14a-19 under the Exchange Act. In addition, the stockholder must give timely notice to the Corporate Secretary in accordance with the advance notice procedure set forth in our bylaws, which, in general, requires that the Corporate Secretary receive the notice within the time period described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in our proxy statement. Any notice of director nomination submitted to the Corporate Secretary must include the additional information required by Rule 14a-19(b) under the Exchange Act. The determination of whether any such nomination is in full compliance with all of the requirements described above is at the sole discretion of any director of our Board (or any committee of our Board), any authorized officer of the company, and the Chair of the annual meeting of stockholders.

Copy of Bylaw Provisions: A copy of our bylaws is available athttps://abc.xyz/investor/other/bylaws/. You may also contact the Corporate Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for submitting stockholder proposals and nominating director candidates.

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APPENDIX AALPHABET INC. AMENDED AND RESTATED 2021 STOCK PLAN

APPENDIX A
ALPHABET INC.
2012 STOCK PLAN

 

1.

Purpose of the Plan

 

This Plan is intended to promote the interests of the Company and its stockholders by providing the employees and consultants of the Company and members of the Board of Directors with incentives and rewards to encourage them to continue in the service of the Company and with a proprietary interest in pursuing the long-term growth, profitability and financial success of the Company.

 

2.

Definitions

 

As used in the Plan or in any instrument governing the terms of any Incentive Award, the following definitions apply to the terms indicated below:

 

(a)

(a)

“Alphabet” means Alphabet Inc., a Delaware corporation.

(b)

(b)

“Award” means any cash-based or stock-based award granted by the Committee to members of the Board of the Directors who are not employees of the Company in accordance with Section 3(b) below. Stock-based Awards may be in the form of any of the following, in each case in respect of Capital Stock: (a) Options, (b) stock appreciation rights, (c) restricted shares, (d) restricted stock units, (e) dividend equivalent rights and (f) other equity-based or equity-related Awards (including, without limitation, the grant or offer for sale of unrestricted shares of Capital Stock) that the Committee determines to be consistent with the purposes of the Plan and the interests of the Company. Cash-based awards may be in the form of (a)(i) retainers, (b)(ii) meeting-based fees or (c)(iii) any other cash award that the Committee determines to be consistent with the purposes of the Plan and the interests of the Company.

(c)

(c)

“Board of Directors” means the Board of Directors of Alphabet.

(d)

(d)

“Capital Stock” means Alphabet’s Class C Capital Stock,capital stock, $0.001 par value per share, or any other security into which such capital stock shall be changed as contemplated by the adjustment provisions of Section 109 of the Plan.

(e)

(e)

“Cash Incentive Award” means an award granted pursuant to Section 8 of the Plan.

(f)

(f)

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder.

(g)

(g)

“Committee” means the Leadership Development, Inclusion and Compensation Committee of the Board of Directors or such other committee, as the Board of Directors shall appoint from time to time to administer the Plan and to otherwise exercise and perform the authority and functions assigned to the Committee under the terms of the Plan.

(h)

(h)

“Company” means Alphabet and all of its Subsidiaries, collectively.

(i)		“Covered Employee” means each Participant who is an executive officer (within the meaning of Rule 3b-7 under the Exchange Act) of Alphabet.
(j)	(i)	“Deferred Compensation Plan” means any plan, agreement or arrangement maintained by the Company from time to time that provides opportunities for deferral of compensation.

(k)

(j)

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(l)

(k)

“Fair Market Value” means, with respect to a share of Capital Stock, as of the applicable date of determination (i) the closing sales price on the date of determination or, if not so reported for such day, the immediately preceding business day of a share of Capital Stock as reported on the principal securities exchange on which shares of Capital Stock are then listed or admitted to trading, or (ii) if not so reported, the closing bid price on the date of determination or, if not so reported for such day, on the immediately preceding business day as reported on Thethe NASDAQ Stock Market or (iii) if not so reported, as furnished by any member of the Financial Industry Regulatory Authority, Inc. selected by the Committee. In the event that the price of a share of Capital Stock shall not be so reported, the Fair Market Value of a share of Capital Stock shall be determined by the Committee in its sole discretion. Notwithstanding the preceding, for federal, state and local income tax reporting purposes and for such other purposes as the Committee deems appropriate, the Fair Market Value shall be determined by the Committee in accordance with uniform and nondiscriminatory standards adopted by it from time to time.

 

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(m)1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

(l)

“Incentive Award” means one or more Awards, Stock Incentive Awards and Cash Incentive Awards, collectively.

(n)		“Incentive Award Transfer Program” means any program instituted by the Board of Directors or the Committee which would permit Participants the opportunity to transfer any outstanding Incentive Awards to a financial institution or other Person selected by the Board of Directors or the Committee.
(o)	(m)	“ISO” shall meanmeans any Option, or portion thereof, awarded to a Participant pursuant to the Plan which is designated by the Committee as an incentive stock option and also meets the applicable requirements of an incentive stock option pursuant to Section 422 of the Code.

(p)

(n)

“Option” means a stock option to purchase shares of Capital Stock granted to a Participant pursuant to Section 6 of the Plan.

(q)

(o)

“Other Stock-Based Award” means an award granted to a Participant pursuant to Section 7 of the Plan.

(r)

(p)

“Participant” means an employee or consultant of the Company or a member of the Board of Directors who is eligible to participate in the Plan pursuant to the terms and conditions hereof and to whom one or more Incentive Awards have been granted pursuant to the Plan and have not been fully settled or cancelled and, following the death of any such Person, his successors, heirs, executors and administrators, as the case may be.

(s)		“Performance-Based Compensation” means compensation that satisfies the requirements of Section 162(m) of the Code for deductibility of “qualified performance-based compensation.”
(t)		“Performance Measures” means such measures as are described in Section 9 of the Plan on which performance goals are based in order to qualify certain awards granted hereunder as Performance-Based Compensation.
(u)		“Performance Percentage” means the factor determined pursuant to a Performance Schedule that is to be applied to a Target Award and that reflects actual performance compared to the Performance Target.
(v)		“Performance Period” means the period of time during which Performance Targets must be met in order to determine the degree of payout and/or vesting with respect to an Incentive Award that is intended to qualify as Performance-Based Compensation. Performance Periods may be overlapping.
(w)		“Performance Schedule” means a schedule or other objective method for determining the applicable Performance Percentage to be applied to each Target Award.
(x)		“Performance Target” means performance goals and objectives with respect to a Performance Period.
(y)	(q)	“Person” means a “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act, including any “group” within the meaning of Section 13(d)(3) under the Exchange Act.

(z)	(r)	“Plan”Permitted Transferee” means this 2012 Stock Plan, as it may be amended from time to time.
(aa)		“Securities Act” means the Securities Act of 1933, as amended.
(bb)		“Stock Incentive Award” means an Option or Other Stock-Based Award granted pursuant to the termsa member of the Plan.
(cc)		“Subsidiary” meansParticipant’s immediate family (child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships), any “subsidiary” withinperson sharing the meaningParticipant’s household (other than a tenant or employee), a trust in which these persons have more than 50% of Rule 405 under the Securities Act.
(dd)		“Target Award” means target payout amount for an Incentive Award.beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than 50% of the voting interests.

(s) “Plan” means this Alphabet Inc. 2021 Stock Plan, as it may be further amended from time to time.

(t) “Securities Act” means the Securities Act of 1933, as amended.

(u) “Stock Incentive Award” means an Option or Other Stock-Based Award granted pursuant to the terms of the Plan.

(v) “Subsidiary” means any “subsidiary” within the meaning of Rule 405 under the Securities Act.

3.

Stock Subject to the Plan and Limitations on Cash IncentiveNon-Employee Director Awards

(a)

Stock Subject to the Plan

The maximum number of shares of Capital Stock that may be covered by Incentive Awards granted under the Plan shall not exceed 58,500,0001,450,200,040 shares of Capital Stock in the aggregate. The maximum number of shares of Capital Stock that may be covered by Incentive Awards granted under the Plan that are intended to be ISOs shall not exceed 58,500,000 shares of Capital Stock in the aggregate.

The shares referred to in the preceding sentences of this paragraph shall be subject to adjustment as provided in Section 109 and the following provisions of this Section 3. Shares of Capital Stock issued under the Plan may be either authorized and unissued shares or treasury shares, or both, at the sole discretion of the Committee.

 

For purposes of the preceding paragraph, shares of Capital Stock covered by Incentive Awards shall only be counted as used to the extent they are actually issued and delivered to a Participant (or such Participant’s permitted transferees as described in the Plan) pursuant to the Plan. For purposes of clarification, in accordance with the preceding sentence if an Incentive Award is settled for cash or if shares of Capital Stock are withheld to pay the exercise price of an Option or to satisfy any tax withholding requirement in connection with an Incentive Award, only the shares issued (if any), net of the shares withheld, will be deemed delivered for purposes of determining the number of shares of Capital Stock that are available for delivery under the Plan. In addition, shares of Capital Stock related to Incentive Awards that expire, are forfeited or cancelled or terminateterminated for any reason

ALPHABET INC. | 2016 Proxy Statement    A-2

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without the issuance of shares shall not be treated as issued pursuant to the Plan. In addition, if shares of Capital Stock owned by a Participant (or such Participant’s permitted transferees as described in the Plan) are tendered (either actually or through attestation) to the Company in payment of any obligation in connection with an Incentive Award, the number of shares tendered shall be added to the number of shares of Capital Stock that are available for delivery under the Plan. Shares of Capital Stock covered by Incentive Awards granted pursuant to the Plan in connection with the conversion, replacement, or adjustment of outstanding equity-based awards to reflect a merger or acquisition (within the meaning of NASDAQ Listing Rule 5635(c) and Interpretive Material 5635-1) shall not count as used under the Plan for purposes of this Section 3. Notwithstanding anything to the contrary herein, shares of Capital Stock attributable to Incentive Awards transferred under any Incentive Award Transfer Program shall not again be available for delivery under the Plan.

 

(b)

Non-Employee Director Awards

 

In order to retain and compensate the non-employee members of the Board of Directors for their services, and to strengthen the alignment of their interests with those of the stockholders of the Company, the Plan permits the grant of cash-based and stock-based Awards to any non-employee member of the Board of Directors. Aggregate Awards granted to any non-employee

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1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

member of the Board of Directors in respect of any calendar year, solely with respect to his or her service as a non-employee member of the Board of Directors, may not exceed $1,500,000 based on the aggregate value of cash-based Awards and the Fair Market Value of any stock-based Awards, in each case determined as of the date of grant. The Board of Directors will reassess this cap at least once every five years. Non-employee members of the Board of Directors shall not be eligible to receive any Incentive Awards other than Awards.

 

(c)

Performance-Based Compensation LimitsSuccessor to the 2012 Plan

 

SubjectThe Plan is intended as the successor to adjustment asthe Alphabet Inc. Amended and Restated 2012 Stock Plan (the 2012 Plan). Following June 2, 2021, the date of the approval of the Plan by our stockholders (the Approval Date), no additional awards may be granted under the 2012 Plan. In addition, from and after the Approval Date, all outstanding awards granted under the 2012 Plan will remain subject to the terms of the 2012 Plan; provided, in Section 10, the maximum number ofhowever, that any shares of Capital Stock subject to awards under the 2012 Plan that may be coveredare outstanding as of the Approval Date that terminate by reason of expiration, forfeiture, cancellation, or otherwise, without the issuance of such shares, that are settled in cash, or that are tendered (either actually or through attestation) to the Company in payment of any obligation in connection with an award will become available for issuance of Incentive Awards intended to qualify as Performance-Based Compensation that are granted to any Covered Employeeunder the Plan (as further described in any calendar year shall not exceed 1,000,000 shares. The amount payable to any Covered Employee with respect to any calendar year for all Cash Incentive Awards shall not exceed $100 million. For purposes of the preceding sentence, the phrase “amount payable with respect to any calendar year” means the amount of cash, or value of other property, required to be paid based on the achievement of applicable Performance Measures during a Performance Period that ends in a calendar year, disregarding any deferral pursuant to the terms of a Deferred Compensation Plan unless the terms of the deferral are intended to comply with the requirements for performance-based compensation under Section 162(m) of the Code.3(a) herein).

 

4.

Administration of the Plan

 

The Plan shall be administered by a Committee of the Board of Directors consisting of two or more persons, each of whom qualifies as a “non-employee director” (within the meaning of Rule 16b-3 promulgated under Section 16 of the Exchange Act), an “outside director” within the meaning of Treasury Regulation Section 1.162-27(e)(3) and as “independent” within the meaning of any applicable stock exchange listing rules or similar regulatory authority. The Committee shall, consistent with the terms of the Plan, from time to time designate those employees and consultants of the Company and members of the Board of Directors who shall be granted Incentive Awards under the Plan and the amount, type and other terms and conditions of such Incentive Awards. All of the powers and responsibilities of the Committee under the Plan may be delegated by the Committee to any subcommittee thereof. In addition, the Committee may from time to time authorize a subcommittee consisting of one or more members of the Board of Directors (including members who are employees of the Company) or employees of the Company to grant Incentive Awards, subject to such restrictions and limitation as the Committee may specify and to the requirements of Delaware General Corporation Law Section 157.

 

The Committee shall have full discretionary authority to administer the Plan, including discretionary authority to interpret and construe any and all provisions of the Plan and the terms of any Incentive Award (and any agreement evidencing the grant of any Incentive Award) granted thereunder and to adopt and amend from time to time such rules and regulations for the administration of the Plan as the Committee may deem necessary or appropriate. The Committee shall have the authority, in its discretion, to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations related to sub-plans established for the purpose of satisfying applicable foreign laws and/or qualifying for preferred tax treatment under applicable foreign tax laws. For purposes of clarity, the Committee may exercise all discretion granted to it under the Plan in a non-uniform manner among Participants.

 

Without limiting the generality of the foregoing paragraph, the Committee shall determine whether an authorized leave of absence, or absence in military or government service, shall constitute termination of employment, provided that a Participant who is an employee will not be deemed to cease employment in the case of any leave of absence approved by the Company. Unless the Committee provides otherwise in the agreement evidencing the grant of an Incentive Award, vesting of Incentive Awards granted hereunder will be suspended during any unpaid leave of absence and will resume on the date the Participant returns to work on a regular schedule as determined by the Company, it being understood that no vesting creditCommittee, Awards granted under the Plan will be awarded forsubject to the Company’s leave policies as may be in effect from time vesting

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has been suspended during such leave of absence.to time. For purposes of ISOs, no such leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three months following the 91^stday of such leave, any ISO held by the Participant will cease to be treated as an ISO and will be treated for tax purposes as a non-qualified Option. The provisions of this paragraph shall be administered and interpreted in a manner that does not give rise to any tax under Section 409A of the Code.

 

The employment of a Participant with the Company shall be deemed to have terminated for all purposes of the Plan if such Participant is employed by or provides services to a Person that is a Subsidiary of the Company and such Person ceases to be a Subsidiary of the Company, unless the Committee determines otherwise. The Committee may, without limitation and in its discretion, in connection with any such determination, provide for the accelerated vesting of any Incentive Award upon or after such cessation, subject to such terms and conditions as the Committee shall specify. The employment of a Participant with the Company shall not be deemed to have terminated for any purpose of the Plan if such Participant is employed by a Person that is part of the Company, and such Participant’s employment is subsequently transferred to any other Person that is part of the Company, unless and to the extent the Committee specifies otherwise in writing in the instrument evidencing the grant of an Incentive Award or otherwise. A Participant who ceases to be an employee of the Company but continues, or simultaneously commences, services as a consultant or director of the Company shall not be deemed to have had a termination of employment for purposes of the Plan, unless the Committee determines otherwise. Decisions of the Committee shall be final, binding and conclusive on all parties. All discretion granted to the Committee pursuant to this paragraph must be exercised in a manner that would not cause any tax to become due under Section 409A of the Code.

 

On or after the date of grant of an Incentive Award under the Plan, the Committee may (i) accelerate the date on which any such Incentive Award becomes vested, exercisable or transferable, as the case may be, (ii) extend the term of any such Incentive Award, including, without limitation, extending the period following a termination of a Participant’s employment during which any such Incentive Award may remain outstanding, (iii) waive any conditions to the vesting, exercisability or transferability, as the case may be,

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1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

of any such Incentive Award or (iv) provide for the payment of dividends or dividend equivalents with respect to any such Incentive Award;provided, that the Committee shall not have any such authority to the extent that the grant of such authority would cause any tax to become due under Section 409A of the Code.

 

The Board of Directors or the Committee may, at any time, in its sole and complete discretion, implement an Incentive Award Transfer Program.

The Company shall pay any amount payable with respect to an Incentive Award in accordance with the terms of such Incentive Award, provided that the Committee may, in its discretion, defer the payment of amounts payable with respect to an Incentive Award subject to and in accordance with the terms of a Deferred Compensation Plan.

 

5.

Eligibility

 

The Persons who shall be eligible to be selected by the Committee from time to time to receive Incentive Awards pursuant to the Plan shall be those Persons (a) who are employees and consultants of, or who render services directly or indirectly to, the Company or (b) who are members of the Board of Directors. Each Incentive Award granted under the Plan shall be evidenced by an instrument in writing in form and substance approved by the Committee.

 

6.

Options

 

The Committee may from time to time grant Options, subject to the following terms and conditions:

 

(a)

Exercise Price

 

The exercise price per share of Capital Stock covered by any Option shall be not less than 100% of the Fair Market Value of a share of Capital Stock on the date on which such Option is granted.

 

	(b)	Term and Exercise of Options

(i)

Each Option shall become vested and exercisable on such date or dates, during such period and for such number of shares of Capital Stock as shall be determined by the Committee on or after the date such Option is granted and set forth in the agreement evidencing the grant of such Option;provided,however that no Option shall be exercisable after the expiration of ten (10) years from the date such Option is granted; andprovided,further, that each Option shall be subject to earlier termination, expiration or cancellation as provided in the Plan or in the agreement evidencing the grant of such Option.

	(ii)	Each Option may be exercised in whole or in part;provided,however, that no partial exercise of an Option shall be for an aggregate exercise price of less than $1,000. The partial exercise of an Option shall not cause the expiration, termination or cancellation of the remaining portion thereof.

 

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(iii)

An Option shall be exercised by such methods and procedures as the Committee determines from time to time, including, without limitation, through net physical settlement or other method of cashless exercise.

	(iv)	Options may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of a Participant, only by the Participant; provided, however, that the Committee may permit in its sole discretion Options (other than ISOs) to be sold, pledged, assigned, hypothecated, transferred, or disposed of, ontransferable to a general or specific basis, subject to such conditions and limitations as the Committee may determine, including through the implementation of an Incentive Award Transfer Program.
		Permitted Transferee.

(c)

Effect of Termination of Employment or Other Relationship

 

The agreement evidencing the grant of each Option shall specify the consequences with respect to such Option of the termination of the employment or other service between the Company and the Participant holding the Option.

 

(d)

Additional Terms for ISOs

 

Each Option that is intended to qualify as an ISO shall be designated as such in the agreement evidencing its grant, and each agreement evidencing the grant of an Option that does not include any such designation shall be deemed to be a non-qualified Option. ISOs may only be granted to Persons who are employees of the Company. The aggregate Fair Market Value (determined as of the date of grant of the ISOs) of the number of shares of Capital Stock with respect to which ISOs are exercisable for the first time by any Participant during any calendar year under all plans of the Company shall not exceed $100,000, or such other maximum amount as is then applicable under Section 422 of the Code. Any Option or a portion thereof that is designated as an ISO that for any reason fails to meet the requirements of an ISO shall be treated hereunder as a non-qualified Option. No ISO may be granted to a Person who, at the time of the proposed grant, owns (or is deemed to own under the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of common stock of the Company unless (i) the exercise price of such ISO is at least one hundred ten percent (110%) of the Fair Market Value of a share of Capital Stock at the time such ISO is granted and (ii) such ISO is not exercisable after the expiration of five years from the date it is granted. The maximum number of shares of Capital Stock that may be covered by Incentive Awards granted under the Plan that are intended to be ISOs shall not exceed 1,450,200,040 shares of Capital Stock in the aggregate.

 

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1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

(e)

Repricing.

 

Notwithstanding anything to the contrary herein, Alphabet may not reprice any Option without the approval of the stockholders of Alphabet. For this purpose, “reprice” means (i) any of the following or any other action that has the same effect: (A) lowering the exercise price of an Option after it is granted, (B) any other action that is treated as a repricing under U.S. generally accepted accounting principles (“GAAP”), or (C) cancelling an Option at a time when its exercise price exceeds the Fair Market Value of the underlying Capital Stock, in exchange for another Option, restricted stock or other equity, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction; and (ii) any other action that is considered to be a repricing under formal or informal guidance issued by Thethe NASDAQ Stock Market.

 

7.

Other Stock-Based Awards

 

The Committee may grant equity-based or equity-related awards not otherwise described herein in such amounts and subject to such terms and conditions (including any performance conditions) as the Committee shall determine. Without limiting the generality of the preceding sentence, each such Other Stock-Based Award may (a) involve the transfer of actual shares of Capital Stock to Participants, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of shares of Capital Stock, (b) be subject to performance-based and/or service-based conditions, (c) be in the form of stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share-denominated performance units and (d) be designed to comply with applicable laws of jurisdictions other than the United States and (e) be designed to qualify as Performance-Based Compensation;States; provided that each Other Stock-Based Award shall be denominated in, or shall have a value determined by reference to, a number of shares of Capital Stock that is specified at the time of the grant of such award.

 

8.

Cash Incentive Awards

 

The Committee may grant Cash Incentive Awards, with respect to any Performance Period, subject to terms and conditions determined by the Committee in its sole discretion, provided that such terms and conditions are consistent with the terms and conditions of the Plan. Cash Incentive Awards may be settled in cash or in other property, including shares of Capital Stock, provided that the term “Cash Incentive Award” shall exclude any Stock Incentive Award. Cash Incentive Awards shall be designed to qualify as Performance-Based Compensation.

 

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	9.	Performance-Based Compensation

(a)

Calculation

The amount payable with respect to an Incentive Award that is intended to qualify as Performance-Based Compensation shall be determined in any manner permitted by Section 162(m) of the Code.

(b)

Discretionary Reduction

Unless otherwise specified in the agreement evidencing the grant of an Incentive Award that is intended to qualify as Performance-Based Compensation, the Committee may, in its discretion, reduce or eliminate the amount payable to any Participant with respect to the Incentive Award, based on such factors as the Committee may deem relevant, but the Committee may not increase any such amount above the amount established in accordance with the relevant Performance Schedule. For purposes of clarity, the Committee may exercise the discretion provided by the foregoing sentence in a non-uniform manner among Participants.

(c)

Performance Measures

The performance goals upon which the payment or vesting of any Incentive Award (other than Options and stock appreciation rights) that is intended to qualify as Performance-Based Compensation depends shall relate to one or more of the following Performance Measures: market price of Capital Stock, earnings per share of Capital Stock, income, net income or profit (before or after taxes), economic profit, operating income, operating margin, profit margin, gross margins, return on equity or stockholder equity, total shareholder return, market capitalization, enterprise value, cash flow (including but not limited to operating cash flow and free cash flow), cash position, return on assets or net assets, return on capital, return on invested capital, return on sales, stockholder returns, economic value added, cash value added, earnings or net earnings (before or after interest, taxes, depreciation and amortization), earnings from continuing operations, operating earnings, controllable profits, sales or revenues, sales growth, new orders, capital or investment, ratio of debt to debt plus equity, ratio of operating earnings to capital spending, new product innovation, product release schedules or ship targets, market share, cost reduction goals, inventory or supply chain management initiatives, budget comparisons, implementation or completion of specified projects or processes, customer satisfaction MBOs (management by objectives), productivity, expense, margins, operating efficiency, working capital, the formation of joint ventures, research or development collaborations, or the completion of other transactions, any other measure of financial performance that can be determined pursuant to GAAP, or any combination of any of the foregoing.

A Performance Measure (i) may relate to the performance of the Participant, Alphabet, a Subsidiary of Alphabet, the Company, any business group, business unit or other subdivision of the Company, or any combination of the foregoing, as the Committee deems appropriate and (ii) may be expressed as an amount, as an increase or decrease over a specified period, as a relative comparison to the performance of a group of comparator companies or a published or special index, or any other external measure of the selected performance criteria, as the Committee deems appropriate. The measurement of any Performance Measure may exclude the impact of unusual, non-recurring or extraordinary items or expenses; items relating to financing activities; charges for restructurings or productivity initiatives; other non-operating items; discontinued operations; items related to the disposal of a business or segment of a business; the cumulative effect of changes in accounting treatment; items related to a change in accounting principle; items related to changes in applicable laws or business conditions; any impact of impairment of tangible or intangible assets; any impact of the issuance or repurchase of equity securities and or other changes in the number of outstanding shares of any class of Alphabet equity securities; any gain, loss, income or expense attributable to acquisitions or dispositions of stock or assets; items attributable to the business operations of any entity acquired by Alphabet during a Performance Period; stock-based compensation expense; in-process research and development expense; future contributions to the Google Foundation; gain or loss from all or certain claims and/or litigation and insurance recoveries; items that are outside the scope of Alphabet’s core, on-going business activities; and any other items, each determined in accordance with GAAP and as identified in Alphabet’s audited financial statements, including the notes thereto.

(d)

Performance Schedules

Within ninety (90) days after the beginning of a Performance Period, and in any case before twenty-five percent (25%) of the Performance Period has elapsed, the Committee shall establish (a) Performance Targets for such Performance Period, (b) Target Awards for each Participant, and (c) Performance Schedules for such Performance Period.

(e)

Termination of Employment

With respect to an Incentive Award that is intended to qualify as Performance-Based Compensation, the consequences of the termination of employment of the Participant holding such Incentive Award shall be determined by the Committee in its sole discretion and set forth in the applicable agreement evidencing the grant of the Incentive Award, it being intended that no agreement providing for a payment to a Participant upon termination of employment shall be given effect to the extent that it would cause an Incentive Award that was intended to qualify as Performance-Based Compensation to fail to so qualify.

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(f)

Committee Discretion

Nothing in this Section 9 is intended to limit the Committee’s discretion to adopt conditions with respect to any Incentive Award that is not intended to qualify as Performance-Based Compensation. In addition, the Committee may, subject to the terms of the Plan, amend previously granted Incentive Awards in a way that disqualifies them as Performance-Based Compensation.

10.	AdjustmentAdjustments Upon Certain Changes

 

Subject to any action by the stockholders of Alphabet required by law, applicable tax rules or the rules of any exchange on which shares of common stock of Alphabet (for the avoidance of doubt, references to common stock of Alphabet in this Plan shall include Capital Stock) are listed for trading:

 

(a)

Shares Available for Grants

 

In the event of any change in the number or type of shares of common stock of Alphabet outstanding by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or similar corporate change, or any change in the type and number of shares of common stock of Alphabet outstanding by reason of any other event or transaction, the Committee shall make appropriate adjustments in the type and maximum aggregate number of shares with respect to which the Committee may grant Incentive Awards, and the type and maximum aggregate number of shares with respect to which the Committee may grant Incentive Awards that are intended to be ISOs, and the type and maximum aggregate number of shares with respect to which the Committee may grant Incentive Awards that are intended to qualify as Performance-Based Compensation to any Covered Employee in any calendar year.ISOs.

 

(b)

Increase or Decrease in Issued Shares Without Consideration

 

In the event of any increase or decrease in the number or type of issued shares of common stock of Alphabet resulting from a subdivision or consolidation of shares of common stock of Alphabet or the payment of a stock dividend (but only on the shares of common stock of Alphabet), or any other increase or decrease in the number of such shares effected without receipt or payment of consideration by the Company, the Committee shall appropriately adjust the type or number of shares subject to each outstanding Incentive Award and the exercise price per share, if any, of shares subject to each such Incentive Award.

 

(c)

Certain Mergers

 

In the event of any merger, consolidation or similar transaction as a result of which the holders of shares of Capital Stock receive consideration consisting exclusively of securities of the surviving corporation in such transaction, the Committee shall appropriately adjust each Incentive Award outstanding on the date of such merger or consolidation so that it pertains and applies to the securities which a holder of the number of shares of Capital Stock subject to such Incentive Award would have received in such merger or consolidation.

 

(d)

Certain Other Transactions

 

In the event of (i) a dissolution or liquidation of Alphabet, (ii) a sale of all or substantially all of the Company’s assets (on a consolidated basis) or (iii) a merger, consolidation or similar transaction involving Alphabet in which the holders of shares of Capital Stock receive securities and/or other property, including cash, other than shares of the surviving corporation in such transaction, the Committee shall, in its sole discretion, have the power to:

 

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1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

(A)

cancel, effective immediately prior to the occurrence of such event, each Incentive Award (whether or not then exercisable or vested), and, in full consideration of such cancellation, pay to the Participant to whom such Incentive Award was granted an amount in cash, for each share of Capital Stock subject to such Incentive Award, equal to the value, as determined by the Committee, of such share of Capital Stock, provided that with respect to the shares of Capital Stock subject to any outstanding Option, such value shall be equal to the excess of (1) the value, as determined by the Committee, of the property (including cash) received by the holder of a share of Capital Stock as a result of such event over (2) the exercise price of a share of Capital Stock subject to such Option; or

	(B)	provide for the exchange of each Incentive Award (whether or not then exercisable or vested) for an Incentive Award with respect to (1) some or all of the property which a holder of the number of shares of Capital Stock subject to such Incentive Award would have received in such transaction or (2) securities of the acquirer or surviving corporation, and, incident thereto, make an equitable adjustment as determined by the Committee in the exercise price per share, if any, of stock subject to the Incentive Award, or the number of shares or amount of property subject to the Incentive Award or provide for a payment (in cash or other property) to the Participant to whom such Incentive Award was granted in partial consideration for the exchange of the Incentive Award.

 

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(e)

Other Changes

 

In the event of any change in the capitalization of Alphabet or corporate change other than those specifically referred to in paragraphs 10(b)9(b), (c) or (d), including without limitation, any extraordinary cash dividend, spin-off, split-off, sale of a Subsidiary or business unit or similar transaction, the Committee may make such adjustments in the issuer, number and class of shares subject to Stock Incentive Awards outstanding on the date on which such change occurs, such as, for example, a rollover of Stock Incentive Awards, and in such other terms of such Incentive Award, including without limitation in any Performance Schedule, Performance Target or Target Award, as the Committee may consider appropriate, provided that if any such Incentive Award is intended to be Performance-Based Compensation such adjustment is consistent with the requirements of Section 162(m) of the Code.appropriate.

 

(f)

Cash Incentive Awards

 

In the event of any transaction or event described in this Section 10,9, including, without limitation, any corporate change referred to in paragraph (e) hereof, the Committee may, in its sole discretion, make such adjustments in any Performance Schedule, Performance Target or Target Award, and in such other terms of any Cash Incentive Award, as the Committee may consider appropriate in respect of such transaction or event, provided that such adjustments must be consistent with the requirements of Section 162(m) of the Code.event.

 

(g)

No Other Rights

 

Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of Alphabet or any other corporation. Except as expressly provided in the Plan, no issuance by Alphabet of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares or amount of other property subject to, or the terms related to, any Incentive Award.

 

(h)

Savings Clause

 

No provision of this Section 109 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code.

 

11.

10.

Rights Under the Plan

 

No Person shall have any rights as a stockholder with respect to any shares of Capital Stock covered by or relating to any Incentive Award until the date of the issuance of such shares on the books and records of Alphabet. Except as otherwise expressly provided in Section 109 hereof, no adjustment of any Incentive Award shall be made for dividends or other rights for which the record date occurs prior to the date of such issuance. Nothing in this Section 1110 is intended, or should be construed, to limit the authority of the Committee to cause the Company to make payments based on the dividends that would be payable with respect to any share of Capital Stock if it were issued or outstanding, or from granting rights related to such dividends.

 

The Company shall not have any obligation to establish any separate fund or trust or other segregation of assets to provide for payments under the Plan. To the extent any person acquires any rights to receive payments hereunder from the Company, such rights shall be no greater than those of an unsecured creditor.

 

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1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

	11.	No Special Employment Rights; No Right to Incentive Award

(a)

Nothing contained in the Plan or any agreement evidence the grant of any Incentive Award shall confer upon any Participant any right with respect to the continuation of his employment by or service to the Company or interfere in any way with the right of the Company at any time to terminate such employment or service or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Incentive Award.

	(b)	No person shall have any claim or right to receive an Incentive Award hereunder. The Committee’s granting of an Incentive Award to a Participant at any time shall neither require the Committee to grant an Incentive Award to such Participant or any other Participant or other person at any time nor preclude the Committee from making subsequent grants to such Participant or any other Participant or other person.

12.

Securities Matters

13.	Securities Matters

(a)

Alphabet shall be under no obligation to effect the registration pursuant to the Securities Act of any shares of Capital Stock to be issued hereunder or to effect similar compliance under any state or local laws. Notwithstanding anything herein to the contrary, Alphabet shall not be obligated to cause to be issued any shares of Capital Stock pursuant to the Plan unless and until Alphabet is advised by its counsel that the issuance of such shares is in compliance with all applicable

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laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Capital Stock are traded. The Committee may require, as a condition to the issuance of shares of Capital Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates representing such shares bear such legends, as the Committee deems necessary or desirable.

	(b)	The exercise of any Option granted hereunder shall only be effective at such time as counsel to Alphabet shall have determined that the issuance of shares of Capital Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Capital Stock are traded. Alphabet may, in its sole discretion, defer the effectiveness of an exercise of an Option hereunder or the issuance of shares of Capital Stock pursuant to any Incentive Award pending or to ensure compliance under federal, state or local securities laws. Alphabet shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of an Option or the issuance of shares of Capital Stock pursuant to any Incentive Award. During the period that the effectiveness of the exercise of an Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.

13.

Withholding Taxes

14.	Withholding Taxes

(a)

Cash Remittance

 

Whenever shares of Capital Stock are to be issued upon the exercise of an Option or the grant or vesting of an Incentive Award, and whenever any amount shall become payable in respect of any Incentive Award, Alphabet shall have the right to require the Participant to remit to Alphabet in cash an amount sufficient to satisfy federal, state and local withholding tax requirements, if any, attributable to such exercise, grant, vesting or payment prior to issuance of such shares or the effectiveness of the lapse of such restrictions or making of such payment. In addition, upon the exercise or settlement of any Incentive Award in cash, or the making of any other payment with respect to any Incentive Award (other than in shares of Capital Stock), Alphabet shall have the right to withhold from any payment required to be made pursuant thereto an amount sufficient to satisfy the federal, state and local withholding tax requirements, if any, attributable to such exercise, settlement or payment.

 

(b)

Stock Remittance

 

At the election of the Participant, subject to the approval of the Committee, when shares of Capital Stock are to be issued upon the exercise, grant or vesting of an Incentive Award, the Participant may tender to Alphabet a number of shares of Capital Stock that have been owned by the Participant for at least six months (or such other period as the Committee may determine) having a Fair Market Value at the tender date determined by the Committee to be sufficient to satisfy the minimum federal, state and local withholding tax requirements, if any, attributable to such exercise, grant or vesting, but in no event exceeding the maximum statutory tax rates of the Participant’s applicable jurisdiction (or such other rate as would not greater than the minimum withholding obligations,trigger a negative accounting impact), as determined by Alphabet in its sole discretion. Such election shall satisfy the Participant’s obligations under Section 14(a)13(a) hereof, if any.

 

(c)

Stock Withholding

 

When shares of Capital Stock are to be issued to a Participant upon the exercise, grant or vesting of an Incentive Award, Alphabet shall have the authority to withhold a number of such shares having a Fair Market Value at the date of the applicable taxable event determined by the Committee to be sufficient to satisfy the minimum federal, state and local withholding tax requirements, if any, attributable to such exercise, grant or vesting, but in no event exceeding the maximum statutory tax rates of the Participant’s applicable jurisdiction (or such other rate as would not greater than the minimum withholding obligations,trigger a negative accounting impact), as determined by Alphabet in its sole discretion.

 

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1

Corporate Governance

2

Director and Executive Compensation

3

Audit Matters

4

Management and Stockholder Proposals

5

Questions and Answers

6

Appendices

14.

Amendment or Termination of the Plan

 

The Board of Directors may at any time suspend or discontinue the Plan or revise or amend it in any respect whatsoever;provided,however, that to the extent that any applicable law, tax requirement, or rule of a stock exchange requires stockholder approval in order for any such revision or amendment to be effective, such revision or amendment shall not be effective without such approval. The preceding sentence shall not restrict the Committee’s ability to exercise its discretionary authority hereunder pursuant to Section 4 hereof, which discretion may be exercised without amendment to the Plan. No provision of this Section 1514 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code. Except as expressly provided in the Plan, no action hereunder may, without the consent of a Participant, reduce the Participant’s rights under any previously granted and outstanding Incentive Award. Nothing in the Plan shall limit the right of the Company to pay compensation of any kind outside the terms of the Plan.

 

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16.

15.

No Obligation to Exercise

 

The grant to a Participant of an Incentive Award shall impose no obligation upon such Participant to exercise such Incentive Award.

 

16.

Recoupment/Clawback

Notwithstanding anything herein to the contrary, Alphabet will be entitled, to the extent permitted or required by applicable law, Alphabet policy and/or the requirements of an exchange on which the Alphabet’s shares of Capital Stock are listed for trading, in each case, as in effect from time to time, to recoup compensation of whatever kind paid by the Company at any time to a Participant under the Plan and the Participant, by accepting Awards pursuant to the Plan, agrees to comply with any Alphabet request or demand for such recoupment.

17.

Transfers Upon Death

 

Upon the death of a Participant, outstanding Incentive Awards granted to such Participant may be exercised by the Participant’s designated beneficiary, provided that such beneficiary has been designated prior to the Participant’s death.death, to the extent permitted by the Committee (a “Permitted Designation”). Each such designationPermitted Designation shall revoke all prior designations by the Participant and shall be effective only if given in a form and manner acceptable to the Committee. In the absence of any such effective designation,Permitted Designation, such Incentive Awards may be exercised only by the executors or administrators of the Participant’s estate or by any person or persons who shall have acquired such right to exercise by will or by the laws of descent and distribution. No transfer by will or the laws of descent and distribution of any Incentive Award, or the right to exercise any Incentive Award, shall be effective to bind Alphabet unless the Committee shall have been furnished with (a) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the transfer and (b) an agreement by the transferee to comply with all the terms and conditions of the Incentive Award that are or would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection with the grant of the Incentive Award.

 

18.

Expenses and Receipts

 

The expenses of the Plan shall be paid by the Company. Any proceeds received by Alphabet in connection with any Incentive Award will be used for general corporate purposes.

 

19.

Governing Law

 

The Plan and the rights of all persons under the Plan shall be construed and administered in accordance with the laws of the State of New York without regard to its conflict of law principles.

 

20.

Effective Date and Term of Plan

 

The Plan was approved by the boardBoard of directors of Google Inc.Directors on April 11, 2012,14, 2021 and approved by the stockholders of Google Inc.Alphabet on June 21, 2012, assumed by Alphabet on October 2, 2015,2021; amended and restated by the Board of Directors ason April 20, 2022 and approved by the stockholders of October 2, 2015,Alphabet on June 1, 2022; and amended by the Board of Directors as of March 30, 2016,on April 19, 2023, subject to the approval of the amendment by the stockholders of Alphabet. No grants of Incentive Awards may be made under the Plan after April 11, 2022.June 2, 2033.

 

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APPENDIX B
CERTIFICATE OF AMENDMENT
TO THE
FOURTH AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION OF GOOGLE INC.

Pursuantto Section 242 of the General Corporation Law of the State of Delaware (“DGCL”)

GOOGLE INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows:

FIRST:The Fourth Amended and Restated Certificate of Incorporation of the Company is hereby amended by deleting in its entirety Article XI, Section 3 of the Fourth Amended and Restated Certificate of Incorporation of the Company, such that following such amendment, Article XI of the Fourth Amended and Restated Certificate of Incorporation of the Company shall read in its entirety as follows:.

“ARTICLE XI

Section 1. Unless otherwise required by law, special meetings of the stockholders of the Corporation, for any purpose or purposes, may be called only by (i) the Board of Directors of the Corporation, (ii) the Chairman of the Board of Directors of the Corporation, (iii) the Chief Executive Officer (or, in the absence of a Chief Executive Officer, the President) of the Corporation, or (iv) a holder, or group of holders, of Common Stock holding more than twenty percent (20%) of the total voting power of the outstanding shares of capital stock of the Corporation then entitled to vote.

Section 2. Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.”

SECOND:The foregoing amendment was duly adopted in accordance with Section 242 of the DGCL and the terms of Articles XI and XII of the Fourth Amended and Restated Certificate of Incorporation of the Company as in effect immediately prior to the effective time of this Certificate of Amendment.

IN WITNESS WHEREOF, Google Inc. has caused this Certificate of Amendment to be duly executed in its corporate name this ______ day of ___________, 2016.

	GOOGLE INC.
	By:
	Name:	Kent Walker
	Title:	Assistant Secretary

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INFORMATION CONCERNING ALPHABET’S ANNUAL MEETING OF STOCKHOLDERS

INFORMATION CONCERNING ALPHABET’S ANNUAL MEETING OF STOCKHOLDERS

 

To Our Stockholders:

 

We are pleased to invite you to attendparticipate in Alphabet’s 20162023 Annual Meeting of Stockholders to be held on Wednesday,Friday, June 8, 20162, 2023 at 9:00 a.m., local time,Pacific Time, via our virtual meeting site at Alphabet’s headquarters located at:www.virtualshareholdermeeting.com/GOOGL23.

 

1600 Amphitheatre Parkway
Mountain View, California 94043

Check-in begins at the Shoreline Amphitheatre at 7:30 a.m., local time. The Shoreline Amphitheatre is located at:

1 Amphitheatre Parkway
Mountain View, California 94043
Meeting begins at 9:00 a.m.

If You Plan to AttendParticipate in the Annual Meeting:

 

•	It is important that you let us know in advance by marking the appropriate box on the enclosed proxy card if you requested to receive printed proxy materials, or, if you vote by telephone or Internet, indicating your plans when prompted.
●
•	If you are a beneficial owner, like a vast majority of our stockholders, you may not vote your shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, bank, trustee, or nominee that holds your shares giving you the right to vote the shares at the Annual Meeting.Even if you plan to attendparticipate in the Annual Meeting, we recommend that you also submit your proxy or voting instructions as described in the proxy statement so that your vote will be counted if you later decide not to attendparticipate in the Annual Meeting.

●

The accompanying proxy materials include instructions on how to participate in the Annual Meeting and how you may vote your shares.

•	Please note that space limitations make it necessary for us●	You are entitled to limit attendance to our stockholders.Only Alphabet stockholdersparticipate in the Annual Meeting if you were a holder of Class A and/or Class B common stock as of the close of business on April 11, 2016 are entitled to vote at our4, 2023 (Record Date), or hold a valid proxy for the Annual Meeting.
•	You must be registered to be admitted to the Annual Meeting. Registration will take place at the Shoreline Amphitheatre (see directions below). Parking will only be available at the Shoreline Amphitheatre.
•	Admission will be on a first-come, first-served basis. Check-in and registration will begin promptly at 7:30 a.m., local time. Alphabet will be serving breakfast to attendees.
•	Each stockholder should be prepared to present:

	(1)	Valid photo identification, such as a driver’s license Holders of Class A or passport; and
	(2)	Stockholders holding their shares through a broker, bank, trustee, or nominee will need to bring proof of beneficial ownershipClass B common stock as of the Record Date such as their most recent account statement reflecting their stock ownershipprior to April 11, 2016,a copycan participate in and vote at the Annual Meeting by logging in with the 16-digit control number (found in the box marked by the arrow for postal mail recipients of the Notice of Internet Availability of Proxy Materials, the voting instruction form, provided by their broker, bank, trustee, or nominee,the proxy card, or similar evidencewithin the body of ownership.

•

Cameras, recording devices, and otherthe email for electronic devices, such as smartphones, will not be permitteddelivery recipients) atwww.virtualshareholdermeeting.com/GOOGL23. All others may view the Annual Meeting. Photography is prohibitedMeeting through our Investor Relations YouTube channel atwww.youtube.com/c/AlphabetIR.

	●	Whether or not you participate in the Annual Meeting. Please also do not bring large bags or packagesMeeting, it is important that your shares be part of the voting process. Prior to the Annual Meeting.
•	Please allow ample timeMeeting, you may vote your proxy online, via telephone, or if you received a printed copy of your proxy materials, by mail – in each case the deadline for check-in. For security reasons, you andvoting is 11:59 p.m., Eastern Time, on Thursday, June 1, 2023. To vote your bags will be subject to search prior to your admittanceshares online in advance of the Annual Meeting, go to the Annual Meeting.voting website, www.proxyvote.com and enter your 16-digit control number.

 

Directions to Shoreline Amphitheatre from either San Jose or San Francisco:

●

You may submit a question in advance of the Annual Meeting at www.proxyvote.com after logging in with your 16-digit control number. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/GOOGL23.

 

	(1)●	Follow Route 101We encourage you to access the Rengstorff Avenue/Amphitheatre Parkway exit.
	(2)	FollowAnnual Meeting before it begins. Online check-in will start approximately 30 minutes before the signsmeeting on Friday, June 2, 2023. If you have difficulty accessing the Annual Meeting or during the Annual Meeting, please call 1-844-986-0822 (toll free) or 1-303-562-9302 (international). We will have technicians available to the Amphitheatre (cross back over 101 if you are coming from the north/just stay right if you are coming from the south).
	(3)	Go through the signal at Charleston Road and continue on Amphitheatre Parkway. You will pass Alphabet on your right.
	(4)	Turn left at Bill Graham Parkway and follow the signs to Lot C.assist you.

 

Parking will only be available at the Shoreline Amphitheatre. We will provide a shuttle bus to take you to our headquarters for the Annual Meeting.ALPHABET ● 2023 PROXY STATEMENT        A-9

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0001652044 goog:IncreasedeductionForChangeInFairValueFromPriorYearendToVestingDateOfAwardsGrantedPriorToYearThatVestedDuringYearMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0001652044 1 2022-01-01 2022-12-31