Dear Stockholders: Stockholders

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 focus for our Board and the company each year.

~~Each director nominee serves as a current director~~For more detailed information on Alphabet’s corporate governance and ~~attended at least 75% of all meetings of the~~risk oversight framework, see “Directors, Executive Officers, and Corporate Governance—Corporate Governance and Board ~~of Directors, and each committee~~Matters” beginning 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.page 28.

~~Auditors~~

We ~~are asking~~proactively engage with our stockholders ~~to ratify~~and other stakeholders throughout the ~~appointment~~year on a broad range 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~~topics that are of interest and priority to the ~~fees paid or accrued by us for the audit~~company and our stockholders. These include business strategy and performance, corporate governance, executive compensation, and environmental sustainability, among other ~~services provided by Ernst & Young LLP during 2014 and 2015 (in thousands).~~matters.

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

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 and disclosures.

Transparency & Oversight Highlights

At Alphabet, we aim to build technology to help improve the lives of ~~Contents~~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, social, and governance matters. At the committee level, oversight of specific environmental, social, and governance topics is assigned to the relevant committees, including:

~~ALPHABET INC.~~ ~~| 2016~~The scale and breadth of our products, services, and operations provide us both an opportunity and a responsibility to manage the company in a responsible way. We have a long track record of transparency, and we are proud of the leadership role the company has played in advancing disclosures on important issues. For example:

In addition, we provide extensive reporting and transparency across a broad range of topics and constantly evolve our disclosures to align with best practices and expectations. Some of our key reports include:

Key Transparency Highlights

31Environmental Sustainability		• Environmental Report • CDP Climate Change Response • Expressing our support for TCFD • Accelerating Climate Action with AI • Visit our Sustainability website for additional reports • Learn more about our efforts in our Sustainability blog
~~Section 4—Pay Mix, Magnitude,~~Data, Privacy and ~~Leverage~~Security		32• Google Transparency Report including: ► Security and Privacy reports ► Content removal reports • Ads Safety Report • Google Privacy Policy • Google Safety Center • Learn more about our efforts in our Safety & Security blog
~~Section 5—Other Compensation Information~~Diversity & Belonging		34• Diversity Annual Report • EEO-1 Report • Visit our Belonging website for additional reports • Learn more about our efforts in our Diversity blog
~~Leadership Development and Compensation Committee Report~~Human Rights	37
~~Summary Compensation Table~~	38•
~~Grants of Plan-Based Awards in 2015~~Human Rights website	39
~~Description of Plan-Based Awards~~	39
~~Outstanding Equity Awards at 2015 Fiscal Year-End~~	40
~~Option Exercises and Stock Vested in Fiscal 2015~~	41
~~Non-Qualified Deferred Compensation~~	41
~~Potential Payments Upon Termination or Change in Control~~	42

~~Equity Compensation Plan Information~~	42

~~Proxy Materials~~We describe here our transparency and oversight efforts across selected environmental and social topics that we believe are of interest to many of our stockholders and broader stakeholders:

Executive Compensation Highlights

We design our executive officer compensation programs to attract and retain the world’s best talent, support Alphabet’s culture of ~~Directors has made these materials available to you~~innovation and performance, and align employee and stockholder interests.

For more detailed information on ~~the Internet, or, upon your request, has delivered printed proxy materials to you, in connection with the solicitation of proxies for use at~~ Alphabet’s ~~2016~~ executive compensation philosophy and practices, see “Compensation Discussion and Analysis” beginning on page 46.

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 Alphabet stockholder as

Voting: Holders 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 holder of Alphabet Class A or Class B common stock as of the Record Date ~~you~~ are ~~requested~~entitled 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 ~~the~~all 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 information in this proxy statement relates to the proposals to~~will be voted on at the Annual Meeting.

Participating in the Annual Meeting: We have adopted a virtual format for our Annual Meeting to expand convenient access to, and make participation accessible for, stockholders from any geographic location with internet connectivity. We believe the virtual format encourages attendance and participation by a broader group of stockholders, while also reducing the cost and environmental impact associated with meetings held in-person.

You are entitled to participate in the Annual Meeting if you were a holder 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/GOOGL24, you must enter the 16-digit control number found in the box marked by the arrow for postal mail recipients of the Notice, voting ~~process,~~instruction form, or the ~~compensation~~proxy card, or within the body of ~~our directors and certain of our executive officers, corporate governance, and certain other required information.~~the email for electronic delivery recipients.

We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately 30 minutes before the Annual Meeting on June 7, 2024. If you have difficulty accessing the meeting, please call 1-844-986-0822 (toll free) or 1-303-562-9302 (international). We will have technicians available to assist you.

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 materials in the Notice.

~~We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice~~

Voting Matters and if applicable, the proxy materials to multiple stockholders who share the same address unless we received 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:
Vote Recommendations

~~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.

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

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.

Directors, Executive Officers, and Corporate Governance

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 three new directors in the past five years, as well as ensuring the ~~stockholder~~diversity of ~~record or beneficially in street name, you may direct how your shares are voted without attending~~backgrounds and perspectives within the ~~Annual Meeting.~~boardroom.

~~If you are a stockholder~~Our directors have extensive backgrounds as entrepreneurs, technologists, operational and financial experts, academics, scientists, investors, advisors, nonprofit board members, and government leaders — all of ~~record, you may vote by proxy. You can vote by proxy over~~which provide skills and expertise directly relevant to our strategic and oversight priorities. Many of the ~~Internet by following the instructions provided~~current directors have senior leadership experience at major domestic and international companies. In these positions, they have also gained experience in ~~the Notice,~~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 ~~if you requested~~trustees of significant academic, research, and philanthropic institutions, which brings unique perspectives in relevant disciplines and institutional leadership to ~~receive printed proxy materials, you can~~our Board. Further, our directors also ~~vote by mail~~have other experience that makes them valuable members, such as entrepreneurial experience and experience developing technology or ~~telephone pursuant to instructions provided on the proxy card.~~managing technology companies, which provides insight into strategic and operational issues we face.

~~If you hold shares beneficially in street name, you may also vote~~The demographic information presented below for our directors is based on voluntary self-identification 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.each director as of April 9, 2024. Additional biographical information of our directors and executive officers as of April 9, 2024 is set forth starting on page 21.

~~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:~~Board Diversity Matrix

~~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:~~

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.

~~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.

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.

Directors

~~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.

~~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:

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 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.

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.

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.

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.

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

Frances H. Arnold

Independent Director since 2019 | Nominating and Corporate Governance Committee

Other Public Company Directorship:

~~25.~~

~~Who will serve as inspector of elections?~~

~~The inspector of elections will be a representative from Computershare.~~

• Illumina, Inc.

~~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~~

Selected Memberships:

~~27.~~

• 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

~~What~~

Frances H. Arnold, 67, manages a research group, is the ~~deadline to propose actions for consideration~~Linus Pauling Professor of Chemical Engineering, Bioengineering and Biochemistry, and is the Director of the Donna and Benjamin M. Rosen Bioengineering Center, all at ~~next year’s Annual Meeting~~the California Institute of ~~Stockholders or to nominate individuals to serve~~Technology. She joined the California Institute of Technology in 1986 and has served 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: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. • Global business perspective from her service on other boards.

~~Alphabet Inc.~~	~~Fax: (650) 618-1806~~	~~Email: corporatesecretary@abc.xyz~~
~~Attn: Corporate Secretary~~ 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.
~~1600 Amphitheatre Parkway~~
~~Mountain View, California 94043~~		R. Martin “Marty” Chávez, 60, has been a Partner and Vice Chairman of Sixth Street, a global asset manager, since May 2021. From January 2005 until his retirement in 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.

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~~Alphabet 2024 Proxy Statement 823

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:

L. John Doerr Independent Director since 1999 \| Leadership Development, Inclusion and Compensation Committee
	•
Other Public Company Directorship: • DoorDash, Inc. Selected Membership: • Board of Directors, Climate Imperative Former Public Company Directorships in the 10^th~~day following the day on which notice~~Past Five Years: • Amyris, Inc. • Bloom Energy Corporation • Coursera, Inc. • Quantumscape Corporation			L. John Doerr, 72, 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 ~~meeting date is mailed, or~~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 (Chair)

Other Public Company Directorships: • Corning • International Flavors & Fragrances, Inc. Selected Memberships: • Board of Regents, The Smithsonian Institution • Co-Chair, Commission on the Future of Undergraduate Education, American Academy of Arts and Sciences • Board of Trustees, The Group of Thirty Former Public Company Directorships in the Past Five Years: • Blend Labs, Inc. • General Mills, Inc.		•	Roger W. Ferguson Jr., 72, has been the 10^th~~day following the day on which public disclosure~~Chief Investment Officer of Red Cell Partners LLC, a venture capital firm, since August 2022, and a member of the ~~meeting date~~McKinsey & Company External Advisory Group since February 2023. Since May 2021, he is ~~made.~~also the Steven A. Tananbaum Distinguished Fellow for International Economics 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.

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~~ 2024 Proxy Statement 924

K. Ram Shriram Independent Director since 1998 \| Leadership Development, Inclusion and Compensation Committee

Other Public Company Directorship: • Yubico (Nasdaq First North Growth Market, Stockholm: YUBICO) Selected Memberships: • Member, Council on Foreign Relations • Board of Trustees, Stanford Health Care • Charter Member, Indiaspora			K. Ram Shriram, 67, 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); Audit and Compliance Committee

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 Directors, Mastercard Foundation

• Board of Trustees, Financial Accounting Foundation

Robin L. Washington, 61, served as the Executive Vice President and Chief Financial Officer of Gilead Sciences, Inc., a biopharmaceutical company, from May 2008 until her retirement in 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.

Alphabet 2024 Proxy Statement 25

~~Directors and Executive Officers~~

~~The names~~This section describes the business experience of our ~~directors and~~ executive officers, ~~and their ages, positions, and biographies as of April 11, 2016 are set forth below.~~other than Sundar, whose biography can be found on page 22. 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 President and Chief Investment Officer; Chief Financial Officer, Alphabet and Google
~~Larry Page~~	43	~~Chief Executive Officer, Alphabet, Co-Founder and Director~~
~~Sergey Brin~~	42	~~President, Alphabet, Co-Founder~~ Public Company Directorship: • Blackstone Inc. Selected Memberships and ~~Director~~
~~Eric E. Schmidt~~	60	~~Executive Chairman of the~~ Private 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 • Board of Directors, Bloomberg Philanthropies	64	~~Director~~
~~Diane B. Greene~~	60	Ruth M. Porat, 66, has served as President and Chief Investment Officer of Alphabet and Google since September 2023 and as Senior Vice President, Chief Financial Officer of Google since May 2015 and ~~Director~~
~~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	~~Senior Vice President, Corporate Development, Chief Legal Officer, and Secretary,~~has held the same title at Alphabet
~~Sundar Pichai~~	43	~~Chief~~ since it was created in October 2015. Prior to joining Google, Ruth was Executive ~~Officer, Google~~
~~Ruth M. Porat~~	58	~~Senior~~ Vice President and Chief Financial Officer ~~Alphabet~~of Morgan Stanley from January 2010 to April 2015. From February 1996 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.

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, 63, 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.

~~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 Doerr~~has 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.

~~ALPHABET INC.~~ ~~| 2016~~ 2024 Proxy Statement 1026

~~Diane B. Greene~~has 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.

Philipp Schindler Senior Vice President, Chief Business Officer, Google

Selected Membership: • Scholar, the Studienstiftung des deutschen Volkes, the German Academic Scholarship Foundation			Philipp Schindler, 53, 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

Selected Membership: • Executive Council, TechNet			Kent Walker, 63, has served as President, Global Affairs, and Chief Legal Officer of Alphabet and Google since November 2021, and Secretary of Alphabet since January 2020. Kent previously served as Senior Vice President, Global Affairs and Chief Legal Officer of Google from June 2018 to November 2021. He oversees teams responsible for content policy, government affairs, and legal and compliance matters. 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 co-chairs Google’s AI Responsibility Council. • Previously served as an Assistant U.S. Attorney in San Francisco and Washington D.C. • In-depth knowledge of the technology sector.

~~John L. Hennessy~~has 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 Mather~~has 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. Mulally~~has 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. Otellini~~has 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 Shriram~~has 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.

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement 1127

~~Shirley M. Tilghman~~has 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.

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 ~~the~~our Investor Relations ~~section of our~~ website at
https://abc.xyz/investor/board-and-governance/. 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:



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

During ~~2015, the~~2023, our Board ~~of Directors~~ held ~~nine~~six meetings and acted by unanimous written/electronic consent once. 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 ~~meeting~~meetings of stockholders. ~~Six~~Seven directors attended ~~Google’s 2015~~our 2023 Annual Meeting of Stockholders.

In ~~April 2011, Larry Page~~January 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.

~~The~~Our Board ~~of Directors~~regularly reviews its leadership structure to ensure continued effectiveness and believes that ~~this leadership~~the current structure, which separates the ~~Chairman~~Chair and Chief Executive Officer roles, is appropriate at this time in light of the evolution of Alphabet’s business and operating environment. In particular, ~~the~~our 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 given~~John, a long-standing member of our ~~global reach, and continues to advise Larry and Sergey. In this role and given his~~Board, has in-depth knowledge of the issues, challenges, and opportunities facing ~~us, the~~us. As such, our Board ~~of Directors~~ believes that ~~Eric continues to be~~he is best positioned to develop agendas that ensure that ~~the board’s~~our 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 ~~message~~messages and ~~strategy clearly and consistently to our stockholders, employees, customers, and users.~~

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.strategy.

Each of the ~~directors~~director nominees standing for election, other than Larry, Sergey, ~~Eric,~~ and ~~Diane~~Sundar, is independent (see “Director Independence” on page 1733 of this proxy statement), and ~~the~~our 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.~~

Our Board ~~of Directors~~ is currently composed of ~~eleven~~ten 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, ~~the~~our 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 ~~the~~our Investor Relations ~~section of our~~ website at https://abc.xyz/investor/~~other/board.html.~~ board-and-governance/. 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.

Alphabet 2024 Proxy Statement 28

The membership and meetings during ~~2015~~2023 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. Schmidt~~Sundar Pichai
L. John Doerr*	⁽²⁾
~~Diane B. Greene~~⁽³⁾
John L. Hennessy*
Frances H. Arnold*
Ann MatherR. Martin “Marty” Chávez
Alan R. Mulally*	L. John Doerr*
*Roger W. Ferguson Jr.⁽¹⁾**
Paul S. Otellini**Ann Mather⁽²⁾**
K. Ram Shriram*
Shirley M. Tilghman**Robin L. Washington⁽³⁾**

	Member		Committee Chair
	~~Chair~~

*	Independent Director
⁽¹⁾	~~The Acquisition Committee~~Roger was ~~dissolved~~appointed as ~~of October 2, 2015 in connection with~~ the ~~Reorganization. There were no meetings~~Chair of the ~~Acquisition~~Audit Committee ~~held during 2015.~~ effective October 31, 2023.
⁽²⁾	~~In December 2015, L. John Doerr~~Ann resigned ~~from~~as a member of our Board and the ~~Leadership Development and Compensation~~Audit Committee ~~and~~effective October 31, 2023.
⁽³⁾	Robin was appointed ~~to serve~~ as a member of the Audit ~~Committee.~~
~~(3)~~	~~Following the hiring of Diane Greene as a Senior Vice President of Google in December 2015, Diane resigned from the Audit Committee.~~ Committee effective October 31, 2023.

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement 1429

Audit and Compliance Committee

The main function of ~~our~~the 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:

•

~~Selecting~~Overseeing the risks and ~~hiring our independent auditors.~~exposures associated with:

	•	Financial matters, including but not limited to financial strategy and reporting, tax, accounting, disclosure, internal control over financial reporting, treasury policies and activities, investment guidelines, and credit and liquidity matters;
	•	Data privacy and security, competition, civil and human rights, sustainability, and reputational risks; and
	•	~~Approving~~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 of~~Overseeing our internal ~~controls~~control 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.
	•
	•	~~Establishing~~Approving Alphabet’s overall compliance program and ~~overseeing processes~~reviewing 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,~~2023, the Audit Committee held ~~ten~~eight meetings and acted by unanimous written/electronic consent ~~five~~three times. ~~Note that all meetings and actions by unanimous written/electronic consents prior to October 2, 2015 were that of Google’s Audit Committee.~~

~~Our~~The Audit Committee currently comprises ~~L. John Doerr, Ann Mather~~Roger (Chair), Robin, 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 ~~our~~the Audit Committee is independent ~~within the meaning of the rules of the SEC and the Listing Rules of the NASDAQ~~under applicable Nasdaq Stock Market ~~(NASDAQ).~~(Nasdaq) and SEC rules for committee memberships.

~~The~~Our Board ~~of Directors~~ has determined that, based on ~~her~~his professional qualifications and experience described ~~above, Ann Mather~~earlier, Roger 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.~~Nasdaq.

~~Leadership Development and Compensation Committee~~

~~The purpose of our Leadership Development and Compensation Committee is to oversee our compensation programs. The Leadership Development and Compensation Committee’s responsibilities include:~~

	•	~~Reviewing and approving our general compensation strategy.~~

	•	~~Establishing annual and long-term performance goals for our executive officers.~~

	•	~~Conducting and reviewing with the Board of Directors an annual evaluation of the performance of our executive officers, as appropriate.~~

	•	~~Evaluating the competitiveness of the compensation of our executive officers.~~

	•	~~Reviewing and approving the selection of our peer companies.~~

	•	Reviewing and approving all salaries, bonuses, equity awards, perquisites, post-service arrangements, and other compensation and benefit plans for Alphabet’s Chief Executive Officer and all other executive officers.

	•	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.

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement 1530

•Corporate
Governance

Leadership Development, Inclusion and Compensation Committee

The purpose of the Compensation Committee is to oversee our leadership development and compensation programs for the members of our Board and our employees. The Compensation Committee reports regularly to our full Board on its activities. The Compensation Committee’s responsibilities 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 compensation programs ~~as well as salaries, fees, bonuses,~~ and ~~equity~~ awards for Alphabet’s executive officers and non-employee directors (together with the ~~Executive Chairman and the non-employee members of the Board of Directors.~~Governance Committee).
	•	Administering Alphabet’s equity compensation plans as well as stock ownership requirements for Alphabet’s Chief Executive Officer, other members of senior management, and non-employee directors.
	•	Implementing and administering any clawback policy allowing Alphabet to recoup compensation paid to current and former named executive officers, members of senior management and other employees consistent within applicable laws and the rules of Nasdaq.
	•	Establishing annual and long-term performance goals for our senior management.
	•	Reviewing ~~plans for the~~senior management development, retention, and succession ~~of our~~plans and executive ~~officers.~~education.
	•	Annually conducting and reviewing with the Board an evaluation of senior management performance.
	•	~~Reviewing executive education~~Overseeing human capital management matters, including with respect to diversity and ~~development programs.~~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.
	•	Reviewing and approving peer companies for compensation benchmarking purposes.
	•	~~Monitoring total equity usage for compensation~~Investigating any matters brought to its attention, with full access to all books, records, facilities, and ~~establishing appropriate equity dilution levels.~~employees.
	•	Sole authority to retain and oversee the engagement of compensation consultants, legal counsel, or other advisors to advise the Compensation Committee at the expense of Alphabet.
	•	Reviewing ~~and discussing~~ with management ~~the~~our 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 and~~ Compensation Committee ~~Report to be included in our annual public filings.~~Report.

During ~~2015,~~2023, the ~~Leadership Development and~~ Compensation Committee held five meetings and acted by unanimous written/electronic consent ~~thirty-seven~~eight 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 and~~The Compensation Committee currently comprises ~~Paul S. Otellini~~Robin (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 and~~the Compensation Committee is independent ~~as defined in the Listing Rules of NASDAQ.~~under applicable Nasdaq and SEC rules for committee memberships.

Alphabet 2024 Proxy Statement 31

Nominating and Corporate Governance Committee

~~Our Nominating and Corporate~~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 ~~the~~Board 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 respect~~determinations.

	•	Taking a leadership role in shaping Alphabet’s corporate governance, including reviewing the corporate governance framework and the Corporate Governance Guidelines and considering corporate governance issues that may arise from time to ~~continuing~~time, 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 of~~directors to the Board ~~of Directors~~ as appropriate, in accordance with governance principles, for cause or for other proper reasons.

During ~~2015,~~2023, 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.meetings.

~~Our Nominating and Corporate~~The 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 Corporate~~the Governance Committee is independent ~~as defined in the Listing Rules of NASDAQ.~~under applicable Nasdaq and SEC rules for committee memberships.

~~ALPHABET INC.~~ ~~| 2016~~

Executive Committee

The Executive Committee serves as an administrative committee of our Board to act upon and facilitate the consideration by senior management and our Board of certain high-level business and strategic matters. During 2023, the Executive Committee did not hold any meetings. The Executive Committee currently comprises Larry (Chair), Sergey, and Sundar.

Alphabet 2024 Proxy Statement 1632

~~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.

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.~~Nasdaq. Our Board ~~of Directors~~ has determined that Ann Mather, who served as a member of our Board and Audit Committee until October 31, 2023, and each of the director nominees standing for election, except Larry, Sergey, ~~Eric,~~ and ~~Diane, is an~~Sundar, are independent ~~director~~directors 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 ~~25-27~~41-43 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.statement.

During ~~2015,~~2023, L. John Doerr, ~~Paul S. Otellini,~~Ram, and ~~K. Ram Shriram~~Robin 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~~have been an officer or employee of Alphabet. None of our executive officers ~~serves~~serve on the board of directors or compensation committee of a company that has an executive officer that serves on our ~~board of directors~~Board or the ~~Leadership Development and~~ Compensation Committee.

~~Our Nominating and Corporate~~The 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 1834 of this proxy statement.

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 ~~Company~~company 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

~~ALPHABET INC.~~ ~~| 2016 Proxy Statement~~ 17

no differences in the manner in which the ~~Nominating and Corporate~~ Governance Committee evaluates director 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:


Via email only:		corporatesecretary@abc.xyz
~~Alphabet Inc.~~	~~Email: corporatesecretary@abc.xyz~~

Via mail with a copy via email:		Alphabet Inc. Attn: Corporate Secretary
1600 Amphitheatre Parkway
Mountain View, California 94043			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.~~26. 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 8110 of this proxy statement.

Alphabet 2024 Proxy Statement 33

~~Our Nominating and Corporate~~The 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.~~nominees, as set forth in our Corporate Governance Guidelines. Pursuant to ~~this policy,~~our Corporate Governance Guidelines, 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 ~~Board of Directors.~~Board.

~~Our Nominating and Corporate~~

The Governance Committee uses a variety of methods for identifying and evaluating nominees for directors. ~~Our Nominating and Corporate~~The Governance Committee regularly assesses the appropriate size and composition of ~~the~~our Board, ~~of Directors,~~ the needs of ~~the~~our Board ~~of Directors~~ and the respective committees of ~~the~~our 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 ~~the~~our Board, ~~of Directors,~~ or search firms. The evaluation of these candidates may be based solely upon the information provided to the ~~committee~~Governance 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 ~~committee~~Committee may, at Alphabet’s expense, retain search firms, consultants, and other advisors to identify, screen, and/or evaluate candidates.

When considering a potential non-incumbent candidate, the ~~Nominating~~criteria with regard to the selection of director nominees reflect at a minimum any requirements of applicable law and ~~Corporate~~the 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, ability to devote sufficient time to attendance at and preparation for Board meetings, 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.

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 ~~the~~our 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 ~~the~~our Board ~~of Directors~~ believe that the above-mentioned attributes, along with the leadership skills and other experiences of our ~~board~~Board members described ~~below,~~in their respective biographies on pages 21-25 provide us with a diverse range of perspectives and judgment necessary to guide our strategies and monitor their execution.

~~ALPHABET INC.~~ ~~| 2016~~

Each 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.

Alphabet 2024 Proxy Statement 1834

~~Larry Page~~Proxy Statement Summary & Highlights	•Corporate Governance	~~Business leadership, operational experience,~~Director and ~~experience developing technology as co-founder of Google and Chief~~ Executive ~~Officer of Alphabet.~~
Compensation	Audit Matters
Proposals	•	~~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.Q&A

One of our ~~Board of Directors’~~Board’s principal duties is to review management succession planning. The ~~Leadership Development and~~ Compensation Committee regularly 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 ~~board~~Board 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.

~~The~~Our 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 board~~our 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 board about~~our Board and its committees into 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. The~~While our Board ~~of Directors and~~is ultimately responsible for risk oversight at Alphabet, our Board has delegated to its committees ~~oversee~~oversight 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 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.

Alphabet 2024 Proxy Statement 35

~~Board/Committee~~

~~Primary Areas of Risk Oversight~~

~~Full Board~~Proxy Statement Summary & Highlights	~~Strategic, financial,~~Corporate Governance	Director 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. Executive Compensation
Audit ~~Committee~~Matters	Risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, investment guidelines and credit and liquidity matters, our programs 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.
~~Leadership Development and Compensation Committee~~Proposals	~~Risks and exposures associated with leadership assessment, management succession planning, and executive 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.~~Q&A

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 Board~~Chair 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 ~~the~~our 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 or~~this committee has no independent directors.

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

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 ~~the~~our 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 stay up-to-date on the best practices and developments in corporate governance.

Alphabet 2024 Proxy Statement 36

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, corporate governance, executive compensation, and environmental sustainability, among other matters.

Our engagement enables us to better understand our stockholders’ priorities and perspectives, gives us an opportunity to elaborate on our initiatives, policies, practices, and disclosures, 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 and disclosures. This engagement also provides us an opportunity to understand investor perspectives on topics raised in stockholder proposals and to provide insight to 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.

Stockholders may contact ~~the~~our Board ~~of Directors~~ about bona fide issues or questions ~~about~~concerning 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 ~~the~~our Board, ~~of Directors,~~ or for any individual member or members of ~~the~~our 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 ~~the~~our Board ~~of Directors~~ or specified member or members will be forwarded in accordance with the stockholder’s instructions.

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement 2137

The following table sets forth information, as of April ~~11, 2016~~9, 2024, concerning, except as indicated by the ~~footnotes below:~~footnotes:

•	•	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,~~in the footnotes, 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 ~~293,658,526~~5,877,442,707 shares of Class A common stock and ~~49,452,049~~866,994,411 shares of Class B common stock outstanding at April 11, 2016 . 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 , 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.9, 2024. 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	44.9	26.7
Sergey Brin⁽²⁾	—	—	363,474,028	41.9	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⁾	1,941,480	*	22,348,940	2.6	1.6
Roger W. Ferguson Jr.	—	—	—	—	—
John L. Hennessy⁽⁵⁾	33,160	*	—	—	*
K. Ram Shriram⁽⁶⁾	2,080,740	*	—	—	*
Robin L. Washington	—	—	—	—	—
All executive officers and directors as a group (14 persons)	4,311,000	*	774,874,128	89.4	53.3

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement 2238

~~(1)~~Proxy Statement
Summary &
Highlights

	Voting Shares Beneficially Owned
	Class A Common Stock		Class B Common Stock
					Total Voting
Name of Beneficial Owner	Shares	%	Shares	%	Power⁽¹⁾%
Other > 5% Security Holders
BlackRock, Inc.⁽⁷⁾	415,076,460	7.1	—	—	2.9
Eric E. Schmidt⁽⁸⁾	6,879,424	*	54,115,182	6.2	3.8
The Vanguard Group⁽⁹⁾	493,782,758	8.4	—	—	3.4

⁽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⁾
~~(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 Trust~~Sergey 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 Trust~~SMB Pacific 2021 Charitable Remainder Unitrust II, of which ~~Mr. Schmidt~~Sergey 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⁾
~~(3)~~	~~Includes 5,245~~Consists of 28,060 shares of Class A common stock held by ~~The Bay Meadow L.P. Patrick has~~the Passfield Hall Foundation Inc. Ruth and her spouse are officers of the Passfield Hall Foundation Inc. and share voting and investment authority ~~over~~of 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, 9^thFloor, New York, New York 10020-1104.
⁽⁴⁾
~~(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 ; 1,995~~(i) 234,560 shares of Class A common stock held by The Austin 1999 Trust; ~~1,995~~(ii) 234,560 shares of Class A common stock held by The Hampton 1999 Trust; ~~118,653~~(iii) 1,402,660 shares of Class A common stock held by The Benificus Foundation; and ~~1,117,447~~(iv) 22,348,940 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 ~~the~~The Benificus Foundation and shares the investment authority over the shares held by ~~the~~The 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 shares~~Consists 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 5,547~~33,160 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.
⁽⁶⁾
~~(8)~~	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) 125,366 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) 516,564 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) 515,044 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) 220,410 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) 220,410 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.
⁽⁷⁾
~~(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)~~	Based on the most recently available Schedule ~~13G~~13G/A filed with the SEC on ~~January 28, 2016~~February 1, 2024 by BlackRock, Inc. BlackRock, Inc., ~~an investment adviser,~~a parent holding company through certain of its subsidiaries, beneficially owned ~~17,412,936~~415,076,460 shares of Class A common stock with sole voting power over ~~14,696,850~~372,226,550 shares ~~shared voting power over 11,224 shares,~~and sole dispositive power over ~~17,401,712 shares and shared dispositive power over 11,224~~415,076,460 shares. The address for BlackRock, Inc. is ~~55 East 52nd Street,~~50 Hudson Yards, New York, New York ~~10055.~~10001.
⁽⁸⁾
~~(15)~~	Based on the most recently available Schedule ~~13G~~13G/A filed with the SEC on February ~~12, 2016~~14, 2024 by ~~FMR LLC (FMR). FMR, certain of its subsidiaries~~Eric E. Schmidt, The Schmidt Family Living Trust, The Schmidt Family Foundation, The Eric and ~~affiliates,~~Wendy Schmidt Fund for Strategic Innovation, Schmidt Ocean Institute and ~~other companies, beneficially owned 18,397,196~~Special Strategies II, LLC. Comprises (i) 793,520 shares of Class A ~~common stock, with~~Common Stock held directly by Eric, (ii) 704,202 shares of Class B Common Stock held directly by Eric, (iii) 47,723,980 shares of Class B Common Stock beneficially held by The Schmidt Family Living Trust, of which Eric is a co-trustee, (iv) 3,223,546 shares of Class A Common Stock held by The Schmidt Family Foundation, of which Mr. Schmidt is a member of the board of directors and vice president, (v) 2,324,858 shares of Class A Common Stock held by The Eric and Wendy Schmidt Fund for Strategic Innovation, of which Eric is a member of the board of directors and president, (vi) 122,500 shares of Class A Common Stock held by the Schmidt Ocean Institute, of which Eric is a member of the board of directors and vice president, and (vii) 415,000 shares of Class A Common Stock held by Special Strategies II, LLC, of which Eric is the co-trustee of The Schmidt Equities Revocable Trust, its sole ~~voting power over 1,942,944 shares, and sole dispositive power of 18,397,196 shares.~~member. The address ~~of FMR~~for Eric E. Schmidt, The Schmidt Family Living Trust, The Schmidt Family Foundation, The Eric and Wendy Schmidt Fund for Strategic Innovation, Schmidt Ocean Institute, and Special Strategies II, LLC is ~~245 Summer Street, Boston, Massachusetts 02210.~~1010 El Camino Real, Suite 200, Menlo Park, California 94025.
⁽⁹⁾
~~(16)~~	Based on the most recently available Schedule ~~13G~~13G/A filed with the SEC on February ~~10, 2016~~14, 2024 by The Vanguard Group. The Vanguard Group, an investment adviser, beneficially owned ~~17,256,856~~through certain of its subsidiaries 493,782,758 shares of Class A common stock, with ~~sole voting power over 542,733 shares,~~ shared voting power over ~~28,800~~7,901,474 shares, sole dispositive power over ~~16,681,691~~468,284,480 shares, and shared dispositive power over ~~575,165~~25,498,278 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~~Alphabet 2024 Proxy Statement 2339

Section 16(a) of the Exchange Act requires our directors, executive officers, and ~~holders of~~persons who own more than ten percent of our Class A ~~and~~common stock, Class B common stock, and ~~our~~ Class C capital stock to file with the SEC reports ~~regarding their~~of ownership of our securities and changes in ~~ownership~~reported ownership. Based on a review of ~~our securities. We~~reports filed with the SEC, or written representations from reporting persons that all reportable transactions were reported, we believe that, during ~~2015,~~2023, our directors, executive officers, and ten percent stockholders ~~complied with~~timely filed all reports that were required to be filed under Section 16(a) ~~filing requirements,~~, except: (i) Prabhakar’s transfers from his individual account to the account of the Prabhakar Raghavan, Srilatha Raghavan, Co-Trustees, UA 01-12-2000 Raghavan Living Trust of (a) 496 shares of Class C capital stock on May 9, 2022, (b) 22,229 shares of Class C capital stock on October 17, 2022, and (c) 22,213 shares of Class C capital stock on November 8, 2022 were reported on Form 4 filed with the ~~exceptions noted below.~~SEC on September 27, 2023; and (ii) John Hennessy’s transfers from his individual account to the account of the John L. Hennessy and Andrea J. Hennessy Revocable Trust UAD 10/22/1993 of (a) 3,580 shares of Class C capital stock on March 14, 2023 was reported on Form 4 filed with the SEC on January 12, 2024; and (b) 2,444 shares of Class C capital stock on August 3, 2023 was reported on Form 4 filed with the SEC on September 11, 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~~

Alphabet 2024 Proxy Statement 2440

~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~

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 directors~~our 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, ~~the~~our 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.

~~ALPHABET INC.~~ ~~| 2016~~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.

Alphabet 2024 Proxy Statement 2541

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.

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 2023 through March 31, 2024, we charged the Founder Entities approximately ~~$1,725,722.~~$995,300. These flights have not interfered with our business plans for use of the Airfield. ~~These fees will be~~The 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.~~herein.

~~Payments to Stanford University~~

In December 2015, we entered into an agreement to license 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 2023 through March 31, 2024, we charged LTA approximately $9,309,450. 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 herein.

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 2023 through March 31, 2024, we paid approximately ~~$5.7 million~~$1,655,650 to ~~Stanford University. Of~~BCH. 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, serves~~terms, taken as a ~~member of~~whole, 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 ~~Omid~~Eric do not have a material interest in ~~any of~~ the ~~transactions~~transaction described ~~above.~~herein.

~~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

Google and GV directly invested, or committed to invest, an aggregate of approximately ~~$39.7 million~~$12,338,300 in certain private companies from the beginning of ~~2015~~2023 through ~~January~~March 31, ~~2016,~~2024, in which Kleiner Perkins ~~Caufield & Byers~~ was a co-investor or existing investor. 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.~~herein.

~~X Prize Foundation~~

In ~~2015,~~July 2017, we ~~provided~~purchased 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 sponsorship~~ lease 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 leased two of three buildings under separate agreements and these leases were set

Alphabet 2024 Proxy Statement 42

to ~~X Prize Foundation. Larry and Wendy Schmidt, spouse~~expire in March 2024. In April 2023, Kitty Hawk requested early termination of ~~Eric E. Schmidt, are members~~two leases in exchange for full payment of all lease obligations through the full term of the ~~X Prize Foundation Board~~lease. Leases were terminated on April 30, 2023 in exchange for Kitty Hawk paying all remaining lease and operating expense obligations through March 2024 in the amount of ~~Trustees.~~approximately $1,944,950.

The third building was leased to Wisk Aero LLC, an entity affiliated with Larry. In May 2023, Kitty Hawk and Larry ~~Sergey, Eric,~~disposed of their ownership in Wisk Aero LLC. From the beginning of 2023 through May 23, 2023, the closing date of the disposition, we charged Wisk Aero LLC approximately $473,680.

The Audit Committee believes these transactions have been conducted on arm’s-length terms that are fair and ~~Wendy are also members~~reasonable to us as the owner, based on its review of ~~its Vision Circle, a group of X Prize Foundation’s core shareholders~~market comparables that were further reviewed and ~~largest contributors.~~validated by an independent real estate services firm. Larry ~~Sergey, Eric, and Wendy do~~does not have a material interest in the ~~sponsorship~~transactions described ~~above.~~herein.

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.

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement 2743

~~DIRECTOR COMPENSATION~~

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 Corporate~~The 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 ~~the~~our Board ~~of Directors~~ and its committees and ~~equity~~ to align ~~the~~their interests with those of ~~directors and~~our 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 ~~programs~~program 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,~~July 2023, we ~~did not make any changes to our standard compensation arrangements and practices for non-employee directors. We~~ awarded our standard ongoing compensation, payable in arrears, to each of our non-employee directors ~~including an~~for services provided between our 2022 Annual Meeting of Stockholders on June 1, 2022 and our 2023 Annual Meeting of Stockholders on June 2, 2023. This included a $75,000 annual ~~$75,000~~ cash retainer and an annual $350,000 ~~GSU~~Class C Google Stock Unit (GSU) grant. ~~In addition,~~To John L. Hennessy, we paid aan additional $25,000 annual cash retainer toand an additional annual $150,000 Class C GSU grant for his role as the non-executive Chair of our Board. To Ann Mather, we also paid an additional $25,000 annual cash retainer for 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,~~5, 2023, the first Wednesday of the month following the month of our ~~2015~~2023 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 rounding~~month of June 2023, rounded up to the nearest whole share. ~~All annual~~Annual GSU grants made to our non-employee directors are intended to vest at the rate of 1/48^th48th monthly, beginning on the 25^th25th day of the month following the grant date until fully vested, subject to continued service on our Board ~~of Directors~~ through the applicable vesting dates. GSUs granted to our non-employee directors will immediately vest in full upon termination of service on the Board by reason of death.

Ann Mather resigned as a member of our Board and the Audit Committee effective October 31, 2023. In connection with her service between our 2023 Annual Meeting of Stockholders on June 2, 2023 and her resignation on October 31, 2023, we paid Ann $40,755 in November 2023, which represents the total prorated value of Ann’s $75,000 annual cash retainer as a non-employee director and the additional $25,000 annual cash retainer for her role as the Audit Committee Chair.

We reimburse our non-employee directors for reasonable out-of-pocket expenses in connection with their 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 this ownership requirement. All of our non-employee directors either met this minimum stock ownership requirement as of December 31, 2023 or were within the grace period noted above to come into compliance with these requirements.

During 2023, Larry, Sergey, ~~Eric,~~ and ~~Diane are~~Sundar served as our employee ~~directors. In 2015, Larry~~directors 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 2023.

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.

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement 2844

The following table summarizes compensation earned by ~~non-employee~~our directors other than Sundar during ~~2015.~~2023.

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

	Fees Earned or	Stock	All Other
	Paid in Cash	Awards	Compensation	Total
Name	($)	($)⁽¹⁾	($)	($)
Frances H. Arnold⁽²⁾	75,000	348,392	—	423,392
R. Martin “Marty” Chávez⁽³⁾	75,000	348,392	—	423,392
Sergey Brin⁽⁴⁾	—	—	1	1
L. John Doerr⁽²⁾	75,000	348,392	—	423,392
Roger W. Ferguson Jr.⁽²⁾	75,000	348,392	—	423,392
John L. Hennessy⁽⁵⁾	100,000	497,633	—	597,633
Ann Mather⁽⁶⁾	140,755	348,392	—	489,147
Larry Page⁽⁴⁾	—	—	1	1
K. Ram Shriram⁽²⁾	75,000	348,392	—	423,392
Robin L. Washington⁽²⁾	75,000	348,392	—	423,392

⁽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 ~~2015~~2023 calculated in accordance with ~~FASB ASC~~Financial 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 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 (GSU~~5, 2023 (the GSU grant following the ~~2015~~2023 Annual Meeting of Stockholders) was ~~$521.84~~$122.63 per share.
⁽²⁾
~~(2)~~	On December 31, ~~2015, 225 Class A and 1,203~~2023, there were 6,126 Class C GSUs ~~were outstanding.~~outstanding for Frances, John Doerr, Roger, Ram, and Robin.
⁽³⁾
~~(3)~~	On December 31, ~~2015, 253 Class A and 1,231~~2023, there were 8,185 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 1,203~~2023, there were 8,731 Class C GSUs ~~were outstanding.~~outstanding for John Hennessy.
⁽⁶⁾
~~(5)~~	~~On December~~Ann resigned as a member of our Board and the Audit Committee effective October 31, ~~2015, 225 Class A and 1,203 Class C GSUs were outstanding.~~2023. Subsequently, Ann ~~receives~~received a ~~$25,000~~prorated payment for her service from our 2023 Annual Meeting of Stockholders on June 2, 2023 to October 31, 2023. The payment amount was $40,755, which represents the total prorated value of Ann’s annual cash retainer as a non-employee director ($75,000) and the additional annual cash retainer for her role as Audit Committee ~~chairperson, which~~Chair ($25,000). This is in addition to ~~the $75,000 annual cash retainer~~Ann’s standard ongoing compensation of $100,000 paid ~~to all non-employee directors.~~

~~(6)~~	~~Mr. Mulally received a pro-rated annual cash retainer fee and GSU grant~~ in ~~2015, based upon the time~~arrears in June 2023, in connection with her service between ~~his appointment date and~~ our ~~2015~~2022 Annual Meeting of ~~Stockholders. On December 31, 2015, 1,688 Class C GSUs were outstanding.~~

~~(7)~~	~~On December 31, 2015, 225 Class A~~Stockholders on June 1, 2022 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.~~our 2023 Annual Meeting of Stockholders on June 2, 2023.

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement 2945

Table of Contents

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 2023 Pay Decisions	48
	Section 4—Other Compensation Information	50

Our Compensation Discussion and Analysis (CD&A) includes a detailed discussion of compensation for ~~seven~~five named executive officers during the fiscal year ended December 31, ~~2015:~~2023:

~~Larry Page~~Sundar Pichai	Ruth M. Porat	Prabhakar Raghavan	Philipp Schindler	Kent Walker
Chief Executive Officer, ~~(CEO),~~ Alphabet and ~~Co-Founder~~
~~Sergey Brin~~Google, and Director, Alphabet	President and Chief Investment Officer; Chief Financial Officer, Alphabet and ~~Co-Founder~~
~~Eric E. Schmidt~~Google	~~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~~Knowledge and Information, Google	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~~	President, Global Affairs, Chief Legal Officer and Secretary, Alphabet and Google

~~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~~

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 ~~happiness~~wellbeing of our employees, provide ~~unique~~certain 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 ~~paying~~pay for ~~performance. Therefore, a portion of~~performance, 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 higher~~to 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).

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement 3046

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

Each year, we review our peer group and our evaluation criteria. In ~~March 2015,~~October 2022, we determined our peer group for 2023 compensation by evaluating potential comparator companies against the ~~Leadership Development and~~following 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 2022, the Compensation Committee ~~made changes~~selected the following peer companies for 2023 (which were the same peer companies the Compensation Committee used for 2022):

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.

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.

The Compensation Committee directly engaged both Compensia Inc. and Semler Brossy Consulting Group LLC as independent compensation consultants in 2023. 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 Committee rather than to management, and the firms provided no services to Alphabet other than those in support of the Compensation Committee. The Compensation Committee has evaluated the independence of both consultants and concluded that their work does not raise any conflicts of interest.

We hold our advisory vote on named executive officer compensation ~~structure for Alphabet’s executive officers. Beginning in 2016, executive officers~~(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 will ~~no longer receive cash bonuses~~hold our next advisory say-on-pay vote at the 2026 annual meeting of stockholders, and will ~~receive all variable pay through equity awards. See “Cash Incentives”~~hold our next advisory say-when-on-pay vote at the 2029 annual meeting of stockholders. The Compensation Committee annually reevaluates our compensation practices to determine how they might be improved and ~~“Equity” under Section 4 of the CD&A for additional details.~~considers prior say-on-pay vote results, among other considerations, in such reevaluation.

Alphabet 2024 Proxy Statement 47

We use ~~salary~~salaries 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.

~~Upon reviewing~~In 2023, the ~~pay practices~~Compensation Committee maintained the annual salaries of Ruth, Prabhakar, Philipp, and Kent at $1.0 million. Sundar’s base salary remained at $2.0 million.

In 2022, the Compensation Committee approved an annual environmental, social, and governance bonus for members of Alphabet’s senior executive team, including our ~~talent competitors~~named executive officers Ruth, Prabhakar, Philipp, and Kent. The discretionary bonus provides individual participants with a maximum $2.0 million annual cash bonus opportunity, based on contributions to the ~~compensation preferences~~company’s performance against our environmental and social goals. The bonus includes an environmental and a social component, each with a maximum potential payout of ~~our employees, we continue to believe that competitive salaries are important~~$1.0 million. The Compensation Committee is responsible for ~~attracting~~determining payout of this bonus for each participant, taking into consideration the CEO’s review of company-wide performance and ~~retaining great talent.~~individual contributions made by each participant.

~~Equity Awards~~For 2023 performance, the Compensation Committee considered our progress and key accomplishments against environmental and social goals. For the environmental component, the Compensation Committee considered our technical leadership in addressing environmental topics and operating sustainably, as well as our programs to provide additional information and insights for both consumers and enterprise customers. For the social component, the Compensation Committee considered our progress on multiple initiatives, including the steps taken to design and build products for a global audience. For more detailed information and metrics on how we are making progress across a wide range of goals, please see our reports from 2023 at https://about.google/commitments/reports/, including our environmental, diversity, supply chain, and economic impact reports.

The Compensation Committee then considered Ruth, Prabhakar, Philipp, and Kent’s individual and collective accomplishments and contributions toward these goals. In this assessment, the Compensation Committee decided to align the amounts of the 2023 bonus payouts for all four individuals in recognition of the central and complementary role that each participant has played, both as individuals and as a group, in advancing our initiatives in these areas. The cash value of each individual’s 2023 bonus is $1.5 million.

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~~company. The Compensation Committee regularly evaluates the structure of these equity awards to ensure the right balance of time- and performance-based equity that supports the objectives of our compensation ~~programs that include~~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 reward our named executive officers. To determine individual grant values and the proportion of GSUs and PSUs, the Compensation Committee considers the following ~~features:~~elements:

•	•	~~Biennial~~Market compensation values and practices for performance-based equity awards,~~—Standard~~ 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, ~~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~~the vesting schedules of ~~the business.~~those awards.
•
	•	~~Minimum stock ownership requirements~~~~—We require minimum stock ownership as follows: (i) Larry, Sergey , Eric~~The resulting compensation at target and ~~Sundar shall~~maximum performance values for 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.recipient.

~~In 2015, we did not grant regular biennial equity awards~~Beginning in 2022, the Compensation Committee has granted a combination of GSUs and PSUs to our named executive officers, Ruth, Prabhakar, Philipp, and Kent, as part of our annual equity award structure for non-CEO named executive officers. This annual equity award structure was 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.

~~Role of Company Performance~~

The Leadership Development and 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.

~~Role of Individual Performance~~

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.

~~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.

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement 3148

~~In 2015, we considered peers~~

The GSU awards vest quarterly over three years in equal installments. The PSU awards will vest, if at all, based on Alphabet’s total shareholder return (TSR) performance relative to the companies comprising the S&P 100 over the applicable performance period, subject to continued employment on the vesting date. The number of PSUs vesting will be ~~companies that met at least three~~determined after the end of the ~~following criteria:~~performance period based on the established payout curve. 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 Class C capital stock.

	•	~~High-technology or media company~~

	•	~~Key talent competitor~~

	•	~~High-growth, with a minimum of 50% of Alphabet’s revenue and/or headcount growth over the previous two-year period~~

	•	~~$10 billion or more in annual revenue~~

	•	~~$50 billion or more in market capitalization~~

Based on ~~these~~the aforementioned criteria, in 2023, the ~~Leadership Development and~~ Compensation Committee ~~selected~~determined to grant the following equity awards for each of our named executive officers. See the following sections and the “Grants of Plan-Based Awards in 2023” table on page 54 for further details on the awards’ performance criteria and vesting.

					Aggregate
	Number of	Target GSU		Target PSU	Target
	GSUs	Award Value	Number of	Award Value	Award	Grant
Named Executive	Granted⁽¹⁾	($)	PSUs Granted⁽¹⁾	($)	Value ($)	Cadence
Sundar Pichai	—	—	—	—	—	—
Ruth M. Porat	169,253	18,000,000	47,015	5,000,000	23,000,000	Annual
Prabhakar Raghavan	216,268	23,000,000	112,835	12,000,000	35,000,000	Annual
Philipp Schindler	216,268	23,000,000	112,835	12,000,000	35,000,000	Annual
Kent Walker	169,253	18,000,000	47,015	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 Class C capital stock during the month of April 2023 ($106.35), rounded up to the nearest whole share.

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

In May 2023, the Compensation Committee granted a combination of GSUs and PSUs to Ruth, Prabhakar, Philipp, and Kent as part of our annual equity award structure.

1/6^thof the GSU awards vested on June 25, 2023, and an additional 1/12^thvests quarterly thereafter. The PSU awards will vest, if at all, on December 31, 2025, based on Alphabet’s TSR performance relative to the companies ~~as peer companies for 2015:~~comprising the S&P 100 over a 2023-2025 performance period, subject to continued employment on the vesting date. The payout structure and time period of these PSUs mirror the structure of prior PSUs granted to Ruth, Prabhakar, Philipp, and Kent. 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 target. Upon vesting, each PSU and GSU will entitle the recipient to receive one share of Alphabet’s Class C capital stock.

~~Amazon.com, Inc.~~⁽¹⁾	~~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.~~		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.

~~Overall, we retained the same peer group in 2015 as in 2014.~~

When appropriate, we supplement publicly available data with relevant published survey sources, including surveys from Radford and Towers Watson. In addition, we consider job opportunities available to our named executive officers if they were to leave Alphabet. Therefore, we also assess compensation levels for our named executive officers against comparable roles at other S&P 500 companies and potential equity opportunities at startup organizations.

~~The Leadership Development and Compensation Committee does not utilize the services 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 recommendations to the Leadership Development and Compensation Committee for our named executive officers, other than himself. Any changes 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 vote on the frequency of say-on-pay votes (commonly known as a “say-when-on-pay” vote) at 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 declined to receive performance-based compensation.

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.

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement 3249

~~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~~2021 PSU Awards Vest for ~~our named executive officers based on their responsibilities~~Ruth, Prabhakar, Philipp, 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.Kent

The ~~Leadership Development~~2021-2023 performance period for the PSUs awarded to Ruth, Prabhakar, Philipp, and Kent in April 2021 ended on December 31, 2023. The 2021 PSU awards provided that if the TSR performance of Alphabet relative to companies comprising the S&P 100 is above the 75th percentile for a three-year performance period ending December 31, 2023, the maximum number of PSUs vest in full. Alphabet’s TSR for the three-year performance period was 60.19%, which ranked Alphabet’s TSR at the 79.80th percentile. On February 7, 2024, Ruth, Prabhakar, Philipp, and Kent earned 200% of their respective target PSU awards (totaling 97,120 shares for Ruth, 194,200 shares for Prabhakar, 194,200 shares for Philipp, and 97,120 shares for Kent) upon certification by the 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~~based on the satisfaction of ~~$5.0 million in 2015. The award is shown in~~performance criteria underlying the ~~table below as well as in the Summary Compensation Table under the “Bonus” column.~~award.

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 — — —

The first ~~four~~three 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.~~in this section.

The ~~Leadership Development~~Compensation Committee reviews our compensation programs continuously throughout the year to assess and mitigate against material risks. In addition, in January 2024, the Compensation Committee reviewed a comprehensive annual evaluation conducted by Alphabet management of all our 2023 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 ~~risks~~risk 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:

•	•	~~The~~Our Board ~~of Directors~~ as a whole has responsibility for risk oversight and regularly ~~reviewing~~reviews reports on the deliberations of ~~Board~~its committees. In addition, ~~the~~our 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. ~~The~~This information is incorporated into decisions regarding ~~equity awards~~the 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 GSU awards vest over a long-term period, and our PSU 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.

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement 3450

•Corporate
Governance

•	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 benefit~~promote 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 ~~significant~~certain 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.

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.

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

~~Our current~~In April 2022, we increased our minimum stock ownership ~~guidelines are:~~requirements as follows: (i) ~~Larry, Sergey , Eric~~the Founders of Google and ~~Sundar~~the Chief Executive Officer of Alphabet and Google shall each own shares of Alphabet stock ~~worth~~equal 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 ~~worth~~equal in value to at least ~~$4.0 million; and (iii) each director shall own Alphabet stock worth at least $750,000.~~$7.5 million.

The Chief Executive ~~officers~~Officer of Alphabet and Google, and senior vice presidents of Alphabet or Google shall have five years from hire or promotion to ~~the Senior Vice President level~~their respective levels to comply with the minimum stock ownership requirements. ~~Each director has five years~~Alphabet 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 these~~minimum stock ownership requirements.

All of our named executive officers ~~and directors either~~ met the applicable minimum stock ownership ~~guidelines~~requirements as of December 31, ~~2015 or were within the time period noted above to come into compliance with these requirements.~~2023.

~~Transactions in Company Securities~~

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

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 ~~paid~~pay life insurance premiums for all employees (other than Larry and Sergey).

Alphabet 2024 Proxy Statement 51

In addition, we maintain a ~~tax qualified~~tax-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,~~2023, we provided a company match equal to the greater of 100% of contributions up to $3,000 or 50% of contributions up to $22,500, the maximum contribution under the Internal Revenue Code ~~($18,000)~~for employees younger than 50, for a maximum match of ~~$9,000,~~$11,250 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,~~2023, we paid for personal security and company car use for ~~Eric and~~Sundar, incremental costs related to the personal use of non-commercial aircraft for ~~Eric,~~ Sundar, Ruth, Prabhakar, Philipp, and ~~Omid.~~Kent, and tax preparation services for Philipp. 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~~October 2023, the ~~only named executive officer~~Compensation Committee adopted the Alphabet Inc. Clawback Policy in order to ~~defer his bonus~~comply with the final clawback rules adopted by the SEC under ~~this plan. See~~Section 10D and Rule 10D-1 of the ~~Non-Qualified Deferred Compensation table on page 41 for further information regarding Eric’s bonus deferral.~~Securities Exchange Act of 1934, as amended, and the associated Listing Rules of Nasdaq.

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.

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,~~2023 and in this proxy statement.

LEADERSHIP DEVELOPMENT, INCLUSION AND COMPENSATION COMMITTEE

~~Paul S. Otellini,~~

Robin L. Washington, Chair

L. John Doerr

K. Ram Shriram

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement 3752

The following table sets forth information regarding the compensation paid to, or earned or received by, our named executive officers for the fiscal ~~year~~years ended December 31, ~~2015.~~2023, 2022, and 2021.

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	2023	2,000,000	—		—	6,802,824	⁽⁷⁾	8,802,824
	2022	2,000,000	218,037,684		—	5,947,461		225,985,145
	2021	2,000,000	—		—	4,322,599		6,322,599
Ruth M. Porat President and Chief Investment Officer; Chief Financial Officer, Alphabet and Google	2023	1,000,000	24,831,430	⁽⁵⁾	1,500,000	15,700		27,347,130
	2022	1,000,000	22,663,723		775,000	15,046		24,453,769
	2021	650,000	13,995,065		—	17,411		14,662,476
Prabhakar Raghavan Senior Vice President, Knowledge and Information, Google	2023	1,000,000	39,438,939	⁽⁶⁾	1,500,000	11,737		41,950,676
	2022	1,000,000	35,295,496		775,000	10,329		37,080,824
	2021	650,000	27,984,366		—	13,643		28,648,009
Philipp Schindler Senior Vice President, Chief Business Officer, Google	2023	1,000,000	39,438,939	⁽⁶⁾	1,500,000	14,032		41,952,971
	2022	1,000,000	35,295,496		775,000	22,200	⁽⁸⁾	37,092,695
	2021	650,000	27,984,366		—	35,545	⁽⁸⁾	28,669,911
Kent Walker President, Global Affairs, Chief Legal Officer, and Secretary, Alphabet and Google	2023	1,000,000	24,831,430	⁽⁵⁾	1,500,000	11,737		27,343,167
	2022	1,000,000	22,663,723		775,000	12,541		24,451,264
	2021	650,000	13,995,065		—	12,697		14,657,762

⁽¹⁾	Salaries reflect ~~amounts earned by the~~each named executive ~~officers in~~officer’s stated annual salary for the relevant fiscal year. ~~Includes~~Salaries 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 or~~ 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 bonus awards paid out on March 22, 2024 for performance in 2023.
⁽⁴⁾	~~All other compensation generally~~Generally consists of ~~the Company’s~~our 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,~~$11,250, personal use of company aircraft, and ~~the market value~~personal use of a ~~holiday gift given to each employee, net of tax withholding,~~company car, 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 board~~on-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 ~~hanger~~hangar expenses, and general taxes and insurance.
⁽⁵⁾	The grant date fair value of the GSU award, $17,961,128, is measured based on the closing price of Class C capital stock on the date of grant. The grant date fair value of the PSU award, $6,870,302, 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 $9,978,464. See “Equity Awards” under Section 3 of the CD&A and the “Grants of Plan-Based Awards in 2023” table for details on the GSUs and PSUs awarded.
~~(5)~~⁽⁶⁾	~~Larry~~The grant date fair value of the GSU award, $22,950,360, is measured based on the closing price of Class C capital stock on the date of grant. The grant date fair value of the PSU award, $16,488,579, 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 $23,948,100. See “Equity Awards” under Section 3 of the CD&A and ~~Sergey each receive $1~~the “Grants of Plan-Based Awards in ~~base salary~~2023” table for details on the GSUs and ~~do not participate in our cash bonus program or our equity programs.~~PSUs awarded.
⁽⁷⁾
~~(6)~~	Includes ~~$359,581 for personal security and $395,385 for personal use of aircraft chartered by the Company.~~

~~(7)~~	~~Includes $ 127,525~~$6,775,631 for personal security.
⁽⁸⁾
~~(8)~~	~~Ruth’s base salary is prorated for service between May 26, 2015~~These values have been updated to reflect additional amounts in respect of tax preparation services ($7,928 in 2021 and ~~December 31, 2015.~~$11,386 in 2022) that were inadvertently omitted from the Summary Compensation Table in the company’s fiscal year 2021 and 2022 proxy statements.

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement 3853

~~(9)~~Proxy Statement Summary & Highlights	~~Reflects a $5,000,000 sign-on bonus.~~
Corporate Governance
~~(10)~~Director and Executive Compensation	~~Includes $535,747 for relocation assistance, including a tax gross-up of $258,893, a $7,500 relocation-related bonus, and $55,011 for personal security .~~
Audit Matters
~~(11)~~Proposals	~~Patrick’s base salary is prorated for service between January 1, 2015 and May 26, 2015.~~

~~(12)~~	~~Includes a $56,208,902 cash payment, made upon Patrick’s departure, following the cancellation of his outstanding and unvested equity grants, and $73,765 for personal security .~~

~~(13)~~	~~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 .~~Q&A

The following table provides information regarding the ~~amount of~~ equity awards granted in ~~2015 for each of the~~2023 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⁽²⁾				Equity Grants
Name	Grant Date	Date of Approval of Equity Awards by Committee	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)		Maximum (#)	All Other Stock Awards: Number of Shares of Stock or Units (#)		Grant Date Fair Value of Stock Awards⁽³⁾ ($)
Ruth M. Porat	N/A	N/A	—	2,000,000	2,000,000
Ruth M. Porat	5/3/2023	4/18/2023				—	—		—	169,253	⁽⁴⁾	17,961,128
Ruth M. Porat	5/3/2023	4/18/2023				23,508	47,015	⁽⁴⁾	94,030	—		6,870,302
Prabhakar Raghavan	N/A	N/A	—	2,000,000	2,000,000
Prabhakar Raghavan	5/3/2023	4/18/2023				—	—		—	216,268	⁽⁴⁾	22,950,360
Prabhakar Raghavan	5/3/2023	4/18/2023				56,418	112,835	⁽⁴⁾	225,670	—		16,488,579
Philipp Schindler	N/A	N/A	—	2,000,000	2,000,000
Philipp Schindler	5/3/2023	4/18/2023				—	—		—	216,268	⁽⁴⁾	22,950,360
Philipp Schindler	5/3/2023	4/18/2023				56,418	112,835	⁽⁴⁾	225,670	—		16,488,579
Kent Walker	N/A	N/A	—	2,000,000	2,000,000
Kent Walker	5/3/2023	4/18/2023				—	—		—	169,253	⁽⁴⁾	17,961,128
Kent Walker	5/3/2023	4/18/2023				23,508	47,015	⁽⁴⁾	94,030	—		6,870,302

⁽¹⁾	~~Stock awards (GSUs)~~The company’s non-equity incentive plan award is the environmental, social, and governance bonus opportunity, which consists of a target and maximum of $2.0 million and no threshold value. See “Environmental, Social, and Governance Bonus” under Section 3 of the CD&A for details on the bonus opportunity.
⁽²⁾	If performance results in a fractional number of shares, the resulting number of shares is rounded up to the nearest whole share.
⁽³⁾	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 award~~GSUs is measured based on the closing price of ~~our~~ 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.
⁽⁴⁾
~~(2)~~	The exact number of GSUs and PSUs comprising the equity award was calculated by dividing the target GSU and PSU grant ~~value~~values by the average closing price of ~~our~~ Class C capital stock ~~on January 6, 2015, rounding~~during the month of April 2023 ($106.35), rounded up to the nearest whole share number.

~~(3)~~	The exact number of GSUs comprising the equity award was calculated by dividing the target GSU grant value by the closing price of our Class C capital stock on June 2, 2015, rounding to the nearest whole share number.

The GSUs and PSUs granted to ~~Sundar and Ruth~~our named executive officers in ~~fiscal year 2015~~2023 were granted under ~~the 2012~~Alphabet’s Amended and Restated 2021 Stock Plan ~~and are governed by the~~in accordance with its terms ~~of the 2012 Stock Plan~~ and the applicable award agreements. See footnotes to the ~~Outstanding~~“Outstanding Equity Awards at ~~2015~~2023 Fiscal ~~Year-End~~Year-End” table ~~below~~on page 55 for a description of the vesting schedule of the GSUs and PSUs reported in the ~~Grant~~“Grants of Plan-Based Awards in ~~2015~~2023” table above.

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement 3954

The following table provides information on the ~~current~~ holdings of ~~stock options~~unvested GSUs and ~~unvested GSUs~~PSUs by our named executive officers atas of December 31, ~~2015.~~2023. 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⁾	595,049	83,860,256	—	—
	12/19/2022	⁽⁴⁾	—	—	1,338,859	188,685,399
Ruth M. Porat	5/3/2023	⁽⁵⁾	112,836	15,901,977	—	—
	5/3/2023	⁽⁶⁾	—	—	47,015	6,625,824
	1/5/2022	⁽⁷⁾	41,200	5,806,316	—	—
	1/5/2022	⁽⁸⁾	—	—	34,340	4,839,536
	4/7/2021	⁽⁹⁾	—	—	97,120	13,687,122
Prabhakar Raghavan	5/3/2023	⁽⁵⁾	144,179	20,319,146	—	—
	5/3/2023	⁽¹⁰⁾	—	—	112,835	15,901,837
	1/5/2022	⁽⁷⁾	52,640	7,418,555	—	—
	1/5/2022	⁽¹¹⁾	—	—	82,400	11,612,632
	4/7/2021	⁽¹²⁾	—	—	194,200	27,368,606
Philipp Schindler	5/3/2023	⁽⁵⁾	144,179	20,319,146	—	—
	5/3/2023	⁽¹⁰⁾	—	—	112,835	15,901,837
	1/5/2022	⁽⁷⁾	52,640	7,418,555	—	—
	1/5/2022	⁽¹¹⁾	—	—	82,400	11,612,632
	4/7/2021	⁽¹²⁾	—	—	194,200	27,368,606
Kent Walker	5/3/2023	⁽⁵⁾	112,836	15,901,977	—	—
	5/3/2023	⁽⁶⁾	—	—	47,015	6,625,824
	1/5/2022	⁽⁷⁾	41,200	5,806,316	—	—
	1/5/2022	⁽⁸⁾	—	—	34,340	4,839,536
	4/7/2021	⁽⁹⁾	—	—	97,120	13,687,122

⁽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 and~~ Class C capital stock ~~as applicable,~~ on December ~~31, 2015,~~29, 2023, which ~~were $778.01~~was $140.93 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 the 2021 PSUs awarded to Ruth, Prabhakar, Philipp, and Kent, which are shown at a payout of 200% payout based on actual performance for the performance period that ended December 31, 2023.
⁽³⁾	This award vests as follows: 1/~~16th~~12th of GSUs vested on ~~May~~March 25, ~~2015~~2023 and an additional 1/~~16th will vest~~12th vests 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 shares, but between 0 and 1,338,858 shares 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 shares, but between 0 and 1,338,860 shares 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: 1/~~8th~~6th of GSUs vested on ~~March~~June 25, ~~2015~~2023 and an additional 1/~~8th will vest~~12th vests quarterly thereafter until the units are fully vested, subject to continued employment on such vesting dates.
⁽⁶⁾
~~(5)~~	This award vests as follows: ~~100%~~the number of ~~GSUs~~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 ~~on April 25, 2018, subject~~within 45 days after the performance period ends. With respect to ~~continued employment on such vesting date.~~the January 1, 2023 to December 31, 2025 performance period, the target is 47,015 shares, but between 0 and 94,030 shares may vest in accordance with the performance requirements in the applicable grant agreement.

Alphabet 2024 Proxy Statement 55

~~(6)~~⁽⁷⁾	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: 1/72~~12th of GSUs vested on ~~May~~March 25, ~~2013~~2022 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~~12th vests ~~as follows: 1/5th of GSUs vested on December 25, 2015 and an additional 1/10th will vest~~ quarterly thereafter until the units are fully vested, subject to continued employment on such vesting dates.
⁽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, 2022 to December 31, 2024 performance period, the target is 34,340 shares, but between 0 and 68,680 shares may vest in accordance with the performance requirements in the applicable grant agreement.
⁽⁹⁾	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 Compensation Committee determined on February 7, 2024 that based on the company’s performance, Ruth and Kent earned 200% of the target number of PSUs (97,120 shares).
⁽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, 2023 to December 31, 2025 performance period, the target is 112,835 shares, but between 0 and 225,670 shares may vest in accordance with the performance requirements in the applicable grant agreement.
⁽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, 2022 to December 31, 2024 performance period, the target is 82,400 shares, but between 0 and 164,800 shares may vest in accordance with the performance requirements in the applicable grant agreement.
⁽¹²⁾	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 Compensation Committee determined on February 7, 2024 that based on the company’s performance, Prabhakar and Philipp earned 200% of the target number of PSUs (194,200 shares).

The following table provides information for the named executive officers ~~on stock option exercises~~regarding GSUs that vested during the year ended December 31, ~~2015, including the number of shares acquired upon exercise and the value realized,~~2023, before payment of any applicable withholding ~~tax and broker commissions, and GSUs that vested during the same period.~~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

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting⁽¹⁾ ($)
Sundar Pichai	1,627,784	155,424,727
Ruth M. Porat	283,997	35,955,437
Prabhakar Raghavan	327,309	41,469,196
Philipp Schindler	367,829	46,564,808
Kent Walker	283,997	35,955,437

⁽¹⁾	The value realized on exercise is calculated as the product of (a) the number of shares of our 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 our 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)~~	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.

~~Non-Qualified Deferred Compensation~~

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~~Alphabet 2024 Proxy Statement 4156

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

In the event of a change in control of Alphabet and, ~~Change~~unless 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, 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.

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, 2023.

Upon a change in control or upon death, the estimated benefits of equity acceleration are as follows: $272,545,654 for Sundar, $40,017,214 for Ruth, $68,936,473 for Prabhakar, $68,936,473 for Philipp, and $40,017,214 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 29, 2023 (the last business day of Alphabet’s fiscal 2023), which was $140.93 per share.

Upon termination without cause, the estimated benefit of equity acceleration is $157,051,410 for Sundar. The estimated vested equity value reflects prorated achievement of market-based goals at the maximum level for the PSU awards granted in 2022. As of December 31, 2023, one-half of the performance period for Sundar’s 2022 Tranche A PSU had been completed, and one-third of the performance period for Sundar’s 2022 Tranche B PSU had been completed. The estimated vested equity value was calculated by multiplying one-half of the maximum number of PSUs for Sundar’s Tranche A PSU, and one-third of the maximum number of PSUs for Sundar’s 2022 Tranche B PSU by the closing price of Class C capital stock on December 29, 2023, which was $140.93 per share.

Upon termination without cause, the estimated benefit of equity acceleration is $24,982,232 for Ruth, $54,299,556 for Prabhakar, $54,299,556 for Philipp, and $24,982,232 for Kent. The estimated vested equity value reflects the actual value for the PSU awards granted in 2021 and prorated achievement of market-based goals at the maximum level for the PSU awards granted in 2022 and 2023. As of December 31, 2023, 100% of the performance period for the 2021 PSU awards (January 2021 to December 2023) had been completed, and the awards vested on February 7, 2024. As such, upon termination without cause, the estimated accelerated equity value for 2021 PSUs was calculated by multiplying 200% of the target PSU awards by the closing price of Class C capital stock on February 6, 2024 (the business day immediately prior to vesting), which was $145.41 per share. Additionally, as of December 31, 2023, two-thirds of the performance period for the 2022 PSU awards (January 2022 to December 2023) had been completed, and one-third of the performance period for the 2023 PSU awards (January 2023 to December 2023) had been completed. The estimated accelerated equity value for these awards was calculated by multiplying two-thirds of the maximum number of PSUs for the 2022 award, and one-third of the maximum number of PSUs for the 2023 PSU award by the closing price of Class C capital stock on December 29, 2023, which was $140.93 per share. The summed estimated value of the 2021 PSU awards, 2022 PSU awards, and 2023 PSU awards equals the total estimated benefit of equity acceleration set forth above for Ruth, Prabhakar, Philipp, and Kent.

Alphabet 2024 Proxy Statement 57

The 2023 annual total compensation of our median compensated employee was $315,531, and the 2023 annual total compensation of our CEO was $8,802,824. The resulting ratio of Chief Executive Officer to Median Employee total compensation is 28 to 1. (In 2023, to accommodate our transition onto a new compensation timeline, we applied a one-time adjustment to annual equity awards for employees, which resulted in higher grant values than normal. Normalizing for this adjustment, the 2023 median employee compensation would be $304,930, resulting in a CEO Pay Ratio of 29 to 1.)

The Chief Executive Officer total compensation reflects Sundar’s 2023 total compensation as shown in the Summary Compensation Table on page ~~35 of this proxy statement.~~53.

To determine the median employee compensation, we analyzed all of Alphabet’s employees, excluding Alphabet’s Chief Executive Officer, as of December 31, 2023. We annualized wages and salaries for employees who were not employed for the full year. We used base salary and target bonus as the consistently applied compensation measure to determine the median employee. If this 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 Summary Compensation Table on page 53.

As outlined in the CD&A, 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 2023, 2022, 2021, and 2020.

Compensation Actually Paid (CAP) captures, in part, the change in value of unvested shares within each reporting year. Given the vast majority of compensation for our PEO and Non-PEO NEOs is awarded in equity, their CAP values trend in line with Alphabet’s stock price. This is especially true for our PEO, who last received a multi-year equity award package in December 2022. The majority of the shares underlying this award remained unvested as of December 31, 2023. Our PEO did not receive an equity award in 2023, but the considerable stock price increase in 2023, and the corresponding increase in the value of our PEO’s unvested shares granted in December 2022, results in a higher CAP value than in 2022. For our Non-PEO NEOs, there is a similar increase to CAP in 2023 due to a corresponding increase in the value of shares that remain unvested as of December 31, 2023.

						Value of Initial Fixed $100 Investment Based on
Year	Summary Compensation Table (SCT) Total for PEO ($)	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 ($)⁽²⁾	Net Income (In Millions) ($)	1-Year TSR Relative to S&P 100⁽³⁾
2023	8,802,824	235,105,454	34,648,486	80,022,929		210.81	118.93	66,732	87^th
2022	225,985,145	115,820,786	30,766,792	(15,249,938	)	132.73	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		131.03	137.32	40,269	72^nd

⁽¹⁾	The Non-PEO NEOs represent the following individuals for each of the years shown: Ruth, Prabhakar, Philipp, and Kent.
⁽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).

⁽¹⁾	The Non-PEO NEOs represent the following individuals for each of the years shown: Ruth, Prabhakar, Philipp, and Kent.

⁽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).

Alphabet 2024 Proxy Statement 58

To calculate CAP for 2023, the following amounts were deducted from and added to Summary Compensation Table (SCT) total compensation:

	PEO ($)	Average for Non-PEO NEOs ($)
SCT Total	8,802,824	34,648,486
Adjustments
Deduction for Amounts Reported Under the “Stock Awards” Column in the SCT (i)	0	(32,135,185)
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year End (ii)	0	36,856,971
Increase for Fair Value of Awards Granted during year that Vest during year (ii)	0	8,353,052
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)	215,308,629	22,984,694
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)	10,994,001	9,314,911
Compensation Actually Paid	235,105,454	80,022,929

	⁽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 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).

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

Relative to 2022, the PEO’s 2023 CAP amount is aligned with increases to 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). Looking across the four-year period being reported, the highest PEO CAP was in 2021 when Alphabet TSR, Net Income, and 1-Year Relative TSR were at their highest. 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, the 2023 CAP amount is aligned with increases to the aforementioned measures relative to 2022. Looking at prior reporting years, 2021 was a transition year during which non-PEO NEOs’ 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.

Alphabet 2024 Proxy Statement 59

The following table summarizes our equity compensation plan information as of December 31, ~~2015.~~2023. Information is included for equity compensation plans approved by our ~~stockholders and~~stockholders. As of December 31, 2023, we did not have any active equity compensation plans not approved by our stockholders. ~~We will not grant equity awards in the future~~Neither shares of Class A, shares of Class B common stock nor stock options are issued and outstanding under any of ~~the~~our 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)) (#)
Total Equity compensation plans approved by our stockholders		Class C		337,950,676	⁽¹⁾	723,270,727	⁽²⁾

⁽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.~~

~~(3)~~	~~Our 2004 Stock Plan expired in April 2014. No further grants may be made under the 2004 Stock Plan.~~

~~(4)~~	~~Consists of stock options to purchase 4,980,329~~following: 41,257,635 shares of Class C capital stock subject to outstanding awards granted under our Amended and ~~GSUs representing the right~~Restated 2012 Stock Plan, of which 38,640,248 shares were subject to ~~acquire 22,992,170~~outstanding GSU awards and 2,617,387 shares were subject to outstanding PSU awards; and 296,693,041 shares of Class C capital stock subject to outstanding awards granted under our ~~2012~~Amended and Restated 2021 Stock ~~Plan.~~Plan, of which 296,110,401 shares were subject to outstanding GSU awards and 582,640 shares were subject to outstanding PSU awards. PSUs are assumed to be payable at 100% of target.
⁽²⁾
~~(5)~~	Consists of shares of Class C capital stock authorized to be issued pursuant to ~~the Google Inc. 2012~~our Amended and Restated 2021 Stock Plan, which was approved by our stockholders at the ~~2012~~2021 Annual Meeting of Stockholders and amended by our stockholders at the ~~2015~~2022 and 2023 Annual ~~Meeting~~Meetings 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 2006~~2004 Stock Plan ~~assumed by us in connection with~~and our ~~acquisition of AdMob, Inc. in May 2010;~~Amended 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.Restated 2012 Stock Plan.

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement 4260

~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

The following table sets forth all fees paid or accrued by ~~Alphabet and Google~~us for the audit and other services provided by Ernst & Young LLP during the years ended December 31, ~~2014~~2022 and ~~2015~~2023 (in thousands):

	2014 ($)	2015 ($)	2022 ($)	2023 ($)
Audit Fees⁽¹⁾	13,865	13,820	27,676	28,476
Audit-Related Fees⁽²⁾	1,742	3,572	10,474	10,403
Tax Fees⁽³⁾	5,180	3,282	1,407	923
Other Fees⁽⁴⁾	72	6	1,663	1,602
Total Fees	20,859	20,680
TOTAL FEES			41,220	41,404

⁽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.

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 ~~considered~~considers whether the provision of services other than audit services is compatible with maintaining Ernst & Young LLP’s independence.

All audit and non-audit services provided by Ernst & Young LLP to us must be pre-approved in advance by ~~our~~the 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 ~~2014~~2022 and ~~2015~~2023 were pre-approved by the Audit Committee.

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement 4361

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~~Nasdaq and the SEC. The Audit and Compliance Committee operates pursuant to a charter that is available on ~~the~~our Investor Relations ~~section of our~~ website at https://abc.xyz/investor/~~other/board.html#audit-committee.~~board-and-governance/acc/.

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.~~2023. The Audit and Compliance Committee has also discussed with ~~the~~Ernst & 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 ~~the~~our 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.~~2023.

AUDIT AND COMPLIANCE COMMITTEE

~~Ann Mather,~~Roger W. Ferguson Jr., Chair

R. Martin “Marty” Chávez
Robin L. ~~John Doerr~~

~~Alan R. Mulally~~Washington

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement 4462

~~MANAGEMENT PROPOSALS TO BE VOTED ON~~

Proxy Statement
Summary &
Highlights~~Proposal Number 1~~

~~Election of Directors~~Corporate
Governance

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

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

as nominees for election as members of our Board ~~of Directors~~ at the Annual Meeting. At the Annual Meeting, ~~eleven~~ten 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 ~~10-12~~20 and ~~18-19~~34 of this proxy statement contain more information about the leadership skills and other experiences that caused the ~~Nominating and Corporate~~ Governance Committee and ~~the~~our Board ~~of Directors~~ to determine that these nominees should serve as directors of Alphabet.

~~The eleven nominees receiving the highest number~~We have implemented a majority voting standard for elections of ~~affirmative “FOR” votes shall~~directors. 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 votes 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 prompt basis to determine whether to recommend that our Board accept the director’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 such conditions as our Board 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/board-and-governance/corporate-governance-guidelines/.

~~Our Board of Directors recommends a vote FOR the election to the Board of Directors of each of the abovementioned nominees.~~

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

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement 4563

Proxy Statement
Summary &
Highlights~~Proposal Number 2~~

~~Ratification of Appointment of Independent Registered Public Accounting Firm~~Corporate
Governance

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.~~2024. During the fiscal year ended December 31, ~~2015,~~2023, 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 ~~attend~~participate in the Annual Meeting, where they will be available to respond to appropriate questions and, if they desire, to make a statement.

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2016~~2024 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.

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, 2024.

~~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.~~

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement 4664

Proxy Statement
Summary &
Highlights~~Proposal Number 3~~

~~Approval~~Corporate
Governance

We are committed to advancing our practices, policies, and disclosures in ways that further the interests of the company 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. Over the years, we have developed a framework to guide how we evaluate and think about the stockholder proposals we have received, which includes the following factors, among others:

•	Existence of ~~Amendment s~~initiatives and disclosures that cover substantially the same subject matter as the proposal. Stockholder proposals often request that we prepare a report, adopt a policy, or implement new (or different) processes. We appreciate the issues raised in many of the proposals, and in many cases we have already taken actions to ~~Alphabet’s 2012 Stock Plan~~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.
•	Alignment of the proposal with our long-term interests. Our Board and management team assess each proposal request carefully, taking into account feedback from internal subject matter experts who have deep insight into our current priorities and approach to the matters raised by the proposals. We evaluate whether the proposal can be implemented in furtherance of our long-term interests and in alignment with our existing goals and initiatives. We are reluctant to support proposals that are narrowly focused on nuanced issues, that seek to micromanage the company, or that are repeatedly submitted (with slight modifications) despite historically low support from our stockholders.
•	Proponent identity and objective. In many instances, we engage directly with the proponents, which enables us to better understand their objectives and gives us an opportunity to elaborate on our initiatives, policies, and practices. We prioritize engagements with proponents where we believe direct dialogue will be constructive. We have encountered proponents whose primary objective for submitting a proposal appears to be for publicity purposes, opting to remain on the ballot despite making headway during our engagements. We have also received an increasing number of proposals submitted by proponents on behalf of certain special interest groups that are not stockholders. In such instances, we take into account our efforts to engage with these groups outside of the proxy process.

AtIndependent of our stockholder proposal process, 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. Please see our Transparency & Oversight Highlights on page 10 for more information about our efforts to advance transparency on important issues.

Various stockholders have submitted Proposal Numbers 3-14 for our Annual ~~Meeting,~~Meeting. These proposals, including any supporting statements, are included as submitted to us by their proponents. While a number of these proposals contain claims that we believe are incorrect or misleading, we have not attempted to refute all of them.

Alphabet 2024 Proxy Statement 65

We describe here our Board’s rationale for recommending against each stockholder proposal submitted for our Annual Meeting:

Proposal		Alphabet Board Voting Recommendation		Rationale
Stockholder Proposals:
3	Stockholder Proposal Regarding “Bylaw Amendment: Stockholder Approval of Director Compensation” (page 68)		AGAINST	•	The requested amendment is overly restrictive, not legally required, and inconsistent with market practice, and its implementation would be burdensome and place us at a competitive disadvantage
				•	Our director compensation, which has a maximum limit, is determined through a fair and collaborative process and is designed to align director and stockholder interests
4	Stockholder proposal regarding an EEO policy risk report (page 71)		AGAINST	•	Our commitment to a respectful, safe, inclusive workplace, including a wide range of viewpoints, is already embedded across our policies, practices, and trainings, and a report on potential risks to the company of omitting “viewpoint” and “ideology” from our EEO Policy would not provide any meaningful additional benefit to our stockholders
5	Stockholder proposal regarding a report on electromagnetic radiation and wireless technologies risks (page 74)		AGAINST	•	Our cellular devices meet all regulatory and safety requirements for countries where the products are sold, and we maintain transparency around the safety and regulatory information regarding use of Pixel devices
				•	Current regulatory limits are backed by scientific research, which have concluded that long-term radiofrequency exposure below the exposure limits has not been established as causing any type of adverse health effects in humans
6	Stockholder proposal regarding a policy for director transparency on political and charitable giving (page 78)		AGAINST	•	We already have a robust governance framework, policies, and mechanisms in place to assess director nominees’ eligibility and qualifications to serve on our Board and manage any potential conflicts of interest
				•	Given that mandating public disclosure of director nominees’ political and charitable giving is not common practice, and that many people prefer to make philanthropic contributions anonymously, the requested policy may deter otherwise qualified individuals from serving on our Board
7	Stockholder proposal regarding a report on climate risks to retirement plan beneficiaries (page 81)		AGAINST	•	Our 401(k) Plan participants are free to invest in a wide range of investments, including through the Plan’s self-directed brokerage option that allows participants to invest outside of the Plan and tailor their strategy in a way that aligns with their financial goals, risk tolerances, and investment preferences
				•	Federal law requires that a named investment fiduciary of the Plan make investment determinations based on relevant risk-return factors, and by focusing too narrowly on climate risks, the proposal risks putting undue pressure on the fiduciary to make decisions that are not in the best interests of the participants
8	Stockholder proposal regarding a lobbying report (page 84)		AGAINST	•	We already publish extensive lobbying disclosures, which address much of the information requested in the proposal
				•	We have robust oversight mechanisms in place, including oversight by our Board and senior management team

Alphabet 2024 Proxy Statement 66

Proposal		Alphabet Board Voting Recommendation		Rationale
9	Stockholder proposal regarding equal shareholder voting (page 87)		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
10	Stockholder proposal regarding a report on reproductive healthcare misinformation risks (page 90)		AGAINST	•	We have clear and longstanding policies that govern abortion-related advertising on our platforms and are compliant with local laws and regulations to enable informed healthcare decisions
				•	We continually strive to protect our users from misleading content, including through our policies governing health content in advertisements and other products
11	Stockholder proposal regarding AI principles and Board oversight (page 93)		AGAINST	•	Oversight of risks and exposures associated with AI is already being effectively carried out at both our full Board and Audit and Compliance Committee levels
				•	Explicitly calling out AI in the Audit and Compliance Committee Charter is unnecessary as it is already subsumed within the broader risk assessment areas set forth in its Charter and would provide no incremental benefit to our stockholders
12	Stockholder proposal regarding a report on generative AI misinformation and disinformation risks (page 96)		AGAINST	•	Our enterprise risk frameworks, product policies, and tools provide a foundation for identifying and mitigating AI-generated mis/disinformation and other potential risks
				•	We continually strive to improve the quality of our generative AI models and applications through both pre-launch testing and ongoing fine-tuning, and we are transparent about our ongoing work via public reporting
13	Stockholder proposal regarding a human rights assessment of AI-driven targeted ad policies (page 99)		AGAINST	•	Our human rights governance and management structure provides effective oversight of key human rights risks and mitigation strategies
				•	We have progressed solutions that are built based on privacy enhancing technologies to address concerns similar to those raised in this proposal
14	Stockholder proposal regarding a report on online safety for children (page 102)		AGAINST	•	We build child-appropriate features directly into our products and provide extensive information about our child policies and enforcement efforts
				•	Most, if not all, of the recent regulatory frameworks include robust reporting requirements — as such, we already provide child safety-related metrics that are more substantive and informative in nature than the type of report requested in this proposal

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	Number: (650) 253-3393

Alphabet 2024 Proxy Statement 67

Stockholder Approval of Director Compensation”

John Chevedden has advised us that he intends to submit the following proposal for consideration at our Annual Meeting.

Proposal 3 — Bylaw Amendment: Stockholder Approval of Director Compensation

The Bylaws of Alphabet Inc. are amended as follows:

Article III, Section 3.12 is deleted and replaced in its entirety as follows:

The Board shall not have any authority to fix the compensation of directors. The compensation of directors the corporation pays shall be fixed at $1 in a fiscal year; provided, however, the corporation may pay, grant, or award compensation greater than $1 in a fiscal year if such compensation has been (1) disclosed to stockholders in advance of the fiscal year in which the corporation will ~~be asked~~pay, grant, or award such compensation; (2) submitted to an approval vote of stockholders at an annual or special meeting of stockholders in advance of the fiscal year in which the corporation will pay, grant, or award such disclosed compensation; and (3) approved by a majority of stockholder votes present in person or represented by proxies and entitled to vote cast in favor of the disclosed annual compensation at an annual or special meeting of stockholders in advance of the fiscal year in which the corporation will pay, grant, or award such compensation, which majority shall include only stockholder votes of stockholders that are not directors of the corporation.

Supporting statement

Alphabet stockholders seek an independent Board, one that has as its sole objective representing stockholders without conflict of interest. One interest pertains to compensation and how Alphabet compensates directors for board service. Stockholders seek the authority to approve ~~amendments~~compensation that directors receive from Alphabet.

Stockholders want and need authority over how and how much Alphabet compensates directors. If stockholders approve compensation, then directors have the greatest incentive to work in the sole interest of stockholders. Currently, directors design and approve compensation with no approval from stockholders. Directors receive whatever compensation they desire. This bylaw amendment corrects this problem.

The bylaw amendment provides for a stockholder vote on director compensation. Directors can continue to design and propose compensation structure and amount, including the mix and amount of cash and equity. Stockholders will have final approval over whether directors receive what directors propose. Stockholders will vote on director compensation as disclosed in the proxy statement for a stockholder meeting before the fiscal year in which directors receive that compensation. Stock owned by directors will not count in the vote, so the vote result represents the independent views of stockholders.

We urge stockholders to approve this bylaw amendment and assume proper authority over the compensation of directors who represent us.

Alphabet 2024 Proxy Statement 68

Our Board of Directors recommends a vote AGAINST the stockholder proposal because:

•The requested amendment is overly restrictive, not legally required, and inconsistent with market practice, and its implementation would be burdensome and place us at a competitive disadvantage

•Our director compensation, which has a maximum limit, is determined through a fair and collaborative process and is designed to align director and stockholder interests

Our Board has considered this proposal and believes that the existing process is in the best interests of the company and our stockholders and recommends a vote AGAINST this proposal.

The requested amendment is overly restrictive, not legally required, and inconsistent with market practice, and its implementation would be burdensome and place us at a competitive disadvantage

Section 141(h) of the Delaware General Corporation Law explicitly empowers directors to set their own compensation, and the vast majority of U.S. public companies (and our peer companies) give their boards this authority. Stockholder approval or ratification of director compensation in the manner contemplated by this proposal is not common practice. None of our peer companies have adopted an amendment to the ~~Alphabet Inc.~~bylaws like the one requested by the proposal, and we are not aware of any other similarly situated companies outside of our industry that have such a provision in their bylaws. We believe that implementing this atypical arrangement would put us at a competitive disadvantage to our peers, hindering our ability to attract and retain talented directors. It would also entail significant time, resources, and costs every year to execute, requiring either a special meeting of stockholders or additional steps to be built into our annual meeting process.

Director compensation is determined through a fair and collaborative process

We have a director compensation program that is designed to attract and retain highly qualified directors, through compensation competitive to that offered by our peer companies. Our director compensation program takes into account a variety of factors, including the expertise, time, effort, and accountability required of active board membership in overseeing our complex, dynamic, and global business operations.

To fulfill their legally mandated fiduciary duties (and as set forth in our Corporate Governance Guidelines), the fundamental responsibility of our directors is to exercise their business judgment to act in what they reasonably believe to be the best interests of the company and our stockholders. To ensure the integrity and fairness of our director compensation program, our Board and its committees adhere to strict governance processes that we believe are widely regarded as market best practices. The Governance Committee and Compensation Committee, both of which consist of only independent directors, jointly review and approve the director compensation program on an annual basis. In addition, the Compensation Committee reviews the director compensation program with and considers guidance from its independent compensation consultants. Both committees extensively review our director compensation program to ensure that it is aligned with our organizational strategies, competitive with market practices, and in line with evolving trends in compensation pay mix, based on the external analysis provided by the consultants.

Our director compensation has a maximum limit and is designed to align director and stockholder interests, consistent with our stock ownership requirements

Our stock-based awards for directors are included in our Amended and Restated 2012 Stock Plan ~~as amended (the Plan), in order to (1) increase the maximum number~~and our Amended and Restated 2021 Stock Plan, both of ~~shares of~~which were previously approved by our ~~Class C capital stock that may be issued under the~~stockholders. Under our Amended and Restated 2021 Stock Plan, ~~by 11,500,000 shares, and (2) cap~~ the aggregate ~~amounts~~amount of stock-based and cash-based awards ~~which~~that may be granted ~~under the Plan~~ to any non-employee ~~member of the Board of Directors in respect of~~director for any calendar year, solely with respect to his or her service as a member of our Board, is limited to $1.5 million. Further, to 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 ~~Board~~date he or she became a director to comply with this ownership requirement. All of ~~Directors, at $1,500,000,~~

	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~~our non-employee directors either met this minimum stock ownership requirement as of December 31, 2023 or were within the ~~Plan~~grace period to come into compliance with the requirement.

~~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) 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.

~~Administration~~

The Leadership Development and Compensation Committee administers 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 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 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

~~ALPHABET INC.~~ ~~| 2016~~ 2024 Proxy Statement 4769

may delegate to a subcommittee of one or more members of the Board of Directors or employees of the Company 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~~

Any employee or consultant of, or person who renders services directly or indirectly to, the Company and any member of the 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 March 31, 2016, the Company had 64,115 full-time employees and eleven members of the Board of Directors (including four 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 47,000,000 shares in the aggregate. Currently, 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 47,000,000 shares in the aggregate. 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. Assuming stockholders approve this proposal, a total of 58,500,000 shares of Class C capital stock will have been 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.

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 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 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 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 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, the market value of a share of Class C capital stock was $736.10.

~~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 Price~~. 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.

~~ALPHABET INC.~~ ~~| 2016 Proxy Statement~~ 48

~~Terms Applicable to Stock Options~~. 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, (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 not 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 Permitted~~. The Plan permits Alphabet to 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, 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; and (2) any other action that is considered to be a repricing under formal or informal guidance issued by NASDAQ.

~~Performance-Based Awards~~

The Leadership Development and Compensation Committee may grant 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

~~ALPHABET INC.~~ ~~| 2016 Proxy Statement~~ 49

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 granted 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.

~~Non-Employee Director Awards~~

Assuming stockholders approve this proposal, any awards granted to non-employee members of the Board of Directors under the Plan in respect of any calendar year, solely with respect to his or her service to 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 granted under the Plan, in each case determined as of the date of grant. The Board of Directors will reassess this cap at least once every five years. As of April 11, 2016, there were seven non-employee members of the Board of Directors.

~~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~~

The 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. 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, (2) in the event of an increase or decrease in the number or type of issued shares of common stock of Alphabet without receipt or payment of consideration by the Company, the Leadership Development

~~ALPHABET INC.~~ ~~| 2016 Proxy Statement~~ 50

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, (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, 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’s assets, and certain mergers involving Alphabet, and upon any other corporate change, including but not limited to 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.

~~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 exercise 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 Options~~. 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 Units~~. A participant will not recognize income at the time a restricted stock award is granted. When the restrictions lapse with regard to any installment 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) is granted. 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 Awards~~. 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 Limitation~~. 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 of the Plan permit, but do not require, Alphabet to grant performance-based awards under the Plan that meet the requirements of Performance-Based Compensation so that such awards will be deductible by Alphabet for federal income tax purposes.

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.

~~ALPHABET INC.~~ ~~| 2016 Proxy Statement~~ 51

~~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.

~~Required Vote~~

Approval of the proposed amendments to 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 11,500,000 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.

~~Alphabet Recommendation~~

We believe strongly that the approval of the amendment to the Plan to increase the number of Class C capital stock issuable under the Plan by 11,500,000 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.

~~ALPHABET INC.~~ ~~| 2016 Proxy Statement~~ 52

Director and ~~Restated Certificate of Incorporation~~
Executive
Compensation

Proxy Statement
Summary &
Highlights~~Proposal Number 4~~

~~Approval of an Amendment to Google’s Fourth Amended~~Corporate
Governance

~~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~~Other than this proposal, we have not received any comments from our stockholders expressing concerns about our director compensation program. We believe our current director compensation program, as well as our governance practices, processes, 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 provisionpolicies relating to ~~its authorized share capital. However, now that Alphabet is the public holding company, certain amendments to the Google Charter~~our director compensation program, are ~~desired~~ in ~~order to eliminate duplicative and unnecessary provisions in the Google Charter.~~line with our stockholders’ expectations. 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~~reasons, our Board ~~of Directors~~ believes that the ~~deletion~~existing delegation of authority over director compensation in the Bylaws is in the best interests of the ~~Pass-Through Provision will~~company and our stockholders, and that implementing this proposal would not 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 themeaningful additional ~~approval of Alphabet’s stockholders.~~benefit.

~~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.~~

Approval of the stockholder 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

~~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

~~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 have~~~~one 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

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 to the contrary, proxies received will be voted ~~“AGAINST”~~AGAINST the stockholder proposal.

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~~Alphabet 2024 Proxy Statement 5770

Proxy Statement
Summary &
Highlights~~Proposal Number 6~~

~~Stockholder Proposal Regarding a Lobbying~~Corporate
Governance

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

EEO Policy Risk Report

RESOLVED

Shareholders request that Alphabet Inc. (“Alphabet”) issue a public report detailing the potential risks associated with omitting “viewpoint” and “ideology” from its written equal employment opportunity (EEO) policy. The report should be available within a reasonable timeframe, prepared at a reasonable expense and omit proprietary information.

SUPPORTING STATEMENT

Alphabet does not explicitly prohibit discrimination based on viewpoint or ideology in its written EEO policy.

Alphabet’s lack of a company-wide best practice EEO policy sends mixed signals to company employees and prospective employees and calls into question the extent to which individuals are protected due to inconsistent state policies and the absence of federal protection for partisan activities. Approximately half of Americans live and work in a jurisdiction with no legal protections if their employer takes action against them for their political activities.

Companies with inclusive policies are better able to recruit the most talented employees from a broad labor pool, resolve complaints internally to avoid costly litigation or reputational damage, and minimize employee turnover. Moreover, inclusive policies contribute to more efficient human capital management by eliminating the need to maintain different policies in different locations.

There is ample evidence that individuals with conservative viewpoints may face discrimination at Alphabet.

According to a study that examined the political contributions of Alphabet employees over several election cycles, 90 percent of political donations by Google, YouTube, and other subsidiaries of Alphabet have gone to Democrats.¹From 2004 to 2017, $15 million donated by employees of Google and its related companies went to Democrats, and just $1.6 million went to Republicans.²In 2016, 94 percent of Alphabet employee donations went to Hillary Clinton.³This high level of support does not appear to be changing anytime soon, as reports indicate that the top donors from Google pushed 94 percent of their total 2022 political contributions to Democrats.⁴

Most tellingly, a leaked video following the 2016 presidential election shows Google co founders Larry Page and Sergey Brin alongside several execs, including CEO Sundar Pichai, lamenting the Democrats’ loss and insulting and demeaning voters who did not support Clinton.⁵

Coupled with the fact that Alphabet has refused previous requests to increase the viewpoint diversity of its board, this type of behavior signals to employees that viewpoint discrimination is condoned if not encouraged at the highest levels.

Presently shareholders are unable to evaluate how Alphabet prevents discrimination towards employees based on their ideology or viewpoint, mitigates employee concerns of potential discrimination, and ensures a respectful and supportive work atmosphere that bolsters employee performance.

Without an inclusive EEO policy, Alphabet may be sacrificing competitive advantages relative to peers while simultaneously increasing company and shareholder exposure to reputational and financial risks.

We recommend that the report evaluate risks including, but not limited to, negative effects on employee hiring and retention, as well as litigation risks from conflicting state and company anti discrimination policies.

⁽¹⁾	https://www.washingtonexaminer.com/policy/technology/90-percent-of-political-donations-from-google-related companies-go-to-democrats-study
⁽²⁾	https://www.washingtonexaminer.com/policy/technology/90-percent-of-political-donations-from-google-related companies-go-to-democrats-study
⁽³⁾	https://www.washingtonexaminer.com/policy/technology/90-percent-of-political-donations-from-google-related companies-go-to-democrats-study; https://nypost.com/2023/05/24/how-google-manipulates-search-to-favor-liberals and-tip-elections/#
⁽⁴⁾	https://www.foxnews.com/politics/google-twitter-employees-donations-democrats
⁽⁵⁾	https://www.foxnews.com/politics/video-verite-google-execs-rant-about-trump-and-his-extreme-voters; https://www.breitbart.com/tech/2018/09/12/leaked-video-google-leaderships-dismayed-reaction-to-trump-election/

~~Walden Asset Management,~~Alphabet 2024 Proxy Statement 71

Our Board of Directors recommends a vote AGAINST the stockholder proposal because:

•Our commitment to a respectful, safe, inclusive workplace, including a wide range of viewpoints, is already embedded across our policies, practices, and trainings, and a report on potential risks to the company of omitting “viewpoint” and “ideology” from our EEO Policy would not provide any meaningful additional benefit to our stockholders

Our Board has considered this proposal and believes that our commitment to a supportive workplace rooted in respect and fairness is already embedded across our policies, practices, and trainings. As such, our Board believes that the report requested by this proposal would not provide meaningful additional information to our stockholders and recommends a vote AGAINST this proposal.

We are committed to a respectful, safe, and supportive working environment

Google’s Equal Employment Opportunity Policy (the EEO Policy) states, “At Google, we don’t just accept difference — we celebrate it, we support it, and we thrive on it for the benefit of our employees, our products, and our community.” In our workplace, we do this by strengthening our culture of mutual respect, working together across individual differences, and making sure every employee feels empowered to participate. We recognize that our employees hold a wide range of viewpoints, and we respect diversity of thought consistent with applicable laws. A culture of open dialogue and feedback requires respect for those with different points of view. Our policies promote a work environment where all employees have the opportunity to reach their potential, free from unlawful harassment, intimidation, bias, and discrimination.

Our culture starts with setting the right tone at the top by both our senior management and our Board. Our Board oversees matters relating to our human capital management, workplace environment, and corporate culture. As part of its oversight, the Compensation Committee also ensures that our senior management effectively implements and maintains a respectful and accommodating workplace culture for everyone.

We already have robust policies relating to anti-discrimination

Google is an equal opportunity employer, where employment is based solely on a person’s merit and qualifications directly related to professional competence. Our EEO Policy states, “Google does not discriminate against any employee or applicant” because of many enumerated categories, including “basis protected by law”, and it is Google’s policy to “comply with all applicable national, state and local laws pertaining to nondiscrimination and equal opportunity.” This protection includes any state or local laws that provide protection with respect to political activities or affiliation.

Beyond the enumerated categories in the EEO Policy, we have a Standards of Conduct Policy provision as part of our Policy on Harassment, Discrimination, Retaliation, Standards of Conduct, and Workplace Concerns (the Conduct Policy). The Conduct Policy states that all employees are held to the highest standards of ethics and conduct and prohibits failing to maintain basic standards of civility and not treating each other with dignity.

Our Community Guidelines further help support the responsible and thoughtful discussion that has always been part of our culture. For example, the Community Guidelines make clear that political topics are best left for outside the workplace—campaigning for personal political views or making pointed comments about political topics can be divisive in the workplace and do not promote our company mission.

Because our commitment to a respectful and inclusive workplace, including accepting a wide range of viewpoints, is embedded across our policies, practices, and trainings, we believe a report on potential risks would not provide any meaningful additional benefit to our stockholders.

Alphabet 2024 Proxy Statement 72

Personal political activities are governed by strict company practices and policies, campaign finance, and lobbying laws

Google’s values reinforce the importance of maintaining our users’ trust, making clear that our products and services are nonpartisan, and building products for everyone. To ensure that employees comply with strict campaign finance and lobbying laws and that we respect the trust that our users place in us as an information company, our Personal Political Activity Policy provides that employees may conduct any personal political activity in their own voice, on their own time, and with their own resources. The Personal Political Activity Policy also makes clear that employees and extended workforce should feel no obligation or pressure at work to support a particular candidate or party.

We have multiple ways to raise or escalate concerns about improper conduct

Employees can provide feedback and voice concerns, including via an internal reporting portal as well as an anonymous external helpline. We prohibit retaliation for raising a concern about a violation of policy or law. Our Board oversees risks and exposures associated with legal and compliance matters, including internal incidents and investigations, and oversees management’s efforts to promote a workplace culture that encourages and supports individuals to speak up about their concerns.

We also regularly solicit employee feedback on a wide range of topics and use this in making decisions about our workplace culture. Taking employee suggestions into account, we have implemented significant updates to build a more respectful workplace, including overhauling the way we handle and investigate employee concerns and implementing care programs for employees who report concerns. We continually strive to improve the work environment for our employees.

Given our commitment to fostering a constructive working environment and our existing enforcement of comprehensive policies relating to anti-discrimination, our Board believes that additional disclosure requested by this proposal would not provide meaningful additional information to our stockholders.

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

Alphabet 2024 Proxy Statement 73

Lendri Purcell has advised us that she intends to submit the following proposal for consideration at our Annual Meeting.

Resolved,Google shall issue an annual report, at a reasonable expense and excluding proprietary information, on the health effects and financial risks associated with electromagnetic radiation and wireless technologies, and compare its safety performance to the other wireless device developers, operators and manufacturers.

Google’s business revolves around wireless movement of information. In the United States, the Federal Communications regulates the activities of telecommunications companies, and it established guidelines for allowable levels of human exposure to wireless radiation in 1996 despite vast changes in technology, expansion of networks, and usage of wireless devices, these limits remain unchanged. Over the past 27 years, hundreds of published, peer-reviewed scientific studies have linked low-level, non-ionizing radiation exposure at legally allowed levels to serious health impacts^,1,2including cancer³, memory damage⁴, brain development⁵, the endocrine system⁶, thyroid function⁷, reproduction⁸, epigenetic alterations⁹, and DNA/genetic damage.^10,11

Prominent scientists declare the WHO’s International Agency for Research on Cancer classification of radiofrequency radiation should be at least a probable, if not a proven human carcinogen.^{12,13,14,15,16,17}Insurers, including underwriters at Lloyd’s of London, have expressly excluded from coverage indemnity for risks arising from exposure to wireless radiation. Mobile carriers are unable to obtain commercial insurance to cover liability risks arising from wireless radiation exposure. Insurers rank 5G and electromagnetic radiation as a “high” risk,¹⁸comparing the hazard to lead and asbestos¹⁹.

Children are uniquely sensitive and absorb more wireless radiation deeper into their brains.^20,21Almost all U.S. teens have access to smartphones; 45% say they are “almost constantly” online. Over 20 countries recommend reducing childhood cell phone radiation exposure.²²

Many countries label cell phones for radiation at point of sale.²³The Parliamentary Assembly of the Council of Europe and the International Doctors for the Environment recommend reducing childhood wireless exposure. In France cell phone radiation consumer information states “Keep radio equipment away from the belly of pregnant women, and away from the lower abdomen of adolescents.”

Google instructs users to distance products^24,25from the body to avoid violating wireless limits.²⁶

In the US, the American Academy of Pediatrics, California Department of Health, the California Department of Health, Maryland State Children’s Environmental Health and Protection Advisory Council, New Jersey Education Association, New Hampshire State 5G Commission and Santa Clara Medical Association have released advisories to reduce wireless radiation. Apple recently had to stop selling its iPhone 12 in France due to above-threshold radiation levels. In 2017 an Italian Court ruled²⁷a telecom employee be paid lifetime damages for a brain tumor developed after heavy cell phone use.

Simple engineering fixes exist to make cell phones safer.²⁸This industry holds numerous patents on safer software and hardware including antenna design, case content, and operating system modifications. Phones can work to connect to signals and towers at 1 billionth of the ICNIRP standard.

⁽¹⁾	Levitt, B. B., Lai, H. C., & Manville, A. M. (2022b). Effects of non-ionizing electromagnetic fields on flora and fauna, Part 2 impacts: How species interact with natural and man-made EMF. Reviews on Environmental Health, 37(3), 327–406.
⁽²⁾	Cucurachi, S., Tamis, W. L. M., Vijver, M. G., Peijnenburg, W. J. G. M., Bolte, J. F. B., & de Snoo, G. R. (2013). A review of the ecological effects of radiofrequency electromagnetic fields (RF-EMF). Environment International, 51, 116–140.
⁽³⁾	Choi, Y.-J., Moskowitz, J. M., Myung, S.-K., Lee, Y.-R., & Hong, Y.-C. (2020). Cellular Phone Use and Risk of Tumors: Systematic Review and Meta-Analysis. International Journal of Environmental Research and Public Health, 17(21), 8079.
⁽⁴⁾	Foerster, M., Thielens, A., Joseph, W., Eeftens, M., & R, öösli M. (n.d.). A Prospective Cohort Study of Adolescents’ Memory Performance and Individual Brain Dose of Microwave Radiation from Wireless Communication. Environmental Health Perspectives, 126(7), 077007.
⁽⁵⁾	Aldad, T. S., Gan, G., Gao, X.-B., & Taylor, H. S. (2012). Fetal Radiofrequency Radiation Exposure From 800-1900 Mhz-Rated Cellular Telephones Affects Neurodevelopment and Behavior in Mice. Scientific Reports, 2(1), 312.

Alphabet 2024 Proxy Statement 74

⁽⁶⁾	Sangün, Ö., Dündar, B., Çömlekçi, S., & Büyükgebiz, A. (2015). The Effects of Electromagnetic Field on the Endocrine System in Children and Adolescents. Pediatric Endocrinology Reviews: PER, 13(2), 531–545.
⁽⁷⁾	Alkayyali, T., Ochuba, O., Srivastava, K., Sandhu, J. K., Joseph, C., Ruo, S. W., Jain, A., Waqar, A., & Poudel, S. (2021). An Exploration of the Effects of Radiofrequency Radiation Emitted by Mobile Phones and Extremely Low Frequency Radiation on Thyroid Hormones and Thyroid Gland Histopathology. Cureus, 13(8).
⁽⁸⁾	Kim S, Han D, Ryu J, Kim K, Kim YH. Effects of mobile phone usage on sperm quality - No time-dependent relationship on usage: A systematic review and updated meta-analysis. Environ Res. 2021 Nov
⁽⁹⁾	Cantu, J. C., Butterworth, J. W., Peralta, X. G., Payne, J. A., & Echchgadda, I. (2023). Analysis of global DNA methylation changes in human keratinocytes immediately following exposure to a 900 MHz radiofrequency field. Bioelectromagnetics, 44(3–4), 77–89.
⁽¹⁰⁾	Panagopoulos, D. J., Karabarbounis, A., Yakymenko, I., & Chrousos, G. P. (2021). Human-made electromagnetic fields: Ion forced-oscillation and voltage-gated ion channel dysfunction, oxidative stress and DNA damage (Review). International Journal of Oncology, 59(5), 92.
⁽¹¹⁾	Smith-Roe, S. L., Wyde, M. E., Stout, M. D., Winters, J. W., Hobbs, C. A., Shepard, K. G., Green, A. S., Kissling, G. E., Shockley, K. R., Tice, R. R., Bucher, J. R., & Witt, K. L. (2020). Evaluation of the genotoxicity of cell phone radiofrequency radiation in male and female rats and mice following subchronic exposure. Environmental and Molecular Mutagenesis, 61(2), 276–290.
⁽¹²⁾	Davis, D., Birnbaum, L., Ben-Ishai, P., Taylor, H., Sears, M., Butler, T., & Scarato, T. (2023). Wireless technologies, non-ionizing electromagnetic fields and children: Identifying and reducing health risks. Current Problems in Pediatric and Adolescent Health Care, 53(2), 101374.
⁽¹³⁾	Peleg M, Berry EM, Deitch M, Nativ O, Richter E.(2022) On radar and radio exposure and cancer in the military setting. Environ Res. 2022 Oct 21:114610.
⁽¹⁴⁾	Miller, A. B., Morgan, L. L., Udasin, I., & Davis, D. L. (2018). Cancer epidemiology update, following the 2011 IARC evaluation of radiofrequency electromagnetic fields (Monograph 102). Environmental Research, 167, 673–683.
⁽¹⁵⁾	James C. Lin. (2022) Carcinogenesis from chronic exposure to radio-frequency radiation. Front. Public Health, Sec. Radiation and Health. 31 October
⁽¹⁶⁾	Hardell, L., & Carlberg, M. (2019). Comments on the US National Toxicology Program technical reports on toxicology and carcinogenesis study in rats exposed to whole-body radiofrequency radiation at 900 MHz and in mice exposed to whole-body radiofrequency radiation at 1,900 MHz. International Journal of Oncology, 54(1), 111–127.
⁽¹⁷⁾	Directorate-General for Parliamentary Research Services (European Parliament), & Belpoggi, F. (2021). Health impact of 5G: Current state of knowledge of 5G related carcinogenic and reproductive/developmental hazards as they emerge from epidemiological studies and in vivo experimental studies. (PDF) Publications Office of the European Union.
⁽¹⁸⁾	2019 Swiss Re Report https://ehtrust.org/wp-content/uploads/Swiss-Re-SONAR-Publication-2019-excerpt-1.pdf
⁽¹⁹⁾	Lloyd’s of London Report on Electromagnetic Fields “Electromagnetic fields from mobile phones: recent developments.” Lloyd’s Emerging Risks Team Report
⁽²⁰⁾	Fernández, C., de Salles, A. A., Sears, M. E., Morris, R. D., & Davis, D. L. (2018). Absorption of wireless radiation in the child versus adult brain and eye from cell phone conversation or virtual reality. Environmental Research, 167, 694–699.
⁽²¹⁾	Mohammed, B., Jin, J., Abbosh, A. M., Bialkowski, K. S., Manoufali, M., & Crozier, S. (2017). Evaluation of Children’s Exposure to Electromagnetic Fields of Mobile Phones Using Age-Specific Head Models With Age-Dependent Dielectric Properties. IEEE Access, 5, 27345–27353.
⁽²²⁾	Redmayne, M. (2016). International policy and advisory response regarding children’s exposure to radio frequency electromagnetic fields (RF-EMF). Electromagnetic Biology and Medicine, 35(2), 176–185.
⁽²³⁾	Davis, D., Birnbaum, L., Ben-Ishai, P., Taylor, H., Sears, M., Butler, T., & Scarato, T. (2023). Wireless technologies, non-ionizing electromagnetic fields and children: Identifying and reducing health risks. Current Problems in Pediatric and Adolescent Health Care, 53(2), 101374.
⁽²⁴⁾	Safety & Regulatory Guide - Help Google Home
⁽²⁵⁾	https://support.google.com/pixelphone/answer/10331506 Pixel 5a (5G)
⁽²⁶⁾	Gandhi, O. P. (2019). Microwave Emissions From Cell Phones Exceed Safety Limits in Europe and the US When Touching the Body. IEEE Access, 7, 47050–47052.
⁽²⁷⁾	https://www.courthousenews.com/italian-court-finds-link-cell-phone-use-tumor/
⁽²⁸⁾	Héroux P, Belyaev I, Chamberlin K, Dasdag S, De Salles AAA, Rodriguez CEF, Hardell L, Kelley E, Kesari KK, Mallery-Blythe E, et al. Cell Phone Radiation Exposure Limits and Engineering Solutions. International Journal of Environmental Research and Public Health. 2023; 20(7):5398.

Alphabet 2024 Proxy Statement 75

Our Board of Directors recommends a vote AGAINST the stockholder proposal because:

•Our cellular devices meet all regulatory and safety requirements for countries where the products are sold, and we maintain transparency around the safety and regulatory information regarding use of Pixel devices

•Current regulatory limits are backed by scientific research, which have concluded that long-term radiofrequency exposure below the exposure limits has not been established as causing any type of adverse health effects in humans

Our Board has considered this proposal and believes that given (1) the current regulatory requirements and scientific research on electromagnetic radiation as well as (2) the transparent safety and regulatory disclosures we provide our users, it would not be in the best interests of the company and our stockholders to implement this proposal and recommends a vote AGAINST this proposal.

Our devices meet regulatory requirements

Our cellular devices meet all regulatory and safety requirements for countries where the products are sold. In the U.S. for example, the U.S. Specific Absorption Rate (or the measure of the amount of radio frequency energy absorbed by the body when using a mobile phone) limits are among the most stringent in the world at 1.6 Watts/kilogram¹and are lower than the EU limits at 2.0 Watts/kilogram.²Further, Google maintains a robust product compliance program regarding electromagnetic fields and safety, including policies and processes designed to ensure compliance with applicable laws and disclosure to users.

Scientific research supports current regulatory limits

Numerous scientific, health, and governmental organizations around the world have reviewed scientific research on radiofrequency fields (RF) exposure and health. These organizations have all independently reached similar conclusions regarding RF exposure and human health; that is, that long-term RF exposure below the current scientifically based exposure limits has not reliably or convincingly been established as causing any type of adverse health effects in humans, including cancer or other chronic health conditions.

Health, scientific, and other agencies, like the World Health Organization (WHO) and U.S. and European regulatory agencies, draw evidence-based consensus conclusions from systematic reviews performed by multidisciplinary panels of scientists and physicians. The WHO currently states that “Scientific knowledge in this area is now more extensive than for most chemicals” and, “[b]ased on a recent in-depth review of the scientific literature, the WHO concluded that current evidence does not confirm the existence of any health consequences from exposure to low level electromagnetic fields”.³

In addition, a U.S. Food and Drug Administration literature review from 2020 states: “Based on the studies that are described in detail in this report, there is insufficient evidence to support a causal association between [radiofrequency fields] exposure and tumorigenesis. There is a lack of clear dose response relationship, a lack of consistent findings or specificity, and a lack of biological mechanistic plausibility.”⁴

Also recently, in the European Union, the Scientific Committee on Health, Environmental, and Emerging Risks concluded in a 2023 report that it “could not identify moderate or strong level of evidence for adverse health effects resulting from chronic or acute RF [electromagnetic fields] exposure from existing technology at levels below the limits set” for the general public by the European Union.⁵

We maintain transparent safety and regulatory information regarding use of Pixel devices

Safety and Regulatory Guides for Google Pixel Phones are available to our users in several places. Safety and regulatory information is available at g.co/pixel/safety or the phone’s software at Settings > About phone > Safety & regulatory manual. Basic safety guidelines are also found in the printed Safety & Warranty booklet that comes with each device. Electronic regulatory labels, including specific absorption rate (SAR) values, for each device can be found at Settings > About phone > Regulatory labels.

Alphabet 2024 Proxy Statement 76

Safety and Regulatory Guides for Google Pixel Watch are available to our users in several places. Safety and regulatory information is available at g.co/pixelwatch/regulatory or the watch software at Settings > System > Regulatory Information. Basic safety guidelines are also found in the printed Safety & Warranty booklet that comes with each device. Electronic regulatory labels, including SAR values, for each device can be found at Settings > System > Regulatory labels.

While the proponent would like the company to provide a report comparing our safety performance to the other wireless device developers, operators, and manufacturers, there are already existing mechanisms for obtaining similar data. For example, all manufacturers of cellular devices must comply with the same regulations in order to sell their devices and similarly publicly release their SAR values, which would allow for comparison.

Given our robust compliance processes, the current scientific consensus regarding electromagnetic radiation, and our transparency around the safety of our devices, our Board does not believe that implementing this proposal would provide meaningful additional benefit to our stockholders.

⁽¹⁾	Averaged over 1 gram of tissue, measured at 0 millimeters for the head and 5 millimeters for the body.
⁽²⁾	Averaged over 1 gram of tissue, measured at 0 millimeters for both the head and body.
⁽³⁾	https://www.who.int/news-room/questions-and-answers/item/radiation-electromagnetic-fields (accessed February 12, 2024).
⁽⁴⁾	U.S. Food and Drug Administration (FDA). Review of Published Literature between 2008 and 2018 of Relevance to Radiofrequency Radiation and Cancer. FDA Center for Devices and Radiological Health, 2020, p. 6.
⁽⁵⁾	Scientific Committee on Health, Environmental, and Emerging Risks (SCHEER). Opinion on the need of a revision of the annexes in the Council Recommendation 1999/519/EC and Directive 2013/35/EU, in view of the latest scientific evidence available with regard to radiofrequency (100kHz - 300GHz). Brussels, Belgium: European Commission, 2023.

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

Alphabet 2024 Proxy Statement 77

National Legal and Policy Center has advised us that it intends to submit the following proposal for consideration at our Annual Meeting.

Request for the Board to Adopt a Policy for Director Transparency

WHEREAS: Viewpoint disagreements have intensified, and businesses are caught in the middle. While shareholders should expect corporate engagement over matters that affect operations – like taxation and regulation – many companies get involved in contentious matters unrelated to their core businesses.

SUPPORTING STATEMENT: Corporate support of potentially controversial stances, especially on social and cultural issues, can damage relationships with customers, employees, and investors, and present material risks to companies’ reputation and sustainability. For example:

•	Consumers boycotted Bud Light following advertising efforts featuring transgender influencer Dylan Mulvaney, and the brand lost its status as the best-selling beer in the United States.¹Parent company Anheuser-Busch InBev lost 28 percent in pre-tax profit during the second quarter of 2023, and the situation worsened in Q3, resulting in another 29 percent drop in adjusted U.S. earnings.²
•	Target Corporation highlighted its sale of sexually charged children’s products and corporate donations to partisan organizations.³Its quarterly sales fell for the first time in six years,⁴despite increased consumer spending during that period,⁵and the company lost $10 billion in market value over ten days.

Alphabet, Inc. (“Alphabet” or “Company”) is not exempt. It donated millions of dollars⁶to groups⁷that support lenient criminal justice policies that have destroyed many U.S. inner cities. The Company’s efforts contributed to the widespread vilification of police officers⁸and a rise in crime across the country.⁹

Corporate underperformance can be avoided if directors exercise greater risk oversight objectively. According to Alphabet’s Investor Relations, “the fundamental responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be the best interests of Alphabet and its stockholders,”¹⁰but shareholders are uninformed about members’ ideological and political views. Greater transparency is needed for shareholders to discern whether our Board suffers the partisan capture and therefore the group-think ideological blinders that have cost some companies in recent years.

RESOLVED: Shareholders request the Board adopt as policy, and amend the governing documents as necessary, to require each year that director nominees to furnish the Company, in sufficient time before publication of the annual proxy statement, information about their political and charitable giving. The information would be most valuable if it contained:

•	a list of his or her donations to federal and state political candidates, and to political action committees, in amounts that exceed $999 per year, for each of the preceding 10 years;
•	a list of his or her donations to nonprofit (under all IRS categories) and charitable organizations, in amounts that exceed $1,999 per year, for each of the preceding five years.

Information that nominees provide to the Company shall be made conveniently available to shareholders and to the public at the time the annual proxy statement is issued.

⁽¹⁾	https://www.theguardian.com/business/2023/jun/14/bud-light-loses-top-us-beer-spot-after-promotion-with-transgender-influencer
⁽²⁾	https://www.cnn.com/2023/10/31/investing/bud-light-anheuser-busch-earnings/index.html
⁽³⁾	https://nypost.com/2023/05/28/target-loses-10b-following-boycott-calls-over-lgbtq-friendly-clothing/
⁽⁴⁾	https://www.cnn.com/2023/08/16/investing/target-stock-earnings/index.html
⁽⁵⁾	https://www.reuters.com/markets/us/us-consumer-spending-july-surges-weekly-jobless-claims-fall-2023-08-31/
⁽⁶⁾	https://www.google.org/racial-justice/
⁽⁷⁾	https://eji.org/criminal-justice-reform/
⁽⁸⁾	https://www.nbcnews.com/news/us-news/us-experiencing-police-hiring-crisis-rcna103600
⁽⁹⁾	https://thehill.com/homenews/nexstar_media_wire/4258799-is-crime-going-up-in-america-some-types-are-new-fbi-data-shows/
⁽¹⁰⁾	https://abc.xyz/investor/board-and-governance/corporate-governance-guidelines/

Alphabet 2024 Proxy Statement 78

Our Board of Directors recommends a vote AGAINST the stockholder proposal because:

•We already have a robust governance framework, policies, and mechanisms in place to assess director nominees’ eligibility and qualifications to serve on our Board and manage any potential conflicts of interest

•Given that mandating public disclosure of director nominees’ political and charitable giving is not common practice, and that many people prefer to make philanthropic contributions anonymously, the requested policy may deter otherwise qualified individuals from serving on our Board

We already have a robust governance framework and policies in place to assess director nominees’ eligibility under applicable laws and regulations and identify and manage any potential conflicts of interest among our directors. Public disclosure of director nominees’ personal political and charitable contributions is not common practice and may serve to deter otherwise qualified individuals from serving on our Board. As such, our Board believes that the requested policy would not be in the best interests of the company and our stockholders and recommends a vote AGAINST this proposal.

Director nominees already furnish extensive personal information so that Alphabet can assess their eligibility and qualifications to serve on our Board

Our Board has established a robust director selection and evaluation process befitting a global and complex company like Alphabet, exceeding the minimum legal and regulatory requirements. To ensure integrity and impartiality in our director nominee selection and evaluation process, our Board and its committees adhere to strict processes and policies that we believe are widely regarded as best practices. To fulfill their legally mandated fiduciary duties, our directors are always expected to represent the balanced and best interests of the company and our stockholders as a whole rather than any particular special interests or constituencies.

The Governance Committee seeks candidates of character and integrity who have a strong record of accomplishment in their fields, who display the independence of mind to effectively represent the best interests of all stockholders, and who provide practical insights and diverse perspectives as part of our Board’s deliberations. The Governance Committee considers a candidate’s qualifications in light of the overall composition of our Board with a view to achieving a balanced representation of core competencies important to our Board’s oversight role. Our Board and Governance Committee consider a range of information material to candidate evaluation, including but not limited to the nominee’s integrity, professional reputation and strength of character, judgment, educational background, specific areas of expertise and knowledge of the industries in which we operate, and diversity of professional experience.

To facilitate the thorough and detailed evaluation of each director nominee in light of the robust criteria and processes established by our Board, our director nominees are required to furnish to Alphabet extensive disclosures about themselves relating to each of the criteria and considerations established by our Board. For example, among many other categories of information requested from our directors, director nominees are required to provide to Alphabet information regarding their outside activities and commitments, including employment history, outside directorships, involvement with charitable or non-profit organizations, relationships with business partners, related party considerations, and other affiliations (political or otherwise). All of this information is collected through our director questionnaires, which are comprehensive and aligned with best practices. Our Governance Committee uses the information received by each director nominee, consulting with the company’s legal team as appropriate, to ensure that each decision furthers the best interests of the company and our stockholders.

Moreover, we pride ourselves on being able to attract and retain highly qualified directors with a range of perspectives and skills. Given that mandating public disclosure as requested in this proposal is not common practice, and that many people prefer to make philanthropic contributions anonymously, the requested policy could deter otherwise qualified individuals from serving on our Board.

Alphabet 2024 Proxy Statement 79

We already have mechanisms in place to resolve any director conflicts of interest

The proponent contends that the requested policy is needed to glean whether our Board “suffers partisan capture” and “ideological blinders.” We believe that our directors can distinguish between their own personal views and interests and what decisions would be in the best interests of the company and our stockholders when performing their director duties. Where director nominees have chosen to donate personal funds is not relevant to assessing their eligibility to serve on our Board and has no bearing on their fundamental responsibility to act in the best interests of the company and our stockholders.

All of the information that we gather in connection with the selection and evaluation of each director nominee is also used to identify and manage actual, potential, or perceived conflicts of interest. We have comprehensive processes to recuse any director who may, or may be perceived to, have his or her independent business judgment affected by any relationship or affiliation from voting on or otherwise unduly influencing any relevant decisions. Accordingly, the information requested by the proponent is not necessary or helpful in determining a director nominee’s suitability or ability to serve on our Board.

We have separate processes for managing and overseeing Alphabet’s corporate political activities to ensure they are serving the interests of the company and our stockholders

The proponent focuses on directors’ charitable and political contributions as a proxy for “corporate support of potentially controversial stances, especially on social and cultural issues.” This focus inaccurately presumes that our directors’ personal philanthropic and political endeavors and interests correlate and align with those of Alphabet or that Alphabet requires this to be the case.

Our senior management executes on our corporate political activities, and such activities are overseen by our Board to ensure that we have appropriate policies and practices that serve the best interests of the company and our stockholders. The Governance Committee reviews our corporate policies and activities, including expenditures made with corporate funds, Google’s NetPAC contributions, direct corporate contributions to state and local political campaigns, and our prohibition on trade associations and other organizations using corporate funds for political activities. Additionally, our Ethics and Business Integrity team ensures compliance with relevant political laws and has implemented approval processes for our political contributions and public reporting of political contributions. We do not believe that our directors’ personal endeavors have any material influence over Alphabet’s corporate political activities, or that the information requested by the proponent would provide our stockholders with any further insight into our corporate political activities beyond what we already share in our existing disclosures.

We remain steadfast in our commitment to transparency and good governance, and our Board believes that the proposed disclosures are not necessary under applicable laws and regulations, will not enhance our existing rigorous director selection process, and would not be in the best interests of the company and our stockholders.

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

Alphabet 2024 Proxy Statement 80

As You Sow, on behalf of the As You Sow Foundation Fund, has advised us that it intends to submit the following proposal for consideration at our Annual Meeting.

WHEREAS: Without aggressive mitigation, climate change will have significant, deleterious consequences for the global economy, with some estimates suggesting that unmitigated climate change can be expected to shave 11 to 14 percent off global economic output by 2050 unless average global temperature increase is kept to less than two degrees Celsius.¹

These effects will have a particularly significant impact on workers saving for retirement. Retirement plan beneficiaries have long investment horizons, and “[t]he longer term the investment horizon, the more likely it is that climate will not only be a material risk, but the most material risk.”²Climate portfolio risk to retirement plans will be difficult to mitigate. An International Finance Corporation report concluded that “the traditional way of managing risk through a shift in asset allocation into increased holdings of more conservative, lower risk, lower return, asset classes may do little to offset climate risks.”³

While our Company has taken actions to address its operational greenhouse gas emissions,⁴it has not acted to meaningfully address the emissions generated by its retirement plan investments. The plan’s “default” investment option — into which participants are automatically enrolled if they do not affirmatively select another option — is the Vanguard Target Retirement fund series. The funds in this series account for 65% of plan assets.⁵These funds invest heavily in high-carbon companies and companies contributing to deforestation.⁶

Investments in high-carbon and deforestation-risk companies help fuel the climate crisis and make worst-case economic scenarios more likely.⁷To effectively mitigate the climate crisis and keep temperature increases within manageable ranges, the world has a limited “carbon budget.”⁸Emissions today deplete that budget and, together with investments in new sources of emissions, “lock in” future temperature increases.⁹

High-carbon and deforestation-risk retirement plan investments contribute to systemic climate risk in beneficiaries’ portfolios, endangering workers’ life savings. These investments are especially perverse when made automatically on behalf of younger workers with long investment time horizons. The Company’s climate-unsafe retirement plan may also contribute to difficulty in worker recruitment and retention, as polling indicates employee demand for responsible retirement options.¹⁰

Federal law requires that retirement plan fiduciaries act in beneficiaries’ best interests and ensure prudence of the plan’s investments. Recent regulatory amendments have confirmed that managing material climate risk is an appropriate consideration for retirement plan fiduciaries.¹¹The Company can best ensure that it is meeting its obligations to employees — especially younger employees — by appropriately mitigating climate risk in its retirement plan investments.

RESOLVED: Shareholders request Alphabet publish a report disclosing how the Company is protecting plan beneficiaries — especially those with a longer investment time horizon — from increased future portfolio risk created by present-day investments in high-carbon companies.

⁽¹⁾	https://www.nytimes.com/2021/04/22/climate/climate-change-economy.html
⁽²⁾	https://www.plansponsor.com/in-depth/climate-change-benchmarking-risk-retirement-plan/
⁽³⁾	https://www.calpers.ca.gov/docs/forms-publications/mercer-asset-allocation-report.pdf, p.2
⁽⁴⁾	https://sustainability.google/operating-sustainably/
⁽⁵⁾	https://investyourvalues.org/retirement-plans/google
⁽⁶⁾	https://investyourvalues.org/retirement-plans/google
⁽⁷⁾	https://www.bloomberg.com/news/features/2022-10-20/how-to-purge-fossil-fuel-investments-from-your-401-k-or-ira#xj4y7vzkg
⁽⁸⁾	https://www.ipcc.ch/sr15/chapter/chapter-2/
⁽⁹⁾	https://www.carbonbrief.org/guest-post-what-the-tiny-remaining-1-5c-carbon-budget-means-for-climate-policy/
⁽¹⁰⁾	https://www.benefitnews.com/news/employees-want-retirement-plans-to-include-esg-investing
⁽¹¹⁾	https://www.federalregister.gov/documents/2022/12/01/2022-25783/prudence-and-loyalty-in-selecting-plan-investments-and-exercising-shareholder-rights

Alphabet 2024 Proxy Statement 81

Our Board of Directors recommends a vote AGAINST the stockholder proposal because:

•Our 401(k) Plan participants are free to invest in a wide range of investments, including through the Plan’s self-directed brokerage option that allows participants to invest outside of the Plan and tailor their strategy in a way that aligns with their financial goals, risk tolerances, and investment preferences

•Federal law requires that a named investment fiduciary of the Plan make investment determinations based on relevant risk-return factors, and by focusing too narrowly on climate risks, the proposal risks putting undue pressure on the fiduciary to make decisions that are not in the best interests of the participants

Providing a well-designed 401(k) plan is an extension of Google’s benefits philosophy to support our employees and their families’ physical, financial, and emotional wellbeing, including helping to reach their retirement goals. Our 401(k) Plan (the Plan), the investments of which are chosen and monitored by an internal committee, in consultation with an external investment advisor, offers an investment lineup with a wide range of options and investment strategies, and provides Plan participants a flexible plan design with strict fiduciary oversight. As such, our Board believes that the report requested by this proposal would not do more to protect Plan participants or provide any meaningful additional information to our stockholders, and recommends a vote AGAINST this proposal.

Plan participants are free to invest in a wide range of investments, including through the Plan’s self-directed brokerage option

Google is committed to helping our Plan participants feel supported as retirement investors. The Plan offers a wide range of options and investment strategies, including all-in-one investments, passive and active investments, and even the choice to invest outside of the Plan. For example, the Plan’s self-directed brokerage account option offers access to many investments outside of the Plan’s core investment lineup. This account includes access to a much wider range of options like individual stocks, bonds, and ETFs and allows Plan participants to tailor their strategy in a way that aligns with their financial goals, risk tolerances, and investment preferences.

Federal law requires that investment determinations be based on relevant risk-return factors

An internal investment committee is the named investment fiduciary of the Plan, in accordance with the requirements of the Employer Retirement Security Act of 1974, as amended (ERISA). This investment committee, in consultation with an external investment advisor, governs the strategic direction of the Plan investment lineup and is responsible for selecting, reviewing, and retaining or changing the investment options available under the Plan. Under ERISA, the investment committee and its advisor must discharge their duties prudently, carefully, and solely in the interest of Plan participants and their beneficiaries.

The U.S. Department of Labor’s investment duties regulation mandates that an ERISA retirement plan fiduciary select investment options, including the default investment option, based on factors the fiduciary “reasonably determines are relevant to a risk and return analysis.” This may include the economic, risk and return effects of climate change or carbon-emissions on a particular investment. However, the law provides that a fiduciary may not sacrifice the interest of Plan participants’ retirement income or other financial benefits by compromising investment returns or taking on additional investment risks to promote unrelated benefit or goals. The weight given to a risk factor should be based on the facts and a reasonable assessment of its impact on risk and return.

In discharging this fiduciary duty, the investment committee thoughtfully constructs, and closely and regularly monitors, investment options across a variety of different asset classes and investment styles, carefully weighing the potential risks, rewards, and goals. We believe this proposal, and the report it suggests, focuses too narrowly on climate risks and carbon emissions. By overlooking the legally-mandated risk and return evaluation of the Plan, the proposal risks putting undue pressure on the investment committee to make changes that are imprudent or not in the best interests of Plan participants.

Based on the foregoing, our Board does not believe that the requested report is an effective means of enhancing the protection of Plan participants or would provide any additional benefit to our stockholders.

Alphabet 2024 Proxy Statement 82

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

Alphabet 2024 Proxy Statement 83

United Church Funds, as a lead filer, ~~joined by other organizations, whose names, addresses~~ and ~~stockholdings will be provided by us upon request,~~the Missionary Oblates of Mary Immaculate - US Province, as co-filer, have advised us that they intend to submit the following proposal ~~set forth below~~ for consideration at our Annual Meeting.

~~Lobbying Disclosure~~

~~Whereas,~~Resolved,~~we believe it is important that Google’s lobbying positions, and processes to influence public policy, are transparent. Public opinion is skeptical~~ stockholders 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.

~~Resolved,~~~~the shareholders of Google~~Alphabet request the ~~Board prepare~~preparation of a report, updated annually, ~~and~~ disclosing:

1.	Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.
2.
2.	Payments by ~~Google~~Alphabet 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.
3.	Description of management’s and the ~~decision making~~Board’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 ~~Google~~Alphabet is a member.

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

The report shall be presented to the ~~Audit~~Governance Committee ~~or other relevant Board oversight committees~~ and posted on ~~Google’s~~Alphabet’s website.

Supporting Statement

~~We commend Google for present~~Full disclosure of Alphabet’s lobbying activities and expenditures is needed to assess whether its lobbying is consistent with Alphabet’s expressed goals and stockholders’ best interests. Alphabet spent $119,029,000 on ~~its website on political spending and~~federal lobbying ~~but Google still~~from 2015 – 2022. This does not include state lobbying. Alphabet lobbied in at least 39 states in 2022. Alphabet also lobbies abroad, “being accused of shady lobbying”¹and spending between €5,500,000 – 5,999,999 on lobbying in Europe for 2022.

Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity.²Alphabet lists support of 368 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$2.2 billion inon lobbying since 1998, ~~yet Google’s level of funding of~~supports SWGs that lobby like National Taxpayers Union³and Taxpayers Protection Alliance,⁴and funds controversial nonprofits like the ~~Chamber is secret. The Chamber~~Competitive Enterprise Institute (CEI),⁵Federalist Society⁶and Independent Women’s Forum, which has ~~also sued~~drawn scrutiny for “using anti-trans scaremongering” to oppose the EPA for 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.Equal Rights Amendment.⁷

~~In contrast, Google’s website publicly affirms~~Alphabet’s lack of disclosure presents reputational risks when its ~~commitment~~lobbying contradicts company public positions or hides payments to ~~“protecting~~SWGs. Alphabet has drawn attention for funding “dark money groups” to oppose antitrust regulation.⁸On company positions, Alphabet believes in addressing climate change, yet the ~~environment”,~~Business Roundtable lobbied against the Inflation Reduction Act,⁹the Chamber reportedly has been a ~~message we strongly support.~~“central actor” in dissuading climate legislation over a two-decade period,¹⁰and CEI is described as a “climate denialist think tank.”¹¹And while Alphabet does not belong to the controversial American Legislative Exchange Council,¹²it is represented by the Chamber¹³and NetChoice,¹⁴which each sit on its Private Enterprise Advisory Council.

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.Alphabet should expand its lobbying disclosure.

~~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.nytimes.com/2019/07/10/climate/nyt-climate-newsletter-cei.html.

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement 5884

⁽⁶⁾	https://www.cnbc.com/2021/01/15/federalist-society-under-fire-after-leader-spoke-at-pro-trump-rally-before-riot.html.
⁽⁷⁾	https://truthout.org/articles/dark-money-womens-groups-are-using-anti-trans-scaremongering-to-oppose-era/.
⁽⁸⁾	https://www.opensecrets.org/news/2021/06/dark-money-groups-battle-efforts-to-limit-big-tech//
⁽⁹⁾	https://www.theguardian.com/environment/2022/aug/19/top-us-business-lobby-group-climate-action-business-roundtable.
⁽¹⁰⁾	https://www.washingtonpost.com/politics/2023/08/02/climate-group-pushes-big-tech-exit-nations-largest-business-lobby/.
⁽¹¹⁾	https://prospect.org/power/2023-07-17-climate-denialist-think-tank-ftc/.
⁽¹²⁾	https://www.exposedbycmd.org/2022/07/27/abandoning-free-market-and-liberty-principles-alec-takes-on-woke-capitalism-bodily-autonomy-and-more-at-its-annual-meeting/.
⁽¹³⁾	https://ohiocapitaljournal.com/2023/09/06/coming-soon-in-ohio-alec-releases-new-raft-of-model-legislation/.
⁽¹⁴⁾	https://readsludge.com/2023/10/03/alec-gala-will-face-protest-from-pro-democracy-groups/.

Our Board of Directors recommends a vote AGAINST the stockholder proposal because:

•We already publish extensive lobbying disclosures, which address much of the information requested in the proposal

•We have robust oversight mechanisms in place, including oversight by our Board and senior management team

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

~~Google has long been a champion of disclosure~~Google’s U.S. Government Affairs 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 of Directors believes our U.S.~~ Public Policy (GAPP) Transparency ~~site~~website already contains much of the information requested inby the proposal. As such, our Board believes that the report requested by this proposal would not provide substantial additional information to our stockholders and recommends a vote AGAINST this proposal. ~~Links are provided~~

We already provide transparency and publish extensive disclosures for Google’s federal lobbying disclosure reports, as are a representative listing of politically-engaged trade associations 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.public policy activities

Our Board, which provides oversight of ~~Directors~~Google’s corporate political policies and activities, 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.

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 GAPP Transparency website includes robust and detailed disclosures, including:

•	Oversight and Compliance: 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.
•	Public Policy Engagement: The public policy issues on which we are principally engaged.
•	Disclosure Filings: 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.
•	Memberships: List of trade associations, independent organizations, and other tax-exempt groups that receive the most substantial contributions from Google’s GAPP team.

Additionally, in compliance with applicable laws, we disclose a significant amount of information in publicly available filings at the state and local level in the U.S., including employees who engaged in lobbying, expenses for lobbying activities, issues addressed, and/or external lobbying firms (depending on the specific disclosure requirements of each jurisdiction).

Alphabet 2024 Proxy Statement 85

We maintain executive and Board oversight of political engagement

Our Board and senior management team regularly oversees our corporate political activity to ensure appropriate policies and practices are in place and that it serves the interests of the company and our stockholders. The Governance Committee reviews Google’s corporate political policies and activities, including expenditures made with corporate funds, our 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 activities. The Governance Committee similarly annually reviews the lobbying activities of our GAPP team.

Our GAPP team interacts with government and elected officials to explain our products and advocate for policies that promote innovation and the growth of the web. This team, and the activities it undertakes, are overseen by the Vice President of Google’s GAPP team who works directly with Kent Walker, Google’s President for Global Affairs, who reports to Google’s CEO.

Google’s compliance team ensures compliance with all relevant political laws, including those governing lobbying activities and political contributions. This team has implemented approval processes to ensure that Google’s political contributions and lobbying activities are tracked and disclosed in compliance with all applicable laws.

Our practices are recognized as best in class

Our transparency efforts have been recognized in the 2023 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 five consecutive years.

Given the depth and breadth of our existing ~~method~~disclosures and frequency of ~~frequently updating~~our 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.~~

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.

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~~Alphabet 2024 Proxy Statement 5986

Proxy Statement
Summary &
Highlights~~Proposal Number 7~~

~~Stockholder Proposal Regarding a Political Contributions Report~~Corporate
Governance

~~Clean Yield~~

The NorthStar Asset Management, ~~on behalf of John Fedor-Cunningham,~~Inc. Funded Pension Plan has advised us that it intends to submit the following proposal ~~set forth below~~ for consideration at our Annual Meeting.

~~Resolved,~~~~that the shareholders of~~~~Alphabet Inc~~~~. (“Company”) hereby~~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 ~~Company provide~~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 ~~report, updated semiannually, disclosing~~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’s:~~company.

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) even though most shareholders voted to oppose the move.

In another example, shareholders note that directly-employed Google workers are partially compensated in Class C stock. Google’s compensation philosophy states that “Googlers should share the success of the company,” but without voting rights, these employee-shareholders cannot exercise oversight of executives and find themselves subject to repeated layoffs, outsourcing, and interference with their freedom of association. Moreover, Google hires tens of thousands of contracted workers who have even less say over their indirect employer’s actions. This lack of worker voice can only depress employee performance and innovation.

A variety of corporate governance experts illustrate a growing concern about multi-class share structures:

1.•	~~Policies and procedures~~The Council for ~~making, with corporate funds or assets, contributions and expenditures (direct or indirect)~~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) participate or intervene in any political campaign on behalf of (or in opposition to) any candidate~~a time-based sunset clause for ~~public office, or (b) influence the general public, or any segment thereof, with respect~~dual class shares to ~~an election or referendum.~~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.”
2.•	~~Monetary~~The Investor Stewardship Group recommends that “shareholders should be entitled to voting rights in proportion to their economic interest” 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; and~~“boards should have a strong, independent leadership structure.”
•
b.		~~The title(s)~~As of October 1, 2023, Institutional Shareholder Services (ISS), which rates companies on governance risk, gave our company a 10, its highest risk category, for the ~~person(s) in the Company responsible decision-making.~~Governance QualityScore.

~~The report shall be presented~~Shareholders are encouraged 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.~~vote FOR this good governance request to allow better shareholder oversight.

~~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;~~

•	~~It does not disclose contributions to state ballot measure committees or national political committees; and~~

•	~~It does not disclose how much it gave to trade associations and other tax-exempt groups for political purposes.~~

~~Indeed, the 2015~~~~CPA-Zicklin Index of Corporate Political Disclosure and Accountability~~~~rated 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, including~~Qualcomm, Intel, Microsoftand~~~~eBay~~~~that 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~~ 2024 Proxy Statement 6087

Our Board of Directors recommends a vote AGAINST the stockholder proposal because:

•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

Our Board believes that the capital structure set out in our Amended and Restated Certificate of ~~Directors believes~~Incorporation is in the ~~U.S. Public Policy Transparency site already contains much~~best interests of the ~~information requested in~~company and our stockholders and recommends a vote AGAINST this proposal. ~~The first section~~

Our long-term oriented capital structure effectively serves stockholders

Since its inception, Google has been managed with a focus on the ~~site details~~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, who continue to oversee the company’s strategy as members of our Board, and carried on today by Alphabet CEO Sundar Pichai. We have established a consistent track record for continuously 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. A multi-class structure allows our management to take calculated risks in furtherance of maximizing long-term returns, and the strategic decisions made over the years by Alphabet’s management has enabled it to become one of the most profitable companies in the world.

Our governance structure and independent Board leadership holds management accountable

We have established a robust governance structure that ensures effective independent oversight and ~~compliance for political contributions. The next section clearly outlines policies~~enables our Board to hold management accountable to the best interests of the company and ~~criteria for assessing candidates for direct contributions~~our stockholders. Our Board leadership structure is regularly evaluated and ~~contributions through NetPAC, Google’s federal political action committee. Linked documents list~~has been modified at times to uphold strong independent oversight in our ~~contributions~~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, our independent directors meet in executive sessions in connection with regularly scheduled Board and committee meetings and at other times as necessary to ~~state~~discuss and ~~local candidates since 2008,~~make informed decisions without the presence of the non-independent directors.

Further, we maintain and ~~federal contributions through NetPAC since 2006. This activity is disclosed on various public records by us~~periodically enhance our governance practices and stockholder rights, including annual elections of all director nominees and the ~~recipients~~introduction of ~~contributions,~~a majority voting standard for directors in ~~compliance~~2021. These enhancements are informed by feedback gathered from direct engagement with ~~applicable laws. Finally,~~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 ~~site also contains a representative listing~~interests of ~~politically engaged trade associations and other tax-exempt organizations that receive the most substantial support from~~ our ~~U.S. Federal Public Policy team.~~stockholders.

Our Board ~~of Directors~~ believes that ~~participating in~~our capital structure, which it evaluates annually, combined with our strong governance practices, have provided significant stability to the ~~political process in a transparent manner is an important way~~company and proven benefits to ~~enhance stockholder value and promote good corporate citizenship. Given~~ our ~~existing method of frequently updating~~ stockholders, and ~~the public about these public policy activities, our Board of Directors does not believe~~believes that implementing this proposal would ~~benefit~~not be in the best interests of the company and our stockholders. ~~Accordingly, our Board of Directors recommends that stockholders vote “AGAINST” this proposal.~~

Alphabet 2024 Proxy Statement 88

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~~Alphabet 2024 Proxy Statement 6189

Proxy Statement
Summary &
Highlights~~Proposal Number 8~~

~~Stockholder Proposal Regarding The Adoption of a Majority Vote Standard For The Election of Directors~~Corporate
Governance

The ~~Firefighters’ Pension System~~Educational Foundation of ~~the City~~America, as lead filer, and Planned Parenthood Federation of ~~Kansas City, Missouri,~~America on behalf of EGIS Trust, ~~has~~as co-filer, have advised us that ~~it intends~~they intend to submit the following proposal ~~set forth below~~ for consideration at our Annual Meeting.

Reproductive Healthcare Misinformation

~~Resolved:~~WHEREAS~~That~~: Google is a leading source of information on reproductive healthcare – Americans make about 102 million searches for queries related to abortion every year.¹

Although Google has pledged enforcement action for violations of its policies implicating reproductive healthcare content in the ~~shareholders~~wake of the revocation of constitutional abortion rights in 2022, recent studies show the company continues to facilitate abortion-related misinformation, such as by enabling or optimizing false or misleading content from or regarding crisis pregnancy centers (CPCs), which do not provide abortion services:

•	A 2023 investigation by the Tech Transparency Project (TTP) revealed that “when a TTP-created Google account identifying as a lower- or average-income woman in Phoenix searched for information on how to get an abortion, more than half the search ads (56%) served by Google came from [CPCs]”;²
•	A 2023 report by the Center for Countering Digital Hate (CCDH) identified 188 CPCs that paid for advertisements to appear in Google Search results related to more than 15,000 different queries about abortion. Almost three-fourths of these clinics “used deceptive means of advertising, advancing false claims that abortions are linked to cancer and other diseases”, and 38% had no homepage disclaimer stating that they don’t provide abortions³– a requirement of Google’s advertising policy⁴;
•	CCDH research from 2022 found that 11% of Google search results for “abortion clinic near me” and “abortion pill” in abortion-restrictive states lead to CPC websites.

These findings have drawn attention from federal and state legislators, as well as major media outlets like The Guardian, Business Insider, Fortune, The Hill, Yahoo Finance, and Bloomberg.

Inaccurate information and poor content management generally has and can harm Alphabet’s bottom line.⁵Such practices can create reputational and brand risk, and invite regulatory and legislative scrutiny that could affect the profitability of the company’s advertisement operations. These content management issues may also amplify systemic risks affecting Alphabet ~~Inc. (or~~and the ~~“Company”) hereby~~overall economy – restricting abortion has been shown to have negative spillover effects on women’s employment and educational attainment. To mitigate these risks, an evaluation of the effectiveness of existing company policies is warranted.

RESOLVED: Shareholders request that the Board of Directors initiate the appropriate process to amend the Company’s governance documents (certificate of incorporation or bylaws) to provide that director nominees shall be elected by the affirmative votepublish a report within one year of the ~~majority of votes cast at an~~ annual meeting, at reasonable expense and excluding proprietary or legally privileged information, assessing the effectiveness of ~~shareholders, with a plurality vote standard retained for contested director elections, that is, when~~Alphabet’s policies and actions to reduce the ~~number~~dissemination 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 majority of the votes cast in order to be elected. This standard is particularly well-suited for the vast majority of director elections in which only board nominated candidates are on the ballot. We believe that a majority vote standard in board elections would establish a challenging vote standard for board nominees and improve the performance of individual directors and entire boards.

Under 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 majority of the votes cast are “withheld” from the nominee.

An increasing number of companies, including Amazon.com, Microsoft, 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, the board can then consider action on developing post-election procedures to address the status 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.

~~We urge shareholders to vote~~~~FOR~~~~this proposal.~~

~~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 using 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 part of the practice, 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 to the Board of Directors. Stockholders can currently express dissatisfaction with an incumbent director’s performance by withholding their vote. Stockholders who are truly dissatisfied with incumbent directors are empowered by our bylaws to nominatefalse 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 regulationsmisleading content 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.reproductive health care.

~~ALPHABET INC.~~SUPPORTING STATEMENT: ~~| 2016~~Shareholders recommend, at board discretion, that input from reproductive rights and civil liberties organizations be solicited and reflected in the report.

⁽¹⁾	https://www.theguardian.com/technology/2023/jun/15/google-misleading-abortion-ads-pregnancy-crisis-centers
⁽²⁾	https://www.techtransparencyproject.org/articles/google-helps-fake-abortion-clinics-target-low-income-women
⁽³⁾	https://counterhate.com/wp-content/uploads/2023/06/Profiting-from-Deceit-CCDH-FINAL.pdf
⁽⁴⁾	https://support.google.com/adspolicy/answer/9274988?hl=en
⁽⁵⁾	https://www.reuters.com/technology/google-ai-chatbot-bard-offers-inaccurate-information-company-ad-2023-02-08/; https://www.nbcnews.com/business/business-news/fake-news-can-cause-irreversible-damage-companies-sink-their-stock-n995436

Alphabet 2024 Proxy Statement 6290

Our Board of Directors recommends a vote AGAINST the stockholder proposal because:

•We have clear and longstanding policies that govern abortion-related advertising on our platforms and are compliant with local laws and regulations to enable informed healthcare decisions

•We continually strive to protect our users from misleading content, including through our policies governing health content in advertisements and other products

We are committed to providing our users with trustworthy, useful, and high-quality information, including critical health information on topics such as reproductive healthcare and abortion. We already have robust and effective policies, enforcement protections, and algorithmic systems designed to connect users to relevant information across Search and Ads. As such, our Board does not believe it is in the best interests of the company and our stockholders to develop the requested report and recommends a vote AGAINST this proposal.

We have robust policies and procedures to ensure users see transparent and accurate ads related to reproductive healthcare, to enable informed healthcare decisions

We have clear and longstanding policies that govern abortion-related advertising on our platforms, compliant with local laws and regulations. In order to run Search ads that target keywords or phrases related to getting an abortion, advertisers in the U.S., United Kingdom, and Ireland must verify whether they do or do not provide abortions. Based on the information provided in the verification process, an in-ad disclosure will clearly show: “Provides abortions” or “Does not provide abortions.” If an advertiser is not certified, they are not able to run ads using keywords related to obtaining an abortion in these countries.

While these transparency requirements have been in place since 2019, we continually seek feedback to address the concerns of users, advertisers, and healthcare providers. In 2022 we updated our advertising requirements to make abortion disclosures more clearly visible, in response to user and partner feedback. We welcome continued feedback to improve the clarity of ads we serve, and any user or organization may report an ad through our public reporting channels.

We connect users to relevant and useful local healthcare providers

When people turn to Google to find local information, we aim to help them easily explore the range of places available to determine what might be most helpful to them. Our ranking systems on Search and Maps are designed to return the most relevant results from the most reliable sources. For topics where quality information is particularly important — like health — we place an even greater emphasis on factors related to expertise and trustworthiness. We work hard to surface results that are relevant and reliable, and help users find what they are looking for.

When a user in the U.S. searches for healthcare providers that provide abortions — for example, using the query “abortion clinics near me” — the Local Search results box will display facilities that have been verified to provide abortions. Users may then broaden their search to show other relevant listings (including from organizations that do not provide abortions).

We protect users from harmful and misleading health information

We continually strive to protect our users from misleading content, including through our policies governing health content in advertisements and other products. Across our products and health topics, we work diligently with authoritative health sources and partners to provide accurate health information. While we allow ads that promote different services and perspectives, we do not allow health claims that could mislead our users. All ads displayed on our platforms must abide by our advertising policies, such as those prohibiting misrepresentation and unreliable claims. We use a combination of Google AI and human evaluation to ensure that ads and other content comply with these policies, and we transparently report on the outcomes of these efforts each year in our Ads Safety Report.

Given effective policies, enforcement, and product design in place to ensure high-quality health information for our users, our Board does not believe the requested report is required or in the best interests of the company and our stockholders.

Alphabet 2024 Proxy Statement 91

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~~Alphabet 2024 Proxy Statement 6392

Proxy Statement
Summary &
Highlights~~Proposal Number 9~~

~~Stockholder Proposal Regarding an Independent Chairman of the Board Policy~~Corporate
Governance

~~The Marco Consulting Group Trust I has~~

Trillium ESG Global Equity Fund, as lead filer, and the Benedictine Sisters of Baltimore and the Benedictine Sisters of Mount 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 intends~~they intend to submit the following proposal ~~set forth below~~ for consideration at our Annual Meeting.

~~RESOLVED:~~~~That~~AI Principles and Board Oversight

In 2018 Alphabet launched its Artificial Intelligence (AI) Principles which included the ~~stockholders~~following:

1.	Be socially beneficial
2.	Avoid creating or reinforcing unfair bias
3.	Be built and tested for safety
4.	Be accountable to people
5.	Incorporate privacy design principles
6.	Uphold high standards of scientific excellence
7.	Be made available for uses that accord with these principles

https://ai.google/responsibility/principles/

However, there is evidence which suggests that the AI Principles have not been successfully implemented.

In August 2023, the New York Times reported on a project “with generative A.I. to perform at least 21 different types of ~~Alphabet Holding Company, Inc. (the “Company”), ask~~personal and professional tasks, including tools to give users life advice, ideas, planning instructions and tutoring tips.” It went on to conclude “The project was indicative of the urgency of Google’s effort to propel itself to the front of the A.I. pack and signaled its increasing willingness to trust A.I. systems with sensitive tasks. … The capabilities also marked a shift from Google’s earlier caution on generative A.I.” https://www.nytimes.com/2023/08/16/technology/google-ai-life-advice.html

In September 2023, the roll out of Bard to connect to a user’s Gmail, Google Docs and Google Drive accounts was described by one prominent commentator as “a mess” and he was surprised it was released given how “erratically it acted”. While the company made privacy assurances, those were undercut by its warning against sending Bard “any data you wouldn’t want a reviewer to see or Google to use.” https://www.nytimes.com/2023/09/20/technology/google-bard-extensions.html

Relatedly, there is also reporting that calls into question Alphabet’s ability to comply with laws designed to protect children. This raises concerns for us that Alphabet’s board may not be providing sufficient oversight regarding social impacts. https://adalytics.io/blog/are-youtube-ads-coppa-compliant, https://www.markey.senate.gov/news/press-releases/senators-markey-blackburn-demand-ftc-investigate-youtube-google-for-suspected-violations-of-childrens-privacy

As government AI interventions focused on public welfare and national security emerge around the world, regulatory risk suggests heightened board oversight is needed.

We believe that shareholders, many of whom are widely diversified and may feel the impacts of the potential negative externalities of Alphabet’s AI activities throughout their investment portfolios, would benefit from improved oversight.

Corporate governance is very important when it comes to AI and it is unclear to us how Alphabet’s board is resolving tensions and prioritization challenges that arise between its AI Principles and its financial goals. While the Audit and Compliance Committee charter covers data privacy and security & civil and human rights, we believe the critical nature of AI to the company and its shareholders calls for expressly articulated coverage.

Resolved: shareholders request the board of directors ~~to adopt a policy that, whenever possible,~~amend the ~~board chairman should be a director who has not previously served as an executive officer~~charter of the ~~Company~~Audit and ~~who is “independent”~~Compliance Committee of ~~management. For these purposes, a director shall not be considered “independent” if, during~~ the ~~last three years, he or she--~~

•	~~was affiliated with a company that was an advisor or consultant of the Company, or a significant customer or supplier of the Company;~~

•	~~was employed by or had 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; and,~~

•	~~was a spouse, parent, child, sibling or in-law of any person described above.~~

~~The policy should be implemented without violating any contractual obligation and should specify how~~Board to ~~select an independent chairman if a current chairman ceases~~add 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,~~committee’s “purpose” section appropriate language which makes it clear that the Committee is responsible for ~~protecting shareholders’ long-term interests by providing independent oversight~~overseeing Alphabet’s artificial intelligence activities and ensuring management’s comprehensive and complete implementation of ~~management, including the Chief Executive Officer, in directing the corporation’s affairs. This oversight can be diminished when the chairman in not independent.~~its AI Principles.

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~~ 2024 Proxy Statement 6493

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:~~

•	~~Coordinating and moderating executive sessions of the Board of Directors’ independent directors.~~

•	~~Advising the Executive Chairman of the~~ Our Board of Directors ~~as to~~ recommends a vote AGAINST the ~~quality, quantity,~~stockholder proposal because: •Oversight of risks and ~~timeliness of the flow of information from management that~~exposures associated with AI is ~~necessary for the independent directors to perform their duties~~already being effectively carried out at both our full Board and ~~responsibly.~~

Audit Committee levels •	~~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~~Explicitly calling out AI in the ~~fulfillment of~~Audit Committee Charter is unnecessary as it is already subsumed within the broader risk assessment areas set forth in its ~~responsibilities.~~Charter and would provide no incremental benefit to our stockholders

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

~~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 proposalrisks and exposures associated with AI is ~~not~~already appropriately covered in the ~~best interests~~current Audit Committee Charter and, more importantly, already being effectively carried out at both our Board and Audit Committee levels. As such, our Board does not believe that implementing the request of ~~Alphabet and its~~this proposal would provide additional benefit to our stockholders and recommends ~~that stockholders~~a vote ~~“AGAINST”~~AGAINST this proposal.

We have been incorporating AI into our products and services for more than two decades and our integrated internal governance and risk management protocols provide oversight of AI-related issues

Appropriate risk management and oversight starts at the operational level: how robust our systems, processes, and protocols are in identifying, managing, and mitigating risks posed to the company by our AI activities. We have been bringing AI into our products and services for more than two decades and believe it is important to consider the consequences and impacts of a new technology before releasing it.

In 2018 we were one of the first companies to publish AI Principles, which guide our bold and responsible approach to AI. Since 2019, we have provided consistent transparency into how we implement those principles in our products and services. Implementation of our AI Principles requires robust internal governance and risk management frameworks, and our senior management continues to oversee both new and emerging issues in AI. We integrate our AI review work into our enterprise risk management frameworks and tools to provide first-line reviews of AI-related issues and help assure compliance with evolving laws, regulations, and standards. At the management and operational level, our AI governance teams collaborate closely with teams such as Privacy, Trust & Safety, and Security, as well as with subject matter experts across fields like machine-learning research, product policy, user-experience, public policy, law, human rights, and the social sciences.

Our full Board is ultimately responsible for risk oversight

Our Board’s oversight function of major risks and risk exposures, including those relating to or resulting from our development and implementation of AI in our products and services, sits at the top of our risk management framework. As set forth in our Corporate Governance Guidelines, our Board is ultimately responsible for covering strategic, financial, and execution risks and exposures associated with our business strategy, production innovation, and policy and significant regulatory matters that may present material risk to our financial performance, operations, plans, prospects, or reputation. Our Board’s broad skills and expertise, including deep technical expertise in computer science, facilitates oversight of a highly complex global business.

Our full Board meetings have regularly and extensively covered AI issues. Our Audit Committee and senior management provides our Board with reports and updates regarding issues and risk exposures regarding AI development. These discussions ensure that our Board is fully involved in the oversight of our business strategies and plans as they relate to AI.

The broad risk oversight areas in the Audit Committee Charter ensure wide-ranging coverage

Our Audit Committee oversees our enterprise risk management, major risk exposures to our core business and operations, and the steps we take to prevent, detect, monitor, and manage these exposures. These broad topics reflect the global, complex, and evolving nature of our business. AI is important to our core operations and may impact any and all areas of risks relevant to our business, including financial, operational, data privacy and security, competition, legal, regulatory, compliance, child safety, civil and human rights, sustainability, and reputational risks. The broad categories in the Audit Committee’s Charter allow the Committee to be nimble and flexible as risks arise and evolve. The Audit Committee has

Alphabet 2024 Proxy Statement 94

and continues to regularly receive reports from our senior management on our development of new AI technology and integration of this technology into our products and services, our business plans and strategies as they relate to AI, and other AI-related matters.

Boldly and responsibly managing AI is critical to maintaining our users’ trust and is an important priority of the Audit Committee and our full Board. Explicitly calling out AI in the Audit Committee Charter is unnecessary as it is already subsumed within the broader risk assessment areas set forth in its Charter and would provide no incremental benefit to our stockholders. Our Board believes that the inclusion or omission of a particular issue in the Audit Committee Charter does not indicate the degree of time or attention that may be spent on the topic by the Audit Committee.

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~~Alphabet 2024 Proxy Statement 6595

Proxy Statement
Summary &
Highlights~~Proposal Number 10~~

~~Stockholder Proposal Regarding a Report on Gender Pay~~Corporate
Governance

Arjuna Capital, on behalf of Stephen Schewel, as lead filer, ~~on behalf~~along with a number of ~~clients Ann Alexander, Michael Baldwin,~~other co-filers, whose names, addresses, and ~~Margherita Baldwin, and the Sustainability Group on behalf of the William B. Perkins Trust as co-filer,~~stockholdings will be provided by us upon request, have advised us that they intend to submit the following proposal ~~set forth below~~ for consideration at our Annual Meeting.

~~Gender Pay Equity~~Report on Generative Artificial Intelligence Misinformation and Disinformation Risks

~~Whereas:~~

~~The median income for women working full time~~Whereas: Generative Artificial Intelligence (gAI) threatens to amplify misinformation and disinformation, as exemplified by reports about Bard, Gemini, and other Alphabet AI-driven products, including targeted ads, compromising human rights and democratic processes. This is of particular concern as 2024 will feature critical elections in the United States, India, Mexico, and Russia.

Eurasia Group ranked gAI the third highest political risk confronting the world, warning new technologies “will be a gift to autocrats bent on undermining democracy abroad and stifling dissent at home.”¹Some threats from gAI stem from its generation of inaccurate and invented information in text and images and its ability to accelerate their spread.²Other threats come from gAI tools that enable precise ad targeting that could propagate disinformation among voters.³

Sam Altman, leading AI executive, said he is ~~reported~~“particularly worried that these models could be used for large-scale disinformation.”⁴The Information has noted that gAI drops “the cost of generating believable misinformation by several orders of magnitude.”⁵Environmental advocates warn that AI “threatens to amplify the types of climate disinformation that have plagued the social media era.”⁶One study found Google’s Palm chat technology created misinformation “hallucinations” at a rate of 27 percent, the highest among AI systems tested.⁷Members of the team developing Bard “openly debate the AI tool’s effectiveness and utility, with some questioning whether the enormous resources going into development are worth it.”⁸Alphabet has invested an estimated $200 billion in AI over the last decade.⁹

While Alphabet publicly acknowledges the risks of AI and the need for reliable guardrails,¹⁰it continues to “supercharge”¹¹gAI product development without addressing the existential threats posed by the technology, undermining Google’s established human rights commitments.¹²Researchers at Princeton, Virginia Tech, and Stanford have found that the guardrails many companies, including Alphabet, rely on to mitigate the risks “aren’t as sturdy as A.I. developers seem to believe.”¹³Further, legal experts believe content generated by Alphabet’s own technology is unlikely to be ~~78 percent of that of their male counterparts. At the current rate, women will not reach pay parity until 2058.~~shielded by Section 230 (Communications Decency Act), which has historically provided legal protection when third-party content is posted.

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~~Shareholders are concerned that Alphabet incurs significant legal, financial, and ~~retain women workers.~~

~~Women make up just 26 percent~~reputational risks because of its rapid development and deployment of gAI products, absent parallel assessments of the ~~US tech workforce, few women hold senior management~~threats they pose to the Company 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.~~society.

Resolved:Shareholders request ~~Alphabet prepare~~the Board issue a report, ~~by October 2016, omitting proprietary information and prepared~~ at reasonable cost, onomitting proprietary or legally privileged information, to be published within one year of the Annual Meeting and updated annually thereafter, assessing the risks to the Company’s ~~policies~~operations and ~~goals~~finances, and to ~~reduce~~public welfare, presented by the ~~gender pay gap.~~Company’s role in facilitating misinformation and disinformation generated, disseminated, and/or amplified via generative Artificial Intelligence; what steps the Company plans to take to remediate those harms; and how it will measure the effectiveness of such efforts.

~~The gender pay gap is defined as the difference between male and female earnings expressed as a percentage of male earnings according to the Organization for Economic Cooperation and Development.~~

⁽¹⁾	https://www.eurasiagroup.net/issues/top-risks-2023
⁽²⁾	https://www.cureus.com/articles/176775-artificial-hallucinations-by-google-bard-think-before-you-leap#!/
⁽³⁾	https://www.brookings.edu/articles/how-ai-will-transform-the-2024-elections/
⁽⁴⁾	https://fortune.com/2023/06/08/sam-altman-openai-chatgpt-worries-15-quotes/
⁽⁵⁾	https://www.theinformation.com/articles/what-to-do-about-misinformation-in-the-upcoming-election-cycle
⁽⁶⁾	https://epic.org/wp-content/uploads/2023/09/Final-Letter-to-Sen.-Schumer-on-Climate-AI-1.pdf
⁽⁷⁾	https://www.nytimes.com/2023/11/06/technology/chatbots-hallucination-rates.html
⁽⁸⁾	https://www.bloomberg.com/news/articles/2023-10-11/google-insiders-question-usefulness-of-bard-ai-chatbot
⁽⁹⁾	https://www.reuters.com/technology/ai-lesson-microsoft-google-spend-money-make-money-2023-07-25
⁽¹⁰⁾	https://blog.google/technology/ai/our-responsible-approach-to-building-guardrails-for-generative-ai/
⁽¹¹⁾	https://blog.google/products/search/generative-ai-search/
⁽¹²⁾	https://about.google/intl/ALL_us/human-rights/
⁽¹³⁾	https://www.nytimes.com/2023/10/19/technology/guardrails-artificial-intelligence-open-source.html”

~~Supporting Statement:~~A report adequate for investors to assess Alphabet’s strategy and performance would include the percentage pay gap between male and female employees, policies to address that gap, and quantitative reduction targets.

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement 6696

Our Board of Directors recommends a vote AGAINST the stockholder proposal because:

•Our enterprise risk frameworks, product policies, and tools provide a foundation for identifying and mitigating AI-generated mis/disinformation and other potential risks

•We continually strive to improve the quality of our generative AI models and applications through both pre-launch testing and ongoing fine-tuning, and we are transparent about our ongoing work via public reporting

~~Our~~We published our AI Principles in 2018 to hold ourselves accountable for how we research and develop AI, including generative AI. Google’s enterprise risk frameworks, product policies, and tools provide a foundation for identifying and mitigating AI-generated mis/disinformation and other potential risks. Additionally, we have dedicated teams and processes to prevent election-related abuse on our platforms. As such, our Board ~~of Directors has carefully considered this proposal and, for the reasons set forth below,~~ does not believe ~~that~~ it is in the best interests of the ~~Company~~company and ~~its stockholders.~~

~~Alphabet has long supported diversity~~our stockholders to issue and ~~equality in~~update 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 updating 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~~report requested 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 committed 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~~and recommends a ~~fair and inclusive culture.~~

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

We published our AI Principles in 2018 and we continue to pursue a bold and responsible vision for AI centered around societal benefits

Many of the AI Principles address concerns raised in the proposal, such as our commitment to AI that is socially beneficial and built and tested for safety. These AI Principles also outline applications we will not pursue, such as technologies that are likely to cause overall harm, or technologies whose purpose contravenes widely accepted principles of international law and human rights.

We regularly review AI models and systems, including generative AI applications. As the technology evolves, we are expanding our evaluation and testing of new models and we provide regular updates on our work to ensure that we develop and deploy AI responsibly.

We have robust policies and procedures to protect our users and society from the risk of generative-AI-enabled mis/disinformation

We have established policy frameworks that set guardrails on the types of content our models generate. We regularly review and update the content and enforcement of these policies in response to emerging risks and new product features. We also have terms of service that prohibit improper use of our generative AI models and applications.

While we have been clear that large-language models occasionally produce incorrect or inaccurate outputs, we take multiple steps, including reinforcement learning, supervised fine-turning, and internal and external adversarial testing to promote high-quality content. We use additional guardrails such as machine-learning classifiers, to detect and block problematic outputs. We also offer a “double check response” button in Gemini that makes it easy for users to access Google Search to find authoritative content.

We continually strive to improve the quality of our generative AI models and applications, through both pre-launch testing and ongoing fine-tuning, which allows us to learn from mistaken outputs and improve model performance over time. We provide transparency into this ongoing work via public reporting, including our Digital Services Act systematic risk assessment and our EU Code of Practice on Disinformation report.

We have dedicated teams and well-established processes to limit the abuse of our services to interfere with elections

We surface authoritative information related to electoral processes, such as where and how to vote information from sources such as electoral administration bodies. We have initiatives that protect politicians and campaigns against cyberattacks. We have long taken steps to share authoritative information about elections and limit the spread of electoral dis- or mis-information by foreign state actors. And our policies prohibit demonstrably false information that could undermine participation and trust in electoral processes. These policies cover AI-generated information. We also require disclosure of electoral ads that contain synthetic content that inauthentically depicts realistic-looking people or events. More information about our efforts to support democratic processes is available at elections.google.

Alphabet 2024 Proxy Statement 97

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~~Alphabet 2024 Proxy Statement 6798

The Shareholder Association for Research & Education, on behalf of the United Church of Canada Pension Plan, and a number of co-filers, have advised us that they intend to submit the following proposal 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 artificial intelligence-driven targeted advertising policies and practices. 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, 2025.

WHEREAS: Google advertising accounted for approximately 80% of Alphabet’s revenue in 2022. Alphabet’s ad business, including Google Search, YouTube Ads and Google Network, has grown substantially lately, reaching $224 billion in 2022.¹

Algorithmic systems are deployed to deliver targeted advertisements, determining what users see. This often results in and exacerbates systemic discrimination and other human rights violations.²Google’s current ad infrastructure is driven by third-party cookies, which enable other entities to track users online by accumulating significant personal data. This further puts user privacy at risk. While Google has initiated efforts³⁴⁵to address privacy shortcomings in its advertising system, it remains unclear how these efforts are supporting the establishment of sufficient and effective human rights due diligence.

Google asserts that human rights are “integrated into processes and procedures across the company” with executive oversight.⁶However, to do their due diligence, shareholders need more information on how these considerations specifically apply to its dominant source of revenue. In 2019, Google published a summary of a third-party Human Rights Impact Assessment of a celebrity facial recognition algorithm.⁷Its targeted ad systems, which affect billions, deserve the same due diligence, particularly as Google and its peers innovate in advertising targeting methods continuously.

Concerns around fairness, accountability, non-discrimination and transparency have prompted regulators globally to develop regulations aiming at regulating the use and development of responsible AI while promoting transparency and effective human rights due diligence. The Digital Services Act⁸requires companies like Alphabet to take measures to considerate human rights into their handling of user data and algorithmic decision-making. The upcoming EU’s Artificial Intelligence Act⁹will further regulate the development and use of AI and require AI systems classified as high-risk, including activities relating to targeted advertising, to be subjected to a mandatory fundamental rights impact assessment.

With its 274 million unique U.S. visitors in 2023, Google has one of the largest footprints of any entity in the world.¹⁰This unmatched influence requires a proportional commitment to preserving and respecting human rights across all parts of its business model. Failure to do so may expose shareholders to material regulatory, legal, financial and reputational risks.

A robust and transparent Assessment is essential for the company to identify, address, and prevent adverse human rights impacts. It will aid in establishing industry-wide accountability for human rights and assure shareholders that its business model is well positioned in the face of increasing regulation.

1.⁽¹⁾	~~Purpose of the Plan~~https://abc.xyz/assets/d4/4f/a48b94d548d0b2fdc029a95e8c63/2022-alphabet-annual-report.pdf
⁽²⁾	https://edri.org/wp-content/uploads/2021/06/EDRi_Discrimination_Online.pdf
⁽³⁾	https://blog.google/technology/ads/announcing-the-launch-of-the-new-ads-transparency-center/
⁽⁴⁾	https://blog.google/technology/safety-security/online-safety-features-updates-google-io-2023/
⁽⁵⁾	https://blog.google/products/android/the-privacy-sandbox-beta-is-coming-to-android/
⁽⁶⁾	https://about.google/human-rights/
⁽⁷⁾	https://services.google.com/fh/files/blogs/bsr-google-cr-api-hria-executive-summary.pdf
⁽⁸⁾	https://commission.europa.eu/strategy-and-policy/priorities-2019-2024/europe-fit-digital-age/digital-services-act_en
⁽⁹⁾	https://www.europarl.europa.eu/news/en/headlines/society/20230601STO93804/eu-ai-act-first-regulation-on-artificial-intelligence
⁽¹⁰⁾	https://www.statista.com/topics/1001/google/#topicOverview

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)~~		~~“Alphabet” means Alphabet Inc., a Delaware corporation.~~
~~(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) retainers, (b) meeting-based fees or (c) any other cash award that the Committee determines to be consistent with the purposes of the Plan and the interests of the Company.
~~(c)~~		~~“Board of Directors” means the Board of Directors of Alphabet.~~
~~(d)~~		“Capital Stock” means Alphabet’s Class C 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 10 of the Plan.
~~(e)~~		~~“Cash Incentive Award” means an award granted pursuant to Section 8 of the Plan.~~
~~(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)~~		“Committee” means the Leadership Development 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)~~		~~“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)~~		~~“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)~~		~~“Exchange Act” means the Securities Exchange Act of 1934, as amended.~~
~~(l)~~		“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 The 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.

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement ~~A-1~~99

~~(m)~~Proxy Statement
Summary &
Highlights

~~“Incentive Award” means one or more Awards, Stock Incentive Awards~~Director and ~~Cash Incentive Awards, collectively.~~
Executive
Compensation

~~(n)~~		~~“Incentive Award Transfer Program” means any program instituted by the~~ Our Board of Directors or recommends a vote AGAINST the ~~Committee which would permit Participants the opportunity~~stockholder proposal because: •Our human rights governance and management structure provides effective oversight of key human rights risks and mitigation strategies •We have progressed solutions that are built based on privacy enhancing technologies to ~~transfer any outstanding Incentive Awards~~address concerns similar to ~~a financial institution or other Person selected by the Board of Directors or the Committee.~~
~~(o)~~		“ISO” shall mean 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)~~		~~“Option” means a stock option to purchase shares of Capital Stock granted to a Participant pursuant to Section 6 of the Plan.~~
~~(q)~~		~~“Other Stock-Based Award” means an award granted to a Participant pursuant to Section 7 of the Plan.~~
~~(r)~~		~~“Participant” means an employee or consultant of the Company or a member of the Board of Directors who is eligible to participate~~those raised 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)~~		~~“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)~~		~~“Plan” 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 terms of the Plan.~~
~~(cc)~~		~~“Subsidiary” means any “subsidiary” within the meaning of Rule 405 under the Securities Act.~~
~~(dd)~~		~~“Target Award” means target payout amount for an Incentive Award.~~

3.	~~Stock Subject to the Plan and Limitations on Cash Incentive Awards~~

~~(a)~~

~~Stock Subject to the Plan~~proposal

The maximum number of shares of Capital Stock that may be covered by Incentive Awards granted under the Plan shall not exceed 58,500,000 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

Our human rights governance and management structure work alongside policies that are ~~intended~~designed to ~~be ISOs shall~~safeguard user privacy and safety, which provides effective oversight over key risks related to human rights. We collaborate across the broader digital advertising ecosystem to address privacy, informed in part by our AI Principles, our work with leading privacy and competition authorities and our agreement to comply with the White House Commitments on Artificial Intelligence. Additionally, as we previously shared with the proponent, we have progressed solutions that are built based on privacy enhancing technologies, to address concerns similar to those raised in this proposal. For these reasons, our Board does not ~~exceed 58,500,000 shares of Capital Stock in~~believe that implementing the ~~aggregate. The shares referred to in the preceding sentences~~requests of this ~~paragraph shall be subject~~proposal would provide additional useful information to ~~adjustment as provided in Section 10~~our stockholders and ~~the following provisions of~~recommends a vote AGAINST 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.~~proposal.

~~For purposes~~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 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.” We also evaluate how we act on our human rights commitments and mitigate related risks, and make enhancements to our governance as appropriate.

Our Human Rights Program 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, Global Network Initiative Principles, and other civil and human rights instruments across Google and its products. Our civil and human rights work is integrated into processes and procedures across the company and informs our long-term strategies and day-to-day decision-making.

Our policies are carefully designed to protect user privacy and safety

Delivering a safe user experience is our top priority when making decisions about the ads people see and the content that monetizes on our ads platforms. Our Publisher Policies restrict publishers from monetizing content that incites hatred or promotes discrimination, harassment, or intimidation based on race or ethnic origin, religion, disability, age, nationality, veteran status, sexual orientation, gender, gender identity, and other characteristics associated with systemic discrimination or marginalization. In March 2024 we published our 2023 Ads Safety Report, our latest annual report on our efforts to prevent improper use of our ads platforms.

AI is fundamental to many of the ~~preceding paragraph, shares~~Google Ads products we have built over the past decade, driving growth for businesses of ~~Capital Stock covered by Incentive Awards shall only be counted as used~~all sizes, from features like Smart Bidding to products like Performance Max. For many years, the ~~extent they~~technology has supported advertisers in maximizing their return on investment. As part of our AI Principles, we have committed to not design or deploy AI technologies “whose purpose contravenes widely accepted principles of international law and human rights.” As generative AI helps marketers scale their creative ideas, these features are ~~actually issued and delivered~~being developed in line with these Principles. We also do not permit the use of generative AI tools for elections or other sensitive verticals like finance, employment, or housing. We have guardrails in place to ~~a Participant (or such Participant’s permitted transferees as described in~~help prevent our systems from engaging with inappropriate or sensitive prompts or suggesting policy-violating creatives. To help reduce the ~~Plan) pursuant to the Plan. For purposes~~likelihood of ~~clarification, in accordance with the preceding sentence if an Incentive Award is settled for cash or if shares~~errors characteristic 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 terminate for any reasonlarge language models, we

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement ~~A-2~~100

~~without~~

also give advertisers the ~~issuance~~flexibility to add additional guardrails by grounding generated responses to their own materials, such as ads or landing pages. Finally, advertisers are in control, and they have the opportunity to review all of ~~shares shall~~their generated assets before running them in a campaign, and all ads are subject to our existing Ads policies.

Being able to identify AI-generated content is critical to empowering people with knowledge of when they are interacting with generated media, and for helping prevent the spread of misinformation. We identify images created with generative AI in Google Ads, including Performance Max and the conversational experience in Google Ads. We are using SynthID to invisibly watermark these images, which include open standard metadata to indicate the image was generated by AI.

In mid-November 2023, we updated our Political content policy to require that all verified election advertisers in regions where verification is required must prominently disclose when their ads contain synthetic content that inauthentically depicts real or realistic-looking people or events. This disclosure must be clear and conspicuous, and must be placed in a location where it is likely to be noticed by users. This policy applies to image, video, and audio content.

In the U.S. and Canada, our 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. We expanded this policy in 2024 to include consumer finance. To develop these policies, we worked closely with the U.S. Department of Housing and Urban Development. We also provide housing advertisers with information about fair housing requirements to help ensure they are acting in ways that support access to housing opportunities. And we have longstanding policies prohibiting personalization based on sensitive categories like race, religion, ethnicity, sexual orientation, national origin, or disability, among other protections.

We intend to continue to iterate and apply these publisher and advertiser policies as new privacy- enhancing technologies are developed and integrated into our platforms.

We believe our Human Rights Program, Privacy Program, Publisher Policies, 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 ~~treated as issued pursuant to~~in the ~~Plan. In addition, if~~best interests of the company and our stockholders.

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 ~~Capital Stock owned~~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 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 anythingsingle class. Unless marked to the contrary, ~~herein, shares of Capital Stock attributable to Incentive Awards transferred under any Incentive Award Transfer Program shall not again~~proxies received will be ~~available for delivery under~~voted AGAINST the ~~Plan.~~stockholder proposal.

	~~(b)~~
	~~Non-Employee Director Awards~~OUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE STOCKHOLDER PROPOSAL.

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 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 Limits~~

Subject to adjustment as provided in Section 10, the maximum number of shares of Capital Stock that may be covered by Incentive Awards intended to qualify as Performance-Based Compensation that are granted to any Covered Employee 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.

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 credit will be awarded for the time vesting

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement ~~A-3~~101

has been suspended during such leave of absence. 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

Boston Common Asset Management has advised us that it intends to submit the following proposal for consideration at our Annual Meeting.

Whereas: The ~~employment~~internet was not developed with children in mind. Social media impacts children’s brains differently than adult brains. It also poses physical and psychological risks that many children and teens are unprepared for, including sextortion and grooming, hate group recruitment, human trafficking, cyberbullying and harassment, exposure to sexual or violent content, invasion of ~~a Participant~~privacy, self-harm content, and financial scams, among others.

YouTube and parent company, Alphabet, have faced numerous problems associated with ~~the Company shall be deemed to~~its content moderation and platform design principles, which 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~~proven to be particularly harmful for children and more vulnerable groups.

Child Sexual Abuse Exploitation – YouTube is often noted as a ~~Subsidiary~~primary online channel for grooming and coercion, livestreaming, and housing Child Sexual Abuse Exploitation (CSAE) material. In Tanzania, total online child sexual exploitation and abuse-related offences on YouTube increased by 50% between 2017 and 2019.¹YouTube was found to be among the primary platforms reported by children who were offered money or gifts in return for sexual images or videos in Thailand (60% of ~~the Company, unless the Committee determines otherwise. The Committee may, without limitation~~incidents occurred through YouTube), Kenya (24%²), and Uganda (12%³). Traffickers in ~~its discretion, in connection~~certain industries used YouTube to recruit and interact 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 andthose eventually trafficked.⁴

Children’s Data Privacy – Alphabet has faced legacy issues stemming from YouTube’s record $170 million fine⁵paid 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~~Federal Trade Commission response 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 mannerallegations that ~~would not cause any tax to become due under Section 409A of the Code.~~YouTube illegally harvested children’s data.

~~On or after~~Legislative Risk – There has been significant regulatory and legislative action to hold online platforms accountable for their content. The new European Union’s Digital Services Act will make identifying, reporting, and removing child sexual abuse material mandatory.⁶The United Kingdom’s Online Safety bill aims to keep internet users, particularly children, safe from fraudulent and harmful content. The United States’ proposed Kids Online Safety Act of 2023 enjoys public and bipartisan Congressional support and advocates for social media platforms to introduce accountability metrics and regular audits to prevent “child risks including suicide, eating disorders, substance abuse, sexual exploitation, and advertisements of illegal products.” ⁷

We commend Alphabet for taking steps to protect against these risks the ~~date~~past year by updating its Google Family website, introducing Legislative Framework to Protect Children and Teens Online⁸, increasing team capacity by hiring a Child Safety Manager, and beginning to consider integrating children’s safety into design principles of ~~grant~~products and services. However, these policies point heavily to parental discretion and “individual choice” and fall short of ~~an Incentive Award under~~fully protecting 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~~Company’s exposure to well-documented risks 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, 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~~harmful content getting through YouTube’s platform. Furthermore, Alphabet does not have ~~any such authority~~performance targets linked to children’s online safety for investors and stakeholders to judge the ~~extent that the grant~~effectiveness of ~~such authority would cause any tax to become due under Section 409A of the Code.~~Alphabet’s content moderation tools and assess compliance with emerging regulatory standards.

~~The~~Resolved: Shareholders request that, within one year, the Board of Directors ~~or the Committee may,~~adopts targets and publishes annually a report (prepared at ~~any time, in~~reasonable expense, excluding proprietary information) that includes quantitative metrics appropriate to assessing whether YouTube/Alphabet has improved its ~~sole~~performance globally regarding child safety impacts and ~~complete discretion, implement an Incentive Award Transfer Program.~~

~~The Company shall pay any amount payable with respect~~actual harm reduction to ~~an Incentive Award in accordance with the terms of such Incentive Award, provided that the Committee may, in~~children on 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.~~platforms.

5.⁽¹⁾	~~Eligibility~~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/2021-10/DH%20Kenya%20Report.pdf
⁽³⁾	https://www.end-violence.org/sites/default/files/2021-11/DH_Uganda_ONLINE_final%20Report.pdf
⁽⁴⁾	https://polarisproject.org/wp-content/uploads/2018/08/A-Roadmap-for-Systems-and-Industries-to-Prevent-and Disrupt-Human-Trafficking-Social-Media.pdf
⁽⁵⁾	https://archive.ph/fhUug
⁽⁶⁾	https://www.consilium.europa.eu/en/policies/prevent-child-sexual-abuse-online/#rules
⁽⁷⁾	https://www.young.senate.gov/imo/media/doc/kids_online_safety_act_one_pager.pdf
⁽⁸⁾	https://static.googleusercontent.com/media/publicpolicy.google/en//resources/youth-legislative-framework.pdf

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; and,provided~~,~~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.

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement ~~A-4~~102

Proxy Statement Summary & Highlights	~~(iii)~~Corporate Governance	~~An Option shall be exercised by such methods~~Director and ~~procedures as the Committee determines from time to time, including without limitation through net physical settlement or other method of cashless exercise.~~
Executive Compensation	Audit Matters
Proposals	~~(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 discretion Options to be sold, pledged, assigned, hypothecated, transferred, or disposed of, on 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.
		Q&A

~~(c)~~

~~Effect~~

Our Board of ~~Termination~~Directors recommends a vote AGAINST the stockholder proposal because:

•We build child-appropriate features directly into our products and provide extensive information about our child policies and enforcement efforts

•Most, if not all, of ~~Employment or Other Relationship~~the recent regulatory frameworks include robust reporting requirements — as such, we already provide child safety-related metrics that are more substantive and informative in nature than the type of report requested in this proposal

~~The agreement evidencing~~Across Google, we are committed to balancing creative expression and access to information with our responsibility to make our services valuable for all of our users, including children. We meet this goal by (1) building child-appropriate features directly into our products, (2) providing significant information about our child policies and enforcement efforts, and (3) increasing our transparency efforts to meet robust external reporting requirements worldwide, which we believe provides information more substantive and instructive in nature than the ~~grant~~type of ~~each Option shall specify~~report requested by the ~~consequences with respect~~proponent in this proposal. For these reasons, our Board does not believe that the additional report requested by this proposal would provide additional useful information to ~~such Option~~our stockholders, and recommends a vote AGAINST this proposal.

We promote content that is helpful for children

From how we build and design our products to how we develop applicable policies, we strive to ensure that children have positive and age-appropriate experiences on our platforms. Across Google and YouTube, we have put extensive resources into building robust policies and protections to combat the exploitation and endangerment of ~~the termination of the employment or other service between the Company and the Participant holding the Option.~~minors.

•	~~(d)~~YouTube Kids is a stand-alone app built from the ground up specifically to provide a safer and simpler experience for children to explore. There is a higher bar for which videos can be a part of YouTube Kids, and these videos include popular children’s content, educational content, and content from trusted partners. We rely on a combination of automated filters built by our engineering teams, human review, and feedback from parents to keep videos on YouTube Kids family-friendly and to protect our community.
•	~~Additional~~YouTube’s Terms of Services require that users must be at least 13 years old to use the platform or that a parent or legal guardian must enable it for ~~ISOs~~them. Accounts belonging to people under 13 must be set up as a parent-managed supervised account or they will be terminated. YouTube’s Community Guidelines communicate what is allowed on the platform, and we remove violative content. Our child safety policies prohibit content that endangers the emotional and physical well-being of minors, including content involving the sexualization of minors, harmful or dangerous acts involving minors, inappropriate content targeted at children, and the cyberbullying or harassment of minors. Our Community Guidelines are regularly reviewed and updated in consultation with outside experts. We remove sexually explicit content featuring minors and content that sexually exploits minors, and report this content to the National Center for Missing and Exploited Children (NCMEC), which sends those reports to law enforcement agencies around the world. These policies apply to videos, video descriptions, comments, livestream, and any other content on YouTube. Also, as a video streaming platform, YouTube does not have certain social media features such as direct messaging that might pose additional harms to children. Additionally, YouTube restricts live features, disables comments, and limits recommendations of videos that could expose minors to predatory attention.
•	Google’s SafeSearch includes a default setting that blurs explicit imagery if it appears in Search results.
•	Our public Child Safety Toolkit includes tools Google has developed to help organizations protect children and combat child sexual abuse material (CSAM) by better prioritizing abusive content for review. At the center of our toolkit are two APIs, the Content Safety API and CSAI Match, that we offer to qualifying partners free of charge. Our partners use these technologies to process billions of files, allowing them to evaluate millions of images and videos for abusive behavior each year.

~~Each Option~~To complement our efforts to empower parents and develop better services for children, we recently rolled out our YouTube Youth Principles. These principles recognize that ~~is intended~~our policies should evolve with the way children and teens show up online and are designed 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.

~~(e)~~

~~Repricing.~~

~~Notwithstanding anything~~contribute to the ~~contrary herein, Alphabet may 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~~important conversations taking place among policy makers, families, researchers, and experts around building an internet 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 The 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 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, (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; 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.young people deserve.

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement ~~A-5~~103

9.Proxy Statement Summary & Highlights	~~Performance-Based Compensation~~
Corporate Governance

~~(a)~~Audit Matters

~~Calculation~~Proposals

~~The amount payable~~We provide significant information about our policies and enforcement efforts

We publicly disclose a number of policies and procedures designed to allow people to access authoritative information while removing and reducing problematic content. We develop and update our policies in partnership 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)~~a range of ~~the Code.~~external industry and policy experts.

•	~~(b)~~Our Terms of Service prohibit using any of our platforms or services to store or share illegal content, including CSAM. Across Google, our teams work around-the-clock to identify, remove, and report this content, using a combination of industry-leading automated detection tools and specially-trained reviewers. We partner with non-governmental organizations and industry on programs to share technical expertise and we develop and share tools to help organizations fight CSAM. We also receive reports from third parties and our users, which complement our ongoing efforts.
•	~~Discretionary Reduction~~In 2021, we launched a transparency report designed specifically to document our efforts to combat online child sexual abuse material. The report details how many reports we make to the NCMEC each quarter, as well as providing data around our efforts on YouTube, how we detect and remove CSAM results from Search, and how many accounts we disable for CSAM violations across our services. The transparency report also includes information on the number of hashes of CSAM we share with NCMEC. These hashes help other platforms identify CSAM at scale. Contributing to the NCMEC hash database is one of the important ways we, and others in the industry, can help in the effort to combat CSAM because it helps reduce the recirculation of this material and the associated re-victimization of children who have been abused.
•	Our YouTube Community Guidelines transparency report, which we regularly update, provides data on how we enforce our policies as well as information about our efforts to detect violative content through automated flagging systems. With respect to child safety, the transparency report clearly tracks how many channels, videos, and comments are removed for child safety-related reasons each quarter. We disclose a metric called the Violative View Rate (VVR) as part of the YouTube Community Guidelines transparency report. The VVR is an estimate of the proportion of video views that violate our Community Guidelines in a given quarter (excluding spam). It measures our progress with respect to removing violative videos by estimating the percentage of views violative videos receive each quarter. YouTube consistently makes improvements to its methodology to more accurately calculate VVR. Finally, we regularly provide additional information, including quantitative data, on specific policies, product features, and initiatives on our YouTube blog. The blog enables us to supplement all of these regular transparency initiatives with deep dives on subjects such as Educational, Documentary, Scientific, or Artistic exceptions and timely information about critical responsibility initiatives like elections.

~~Unless otherwise specified~~Our transparency efforts continue to advance to meet regulatory frameworks that include robust external reporting requirements

As the proponent notes, we face a number of rigorous online safety regulations worldwide, and we continuously monitor the potential effects of these regulatory frameworks. Across the company, there is intensive work underway through a comprehensive compliance program aimed at maximizing compliance and reducing the likelihood of adverse regulatory findings. We have developed an extensive, scalable regulatory compliance operation, supported by a team of internal and external experts in law, risk, and compliance who are focused on assessing regulatory readiness and providing guidance to product teams as necessary to execute on our compliance plans in a timely fashion.

It is important to note that most — if not all — of the ~~agreement evidencing~~recent regulatory frameworks include robust reporting requirements. Notably, the ~~grant~~Digital Services Act (DSA) requires us to make public a prescribed set of data on a regular basis. Among other things, the DSA requires reporting and risk assessments related specifically to children using covered platforms. In addition, the EU interim regulation to combat online child sexual abuse requires an ~~Incentive Award~~annual transparency report. We also expect to file regular assessments under the UK Online Safety Act. And in 2023 we provided information for inclusion in Australia’s eSafety Commissioner’s report on online child safety. Given the extensive nature of these reporting requirements, we believe that ~~is intended~~the information called for under these frameworks will be more substantive and informative in nature than the type of report the proponent has requested.

In addition 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 establishedproviding child safety-related metrics in accordance with global regulatory frameworks, Google and YouTube are committed to sharing data that sheds light on how the ~~relevant Performance Schedule. For purposes~~policies and actions of ~~clarity, the Committee may exercise the discretion provided by the foregoing sentence~~governments affect privacy, security, and access to information online and have voluntarily issued detailed, timely disclosures regarding compliance and product changes 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~~relation 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.regulations.

~~A Performance Measure (i) may relate~~Given all of this, our Board does not believe that the additional report requested by this proposal is necessary or would provide additional useful information 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.our stockholders.

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement ~~A-6~~104

~~(f)~~Corporate
Governance

~~Committee Discretion~~Director and
Executive
Compensation

~~Nothing in this Section 9 is intended~~

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 ~~limit the Committee’s discretion to adopt conditions with respect to any Incentive Award that is not intended to qualify~~vote thereon, voting together as ~~Performance-Based Compensation. In addition, the Committee may, subject~~a single class. Unless marked to the ~~terms of~~contrary, proxies received will be voted AGAINST the ~~Plan, amend previously granted Incentive Awards in a way that disqualifies them as Performance-Based Compensation.~~stockholder proposal.

~~10.~~

~~Adjustment Upon Certain Changes~~

~~Subject to any action by the stockholders of~~

	~~(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:

	~~(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; orOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE STOCKHOLDER PROPOSAL.

	~~(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.

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement ~~A-7~~ 105

~~(e)~~Corporate
Governance

~~Other Changes~~Director and
Executive
Compensation

~~(f)~~

~~Cash Incentive Awards~~

In the event of any transaction or event described in this Section 10, 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.

~~(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 10 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code.~~

~~11.~~

~~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 10 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 11 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.

~~12.~~	~~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.Why am I receiving these materials?

	~~(b)~~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 2024 Annual Meeting of Stockholders (Annual Meeting), which will take place on Friday, June 7, 2024 at 9:00 a.m., Pacific Time, via our virtual meeting site at www.virtualshareholdermeeting.com/GOOGL24. 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 9, 2024, 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.
	~~No person shall have any claim~~
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, 2023; and

	•	the proxy card or ~~right~~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.

5.	I share an ~~Incentive Award hereunder. The Committee’s granting~~address with another stockholder and we received only one paper copy of the proxy materials. How may I obtain an ~~Incentive Award~~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 ~~Participant~~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 ~~time shall neither require~~of these documents. To receive a separate copy of the ~~Committee to grant an Incentive Award to such Participant or any other Participant or other person at any time nor preclude~~Notice and, if applicable, the ~~Committee from making subsequent grants to such Participant or any other Participant or other person.~~proxy materials, stockholders may contact us as follows:


		Alphabet Inc. Attn: Investor Relations 1600 Amphitheatre Parkway Mountain View, California 94043

		Email: investor-relations@abc.xyz

		Number: (650) 253-3393

~~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

~~ALPHABET INC.~~ ~~| 2016~~Alphabet 2024 Proxy Statement ~~A-8~~106

	~~laws, regulations of governmental authority and the requirements of any securities exchange~~Stockholders who hold shares in street name (as described on ~~which shares of Capital Stock are traded. The Committee~~page 108) may ~~require, as a condition~~contact their brokerage firm, bank, broker-dealer, or other similar organization 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.request information about householding.

	~~(b)~~		~~The exercise~~If you are eligible for householding, but you and other stockholders 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~~record 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 ofwhom you share 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 effectivenessaddress currently receive multiple copies of the ~~exercise of an Option~~proxy materials, or ~~the issuance of shares of Capital Stock pursuant~~if you hold stock in more than one account, and in either case you wish to ~~any Incentive Award. During the period that the effectiveness~~receive only a single copy of the ~~exercise~~proxy materials for your household, please contact us using one 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.~~aforementioned methods.

~~14.~~6.	~~Withholding Taxes~~How can I access the proxy materials online?

	~~(a)~~The Notice, proxy card, or voting instruction form will contain instructions on how to:
	~~Cash Remittance~~
	•	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/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.

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 63 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” Proposal Number 2; and “AGAINST” Proposals Number 3 through Number 14.

9.	What shares can I vote?

	Holders of Alphabet Class A common stock and Class B common stock issued and outstanding as of the close of business on April 9, 2024, the Record Date for the Annual Meeting, are entitled to vote 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 6,744,437,118 shares of Class A common stock and Class B common stock issued and outstanding, consisting of 5,877,442,707 shares of Class A common stock and 866,994,411 shares of Class B common stock. On the Record Date, we had 5,627,982,756 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. 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.

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 not greater than the minimum withholding obligations, as determined by Alphabet in its sole discretion. Such election shall satisfy the Participant’s obligations under Section 14(a) hereof, if any.

~~(c)~~

~~Stock Withholding~~

When shares of Capital Stock are to be issued 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 not greater than the minimum withholding obligations, as determined by Alphabet in its sole discretion.

~~15.~~

~~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 15 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.

~~ALPHABET INC.~~ ~~| 2016~~ 2024 Proxy Statement ~~A-9~~107

~~16.~~Proxy Statement
Summary &
Highlights

~~No Obligation~~Corporate
Governance

•

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 ~~Exercise~~you by that organization. As the beneficial owner, you may vote online, by telephone, or by mail, as described in the Notice and in 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 in 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 26, 2024. 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 9, 2024. You will be able to participate in, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/GOOGL24. To be admitted to and to vote at the Annual Meeting at www.virtualshareholdermeeting.com/GOOGL24, 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.

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 at www.virtualshareholdermeeting.com/GOOGL24.

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 ~~grant to~~quorum requirement for holding the Annual Meeting and transacting business is that holders of a ~~Participant~~majority of ~~an Incentive Award shall impose no obligation upon such Participant to exercise such Incentive Award.~~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 in Question 18) are counted for the purpose of determining the presence of a quorum.

17.	~~Transfers Upon Death~~How are votes counted?

~~Upon~~For each proposal submitted for a vote you may vote “FOR,” “AGAINST,” or “ABSTAIN.” If you elect to “ABSTAIN,” the ~~death of~~abstention has the same effect as a ~~Participant, outstanding Incentive Awards granted to such Participant may be exercised by~~vote “AGAINST.”

Broker non-votes (described in Question 18) will not affect the Participant’s designated beneficiary, provided that such beneficiary has been designated prior to the Participant’s death. Each such 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 absenceoutcome of any ~~such effective designation, such Incentive Awards may be exercised only by~~item of business being voted on at 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 withAnnual Meeting, assuming that 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 board of directors of Google Inc. on April 11, 2012, approved by the stockholders of Google Inc. on June 21, 2012, assumed by Alphabet on October 2, 2015, amended and restated by the Board of Directors as of October 2, 2015, and amended by the Board of Directors as of March 30, 2016, 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.quorum is obtained.

~~ALPHABET INC.~~ ~~| 2016~~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.

Alphabet 2024 Proxy Statement ~~A-10~~108

~~APPENDIX B~~
~~CERTIFICATE OF AMENDMENT~~
~~TO THE~~
~~FOURTH AMENDED AND RESTATED CERTIFICATE~~
~~OF INCORPORATION OF GOOGLE INC.~~

18.

~~Pursuant~~What is the voting requirement to ~~Section 242~~approve each of the proposals?
~~General Corporation Law of the State of Delaware (“DGCL”)~~

~~GOOGLE INC., a corporation duly organized and validly existing under~~The approval of Proposals Number 1 through 14 in each case requires the ~~laws~~affirmative “FOR” vote of the ~~State~~holders of ~~Delaware (the “Company”), does hereby certify as follows:~~

~~FIRST:~~~~The Fourth Amended and Restated Certificate of Incorporation~~a majority of the ~~Company is hereby amended~~voting power of Alphabet’s shares of Class A common stock and Class B common stock represented by ~~deleting in its entirety Article XI, Section 3~~proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class (meaning that of the ~~Fourth Amended~~shares represented at the Annual Meeting and ~~Restated Certificate~~entitled to vote, a majority of ~~Incorporation of~~them must be voted “FOR” 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:~~proposal for it to be approved).

~~“ARTICLE XI~~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, 2024. 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.

~~Section 1. Unless otherwise required by law, special meetings~~Please note that since brokers may not vote your shares on “non-routine” matters, including the election of directors (Proposal Number 1), and each 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,stockholder proposals (Proposals Number 3 through Number 14), in the absence of ~~a Chief Executive Officer,~~your specific instructions, we encourage you to provide instructions to your broker regarding the ~~President)~~voting 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.~~your shares.

19.	~~GOOGLE INC.~~

	~~By:~~
	~~Name:~~	~~Kent Walker~~
	~~Title:~~	~~Assistant Secretary~~Is cumulative voting permitted for the election of directors?

~~ALPHABET INC.~~ ~~| 2016~~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?

Other than the 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, 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 2024 Annual Meeting section of our Investor Relations website at https://abc.xyz/investor/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.

Alphabet 2024 Proxy Statement ~~B-1~~109

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 expand convenient access to, and to make participation accessible for, stockholders from any geographic location with Internet connectivity. We believe the virtual format encourages attendance and participation by a broader group of stockholders, while also reducing the costs and environmental impact associated with meetings held in-person. 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, at www.virtualshareholdermeeting.com/GOOGL24. All others may view a live webcast of the Annual Meeting through our Investor Relations YouTube channel at www.youtube.com/c/AlphabetIR on June 7, 2024, at 9:00 a.m., Pacific Time. A replay of the Annual Meeting will be available on our Investor Relations YouTube channel for approximately two weeks after the meeting.

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 8:59 p.m., Pacific Time, on Thursday, June 6, 2024. 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.

Following the adjournment of the Annual Meeting, we will set aside time to respond to questions. 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/GOOGL24. If we receive questions from multiple stockholders on the same topic or that are otherwise related, we may group and summarize the questions and provide a single response to avoid repetition.

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 7, 2024. 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.	Who will serve as inspector of elections?

Our independent inspector of elections, Broadridge Financial Services, Inc. or its delegate will tabulate votes cast by proxy or electronically during the meeting.

25.	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 at www.computershare.com/investor.

26.	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 2025 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 2025 Annual Meeting of Stockholders, the Corporate Secretary must receive the written proposal at our principal executive offices or at the email address set forth on page 111 of this proxy statement no later than Friday, December 27, 2024. If we hold our 2025 Annual Meeting of Stockholders more than 30 days before or after June 7, 2025 (the one-year anniversary date of the 2024 Annual Meeting of Stockholders), we will disclose

Alphabet 2024 Proxy Statement 110