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 2020 Annual Meeting of Stockholders, our Corporate Secretary must receive the written notice at our principal executive offices and/or at the email address set forth above:

If we hold our 2020 Annual Meeting of Stockholders more than 30 days before or after June 19, 2020 (the one-year anniversary date of the 2019 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:

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 mailing and/or email address set forth above. For additional information regarding stockholder recommendations for director candidates, see “Directors, Executive Officers, and Corporate Governance—Corporate Governance and Board Matters—Consideration of Director Nominees—Stockholder Recommendations and Nominees” on page 30 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/. 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.

The names of our directors and executive officers and their ages, positions, and biographies as of April ~~25, 2019~~23, 2021 are set forth below. Our executive officers are appointed by and serve at the discretion of ~~our~~the Board of Directors. There are no family relationships among any of our directors or executive officers.

~~Director Since~~

LARRY PAGE
Director since: 1998 Co-Founder	Larry Page is one of Google’s Co-Founders and has served as a member of our Board of Directors since its inception in September 1998. Larry previously served as Google’s Chief Executive Officer from April 2011 to October 2015, and as Alphabet’s Chief Executive Officer from October 2015 to December 2019. From July 2001 to April 2011, Larry served as Google’s President, Products. In addition, from September 1998 to July 2001, Larry served as Google’s Chief Executive Officer, and from September 1998 to July 2002, as Google’s Chief Financial Officer. Larry holds a Bachelor of Science degree in engineering, with a concentration in computer engineering, from the University of Michigan and a Master of Science degree in computer science from Stanford University.

SERGEY BRIN
Director since: 1998 Co-Founder	Sergey Brin is one of Google’s Co-Founders and has served as a member of our Board of Directors since its inception in September 1998. Sergey previously served as Google’s President from May 2011 to October 2015, and as Alphabet’s President from October 2015 to December 2019. From July 2001 to April 2011, Sergey served as Google’s President, Technology and Co-Founder. In addition, from September 1998 to July 2001, Sergey served as Google’s President and Chairman of Google’s Board of Directors. Sergey holds a Bachelor of Science degree with high honors in mathematics and computer science from the University of Maryland at College Park and a Master of Science degree in computer science from Stanford University.

~~Larry Page~~, 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.

~~John L. Hennessy~~has served as a member of our Board of Directors since April 2004 and as Chairman of the Board of Directors since January 2018. John previously served as our Lead Independent Director from April 2007 to January 2018. John served as the President of Stanford University from September 2000 to August 2016. John was previously a director and a member of the nominating and governance committee and acquisition committee of Cisco Systems, Inc., a networking equipment company, from January 2002 to December 2018. He also serves as a trustee of the Gordon and Betty Moore Foundation and as a director of the Chan Zuckerberg Biohub. 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.

~~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 as chair of its nominating and governance committee, and Bloom Energy Corporation, a clean energy company, since May 2002, and serves as its lead independent director and a member of the compensation and organization development committee. John was previously a director of Zynga, Inc., a provider of social game services, from April 2013 to May 2017. 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.

SUNDAR PICHAI
Director since: 2017 Chief Executive Officer, Alphabet and Google	Sundar Pichai, Chief Executive Officer of Alphabet since December 2019 and Google since October 2015, has served as a member of our Board of Directors since July 2017. Sundar previously served as Google’s Senior Vice President of Products from October 2014 to October 2015, and as Google’s Senior Vice President of Android, Chrome and Apps from March 2013 to October 2014. Since joining Google in April 2004, Sundar has held various positions, including Google’s Senior Vice President, Chrome and Apps; Senior Vice President, Chrome; and Vice President, Product Management. Prior to joining Google, Sundar worked in engineering and product management at Applied Materials, Inc., a semiconductor company, and in management consulting at McKinsey & Company, a management consulting firm. Sundar holds a Bachelor of Engineering degree with honors in metallurgical engineering from the Indian Institute of Technology Kharagpur, a Master of Science degree in materials science and engineering from Stanford University, and a Master of Business Administration degree from The Wharton School of the University of Pennsylvania.

JOHN L. HENNESSY
Director since: 2004	John L. Hennessy has served as a member of our Board of Directors since April 2004 and as Chair of the Board of Directors since January 2018. John previously served as our Lead Independent Director from April 2007 to January 2018. John is the James F. and Mary Lynn Gibbons Professor of Computer Science and Electrical Engineering in the Stanford School of Engineering, and the Shriram Family Director of Stanford’s Knight-Hennessy Scholars, a graduate-level scholarship program. John served as the President of Stanford University from September 2000 to August 2016. From 1994 to August 2000, John held various positions at Stanford, including Dean of the Stanford University School of Engineering and Chair of the Stanford University Department of Computer Science. John was previously a director and a member of the nominating and governance committee and acquisition committee of Cisco Systems, Inc., a networking equipment company, from January 2002 to December 2018. He also serves as a trustee of the Gordon and Betty Moore Foundation and as a director of the Chan Zuckerberg Biohub. John holds a Bachelor of Science degree in electrical engineering from Villanova University and a Master of Science degree and a Doctoral degree in computer science from the State University of New York, Stony Brook.

FRANCES H. ARNOLD
Director since: 2019	Frances H. Arnold has served as a member of our Board of Directors since December 2019. Frances manages a research group, is the Linus Pauling Professor of Chemical Engineering, Bioengineering and Biochemistry, and is a Director of the Donna and Benjamin M. Rosen Bioengineering Center, all at the California Institute of Technology. She joined the California Institute of Technology in 1986 and has served as a Visiting Associate, Assistant Professor, Professor, and Director. Frances’s laboratory focuses on protein engineering by directed evolution, with applications in alternative energy, chemicals, and medicine. She has been appointed co-chair of the President’s Council of Advisors on Science & Technology by President Biden. 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 is an elected member of all three U.S. National Academies of Science, Medicine, and Engineering, as well as the American Academy of Arts and Sciences. Frances has been a member of the board of directors of Illumina, Inc., a provider of integrated systems for the analysis of genetic variation and biological function, since 2016, and serves as chair of its science and technology committee and as a member of the nominating and corporate governance committee. 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.

~~Roger W. Ferguson, Jr~~. has served as a member of our Board of Directors since June 2016. Roger has served as the President and Chief Executive Officer of TIAA, a major financial services company, since April 2008. 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 has been a member of the board of directors of General Mills, Inc., a manufacturer and marketer of branded consumer foods, since December 2015, and serves as chair of its finance committee and as a member of its corporate governance committee; and a member of the board of directors of International Flavors & Fragrances, Inc., a creator of flavors and fragrances, since April 2010, and serves as chair of its compensation committee. Roger is also a member of the Smithsonian Institution’s Board of Regents and serves on the New York State Insurance Advisory Board. He is a fellow of the American Academy of Arts & Sciences and co-chairs its Commission on the Future of Undergraduate Education. He is currently Chairman of the Conference Board and serves on the boards of the American Council of Life Insurers, the Institute for Advanced Study, and the Memorial Sloan Kettering Cancer Center. He is a fellow of the American Philosophical Society and a member of the Economic Club of New York, the Council on Foreign Relations, and the Group of Thirty. Roger holds a Bachelor of Arts degree in economics, a Doctoral degree in economics, and a Juris Doctor degree, all from Harvard University.

~~Diane B. Greene~~has served as a member of our Board of Directors since January 2012 and served as a Senior Vice President, Google, Chief Executive Officer for Google Cloud, from December 2015 to January 2019. 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 was previously a director of Intuit Inc., a provider of business and financial management solutions, from August 2006 to January 2018. 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 has been a member of the Supervisory Board of SAP SE, an enterprise application software company, since March 2018. Diane is also a lifetime member of The MIT Corporation, the governing body of the Massachusetts Institute of Technology. She is also a member of the National Academy of Engineering. 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 and an honorary doctorate from the University of Vermont.

~~Ann Mather~~has served as a member of our Board of Directors since November 2005. Ann has more than 20 years of experience serving as a finance executive in a number of technology companies, particularly public companies, overseeing and assessing company performance. 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. Ann has also been an independent trustee to the Dodge & Cox Funds board of trustees since May 2011. 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, is an honorary fellow of Sidney Sussex College, Cambridge, 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.

~~Sundar Pichai~~, Chief Executive Officer of Google since October 2015, has served as a member of our Board of Directors since July 2017. Sundar previously served as Google’s Senior Vice President of Products from October 2014 to October 2015, and as Google’s Senior Vice President of Android, Chrome and Apps from March 2013 to October 2014. Since joining Google in April 2004, Sundar has held various positions, including Google’s Senior Vice President, Chrome and Apps; Senior Vice President, Chrome; and Vice President, Product Management. Prior to joining Google, Sundar worked in engineering and product management at Applied Materials, Inc., a semiconductor company, and in management consulting at McKinsey & Company, a management consulting firm. Sundar holds a Master of Science degree in materials science and engineering from Stanford University, a Master of Business Administration degree from The Wharton School of the University of Pennsylvania, and a Bachelor of Engineering degree with honors in metallurgical engineering from the Indian Institute of Technology Kharagpur.

~~Eric E. Schmidt~~, Technical Advisor of Alphabet, has served as a member of our Board of Directors since March 2001, and as Executive Chairman of our Board of Directors from April 2011 to January 2018. 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 is a visiting innovation fellow at the Massachusetts Institute of Technology. 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.

~~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 ecommerce 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 a Vice Chair of the Stanford University Board of Trustees, as well as a member of the Council on Foreign Relations. Ram holds a Bachelor of Science degree in mathematics from the University of Madras, India.

~~Robin L. Washington~~ has served as a member of our Board of Directors since April 2019. Robin has been the Executive Vice President and Chief Financial Officer of Gilead Sciences, Inc., a biopharmaceutical company, since February 2014. She joined Gilead as Senior Vice President and Chief Financial Officer in May 2008. 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. Robin currently serves as a director of Honeywell International, Inc., a diversified technology and manufacturing company, since April 2013, and salesforce.com, inc., a provider of customer relationship management technology, since September 2013 where she currently chairs the audit committee. Robin also serves on the Board

of Visitors, Graziadio School of Business and Management, Pepperdine University; the Presidents Council & Ross Business School Advisory Board, University of Michigan; and the UCSF Benioff Children’s Hospital Oakland Board of Directors. Robin holds a Master of Business Administration degree from Pepperdine University, a Bachelor of Arts degree in Business Administration from the University of Michigan, and is a certified public accountant.

~~Senior Vice President, Corporate Development, and Chief Legal Officer, Alphabet~~

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

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

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 Corporate Governance Guidelines are available on the Investor Relations section of our website at https://abc.xyz/investor/. We will post amendments to the Alphabet Code of Conduct or any waivers of the Alphabet Code of Conduct for directors and executive officers on the same website.

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

During ~~2018,~~2020, the Board of Directors held ~~six~~four meetings and acted by unanimous written/electronic consent ~~once.~~three times. Each director attended at least 75% of all Board of Directors and applicable committee meetings. We encourage our directors to attend our annual meetings of stockholders. ~~Four~~Ten directors attended Alphabet’s ~~2018~~2020 Annual Meeting of Stockholders.

In ~~October 2015, Larry became the Chief Executive Officer of Alphabet and Eric became the Executive Chairman of the Board of Directors of Alphabet. In~~ January 2018, ~~following Eric’s decision to step down from his role as the Executive Chairman,~~ John L. Hennessy, the then Lead Independent Director, was appointed to serve as Alphabet’s ~~Chairman~~Chair of the Board. In December 2019, Sundar became the Chief Executive Officer of Alphabet.

The Board of Directors believes that this leadership 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 Board of Directors believes that this structure clarifies the individual roles and responsibilities of Chief Executive Officer and ~~Chairman,~~Chair, streamlines decision-making, and enhances accountability. John, a long-standing member of the Board, has in-depth knowledge of the issues, challenges, and opportunities facing us. As such, the Board of Directors believes that he is best positioned to develop agendas that ensure that the Board of Directors’ 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 messages and strategy.

Each of the ~~directors~~director nominees standing for election, other than Larry, Sergey, ~~Eric,~~and Sundar, ~~and Diane~~ is independent (see “Director Independence” on page 3027 of this proxy statement), and the Board of Directors believes that the independent directors provide effective oversight

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

From time to time, the Board of Directors may also establish ad hoc committees to address particular matters.

Each of the standing committees operates under a written charter adopted by the Board of Directors. All of the current standing committee charters are available on the Investor Relations section of our website at https://abc.xyz/investor/other/board/. Printed copies of the charters are available at no charge to any stockholder who requests them by following the instructions ~~on page 26 of this proxy statement.~~above.

The membership and meetings during ~~2018~~2020 and the primary functions of each of the standing committees are described below.

~~The main function of our Audit Committee is to oversee our accounting and financial reporting processes. The Audit Committee’s responsibilities include:~~

~~During 2018, the Audit Committee held six meetings and acted by unanimous written/electronic consent three times.~~

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

The Board of Directors has determined that, based on her professional qualifications and experience described above, Ann 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.

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

~~Back to Contents~~

•

•	Reviewing and recommending to our Board of Directors for approval compensation programs and stock ownership requirements, as well as salaries, fees, bonuses, and equity awards for the non-employee members of our Board of Directors in conjunction with the Nominating and Corporate Governance Committee.
•	Reviewing plans for the development, retention, and succession of our senior management.
•	Reviewing executive education and development programs.
•	Monitoring total equity usage for compensation and establishing appropriate equity dilution levels.
•	Reviewing and discussing with management the annual Compensation Discussion and Analysis (CD&A) disclosure and the related narrative and tabular presentations regarding named executive officer compensation and, based on this review and these 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.
•	Overseeing risks and exposures associated with leadership assessment, management succession planning, and the operation and structure of compensation programs and arrangements, including incentive plans. • Investigating any matters brought to its attention, with full access to all books, records, facilities, and employees. During 2020, the Leadership Development and Compensation Committee held four meetings and acted by unanimous written/electronic consent eleven times. Our Leadership Development and Compensation Committee currently comprises Robin (Chair), L. John Doerr, and Ram, each of whom is a non-employee member of our Board of Directors. Our Board of Directors has determined that each of the directors serving on our Leadership Development and Compensation Committee is independent as defined in the Listing Rules of NASDAQ.

~~During 2018, the Leadership Development and Compensation Committee held six meetings and acted by unanimous written/ electronic consent three times.~~

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

~~Nominating and Corporate Governance Committee~~

Our Nominating and Corporate 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, 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:

ALPHABET • 2021 PROXY STATEMENT

Back to Contents

Corporate
Governance

Director and
Executive
Compensation

Audit
Matters

Management
and Stockholder
Proposals

Questions and
Answers

•Nominating and Corporate Governance Committee



Our Nominating and Corporate 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: • Evaluating the composition, size, tenure, organization, and governance of ~~our~~the Board of Directors and its committees, determining future requirements, and making recommendations ~~regarding future planning,~~to the Board of Directors about the appointment of directors to our committees, and the selection of chairs of these committees.
•	Reviewing the chair of each committee at least every three years and making recommendations to the Board of Directors. • Periodically reviewing and recommending to our Board of Directors for approval 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 to continuing and prospective directors.
•	Reviewing and recommending to ~~our~~the 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.
•	Evaluating and recommending candidates for election to our Board of Directors consistent with criteria approved by the Board of Directors and as provided by the Corporate Governance Guidelines, including nominees recommended by stockholders and nominees to fill interim vacancies.
•	Reviewing, and determining whether to recommend that the Board of Directors accept, the resignation of any director who has tendered his or her resignation in accordance with the Corporate Governance Guidelines. • Overseeing our Board of Directors’ performance and annual self-evaluation process and developing continuing education programs for our directors.
•	Evaluating whether a director who notifies our Board of Directors of a change in job responsibilities continues to satisfy the Board’s membership criteria and independence requirements and recommending action to be taken, if any, with respect to the director.
•	Evaluating and recommending to the Board of Directors termination of service of individual members of the Board of Directors as appropriate, in accordance with governance principles, for cause or for other proper reasons.
•	Overseeing risks and exposures associated with director and management succession planning, corporate governance, and overall Board effectiveness. During 2020, the Nominating and Corporate Governance Committee held five meetings and acted by unanimous written consent once. Our Nominating and Corporate Governance Committee currently comprises John L. Hennessy (Chair) and Frances, each of whom is a non-employee member of our Board of Directors. Our Board of Directors has determined that each of the directors serving on our Nominating and Corporate Governance Committee is independent as defined in the Listing Rules of NASDAQ.

~~During 2018, the Nominating and Corporate Governance Committee held four meetings.~~

Executive Committee



The Executive Committee serves as an administrative committee of the Board of Directors to act upon and facilitate the consideration by senior management and the Board of Directors of certain high-level business and strategic matters. During 2020, the Executive Committee did not hold any meetings. Our Executive Committee currently comprises Larry (Chair), Sergey, and Sundar.

Our Nominating and Corporate Governance Committee currently comprises John L. Hennessy (Chair), who is a non-employee member of our Board of Directors. Our Board of Directors has determined that the director serving on our Nominating and Corporate Governance Committee is independent as defined in the Listing Rules of NASDAQ.

~~Executive Committee~~

The Executive Committee serves as an administrative committee of the Board of Directors to act upon and facilitate the consideration by senior management and the Board of Directors of certain high-level business and strategic matters. During 2018, the Executive Committee did not hold any meetings. Our Executive Committee currently comprises Larry (Chair), Sergey, and Sundar.

~~ALPHABET INC.~~ ~~| 2019 Proxy Statement~~29

ALPHABET • 2021 PROXY STATEMENT

Back to Contents

Corporate
Governance

Director and
Executive
Compensation

Audit
Matters

Management
and Stockholder
Proposals

Questions and
Answers

Director Independence

Our Board of Directors has adopted independence standards that mirror the criteria specified by applicable laws and regulations of the SEC and the Listing Rules of NASDAQ. Our Board of Directors has determined that each of the director nominees standing for election, except Larry, Sergey, and Sundar, is an independent director 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 ~~36-38~~34-36 of this proxy statement, transactions involving payments made by us to companies in the ordinary course of business where certain of our directors serve on the board of directors or as a member of the executive management team of the other company, and transactions involving payments made by us to educational institutions with director affiliations.

Compensation Committee Interlocks and Insider Participation

During ~~2018,~~2020, L. John Doerr, Ram, and ~~Ram~~Robin served on the Leadership Development and Compensation Committee. ~~Neither member~~None of the members of the Leadership Development and Compensation Committee has been an officer or employee of Alphabet. None of our executive officers serves on the board of directors or compensation committee of a company that has an executive officer that serves on our ~~board~~Board of ~~directors~~Directors or the Leadership Development and Compensation Committee.

Consideration of Director Nominees

Stockholder Recommendations and Nominees

Our Nominating and Corporate 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 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” below.

Any stockholder recommendations for consideration by the Nominating and Corporate Governance Committee should include the candidate’s name, biographical information, information regarding any relationships between the candidate and the 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 no differences in the manner in which the Nominating and Corporate Governance Committee evaluates nominees for director based on whether the nominee is recommended by a stockholder or otherwise. Stockholder recommendations to our Board of Directors should be sent to us by one of the following two ways:

1. via mail with a copy via email: 2. via email only:

Alphabet Inc.
Attn: Corporate Secretary
1600 Amphitheatre Parkway
Mountain View, California 94043
With a copy via email:
corporatesecretary@abc.xyz

OR   corporatesecretary@abc.xyz
1. via mail with a copy via email: 2. via email only:
Alphabet Inc.
Attn: Corporate Secretary
1600 Amphitheatre Parkway
Mountain View, California
94043 With a copy via email:
corporatesecretary@abc.xyz OR corporatesecretary@abc.xyz

In addition, our bylaws permit stockholders to nominate directors for consideration at an annual meeting. For a description of the process for nominating directors in accordance with our bylaws, see “Questions and Answers about the Proxy Materials and the Annual Meeting—Question 27. What is the deadline to propose actions for consideration at next year’s Annual Meeting of Stockholders or to nominate individuals to serve as directors?” on page 2183 of this proxy statement.

Director Selection Process and Qualifications

Our Nominating and Corporate Governance Committee will evaluate and recommend candidates for membership on our Board of Directors consistent with criteria established by our Board of Directors in our policy with regard to the selection of director nominees. Pursuant to this policy, the Nominating and Corporate Governance Committee screens candidates and evaluates the qualifications of
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Compensation 3 Audit
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Proposals 5 Questions and
Answers
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.

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Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating nominees for directors. Our Nominating and Corporate Governance Committee regularly assesses the appropriate size and composition of the Board of Directors, the needs of the Board of Directors and the respective committees of the 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 Board of Directors, or search firms. The evaluation of these candidates may be based solely upon the information provided to the ~~committee~~Nominating and Corporate 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 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 and Corporate Governance Committee will factor into its determination the following qualities, among others: integrity, professional reputation and strength of character, educational background, knowledge of our business, diversity of professional experience, including whether the person is a current or former chief executive officer or chief financial officer of a public company or the head of a division of a large international organization, and ability to represent the best interests of our stockholders 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, cultural background, and professional experiences in evaluating board candidates. Accordingly, when evaluating candidates for nomination as new directors, the Nominating and Corporate 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. 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 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 Board of Directors believe that the above-mentioned attributes, along with the leadership skills and other experiences of our board members described below, provide us with a diverse range of perspectives and judgment necessary to guide our strategies and monitor their execution.

Larry Page
•
Business leadership, operational experience, and experience developing technology as Co-Founder of Google and former Chief Executive Officer of Alphabet.
•
In-depth knowledge of the technology sector and experience in developing transformative business models.
Sergey Brin
•
Business leadership, operational experience, and experience developing technology as Co-Founder of Google and former President of Alphabet.
•
In-depth knowledge of the technology sector and experience in developing transformative business models.
Sundar Pichai
•  Business leadership, operational experience, and experience developing technology as Chief Executive Officer of Alphabet and Google.
•  In-depth knowledge of the technology sector, and experience in developing Alphabet and Google’s products and services and leading its strategic vision, management, and operations.
•  Outside board experience as a former director of Jive Software, Inc.
John L. Hennessy
•
Leadership and management experience as former 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~~founder of MIPS Technologies, Inc. and ~~Atheros Communications, Inc.,~~ chief architect of Silicon Graphics Computer Systems, Inc.
•  Outside board experience as a director of the Chan Zuckerberg Biohub and a former director of Atheros Communications, Inc. and Cisco Systems, Inc.
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Frances H. Arnold
•  Leadership and management experience managing a research group at the California Institute of Technology and co-chair of the President’s Council of Advisors on Science and Technology.
•  Recipient of the 2018 Nobel Prize for Chemistry for her work on directed evolution of enzymes.
•  Outside board experience as a director of Illumina, Inc., and aexperience as an advisory panel member of David and Lucile Packard Foundation, and vice chair of the board of ~~the Chan Zuckerberg Biohub~~trustees of Gordon Research Conferences.
L. John Doerr
•
Global business leadership as a general partner ~~and Chairman~~ of Kleiner ~~Perkins Caufield & Byers.~~
Perkins.
•
Extensive financial and investment expertise as a venture capitalist.
•
In-depth knowledge of the technology sector and visionary in the industry.
•
Outside board experience, including as a director of ~~Amazon.com,~~Amyris, Inc. and Coursera Inc., ~~Amyris, Inc.,~~and a former director of Bloom Energy Corporation, ~~and~~Amazon.com, Inc., Intuit, Inc., and Zynga, Inc.
•  Experience as a member of the Board of Trustees of the Aspen Institute.
Roger W. Ferguson Jr.
•
Global business leadership and extensive financial, capital markets, and management expertise as President and Chief Executive Officer of TIAA.
•
Outside board experience as a director of TIAA, General Mills, Inc., and International Flavors & Fragrances Inc.
•
Extensive experience in management consulting and various policy-making roles, including as Vice Chairman of the Board of Governors of the U.S. Federal Reserve System.
•  Experience as a Chairman of The Conference Board, a trustee of the Institute for Advanced Study, Group of Thirty, Teachers College at Columbia University, and a board member of the Regents of the Smithsonian Institution and a board of overseers member of the Memorial Sloan Kettering Cancer Center.
~~Diane B. Greene~~ • ~~Global business and entrepreneurial leadership as a co-founder and former Chief Executive Officer and President of each of 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 businesses.~~
• ~~Outside board experience as a director of Intuit Inc.,VMware, Inc. and SAP.~~
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Ann Mather
•
Deemed an “audit committee financial expert” with over 20 years of experience in finance and operations of technology companies, particularly publicly traded companies with knowledge of complex global financial and business matters.
•
Global ~~Leadership~~business leadership and extensive financial experience as ~~Former~~former Executive Vice President and Chief Financial Officer of Pixar.
•
~~Public company~~Outside board and audit committee experience as a director of Airbnb, Inc., Arista Networks, Inc., ~~Glu Mobile~~Bumble Inc., Netflix, Inc., and a former director of Central European Media Enterprises Group, Glu Mobile 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.~~
Company, and President and Chief Executive Officer of Boeing Commercial Airplanes, Inc.
•
Valuable experience in addressing issues ranging from corporate strategy, operational excellence, governance, and sales and marketing.
•  Outside board experience as a trustee of the Mayo Clinic and a former 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.~~Company.
~~Sundar Pichai~~ • ~~Business leadership, operational experience, and experience developing technology as Chief Executive Officer of Google.~~
• ~~In-depth knowledge of the technology sector, and experience in developing Google’s products and services and leading its strategic vision, management, and operations.~~
• ~~In-depth knowledge of the technology sector.~~
• ~~Outside board experience as a director of Jive Software, Inc.~~
~~Eric E. Schmidt~~ • ~~Global business leadership as former Executive Chairman of Alphabet, 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.~~
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 a member of the executive team of Netscape Communications Corporation.
•
Extensive financial and investment expertise as a venture capitalist.
•
Experience as a ~~trustee~~former Vice Chair of the Board of Trustees of Stanford ~~University.~~
University, a board member on the Stanford Health Care Board of Trustees, as well as a member of the Council on Foreign Relations, a director of Magic Bus, and a charter member of The lndUs Entrepreneurs.
•
Outside board experience as a director of several private companies.
Robin L. Washington
•
~~Global~~Extensive financial and management expertise and global business leadership as former Executive Vice President and Chief Financial Officer of Gilead Sciences, Inc.
• ~~Extensive financial and management expertise as former Chief Financial Officer of~~, Hyperion Solutions Corporation, and former executive of PeopleSoft, Inc.
•
In-depth knowledge of the technology sector.
•
Outside board experience as a director of Honeywell International, Inc., salesforce.com, inc., and ~~salesforce.com, inc.~~Vertiv Holdings Co.
•  Experience as a member of the Advisory Board of the University of Michigan, a member of the Board of Visitors of Graziadio School of Business Management of Pepperdine University, and a member of the Board of UCSF Benioff Children’s Hospital.

Management Succession Planning

One of our Board of Directors’ principal duties is to review management succession planning. The Leadership Development and Compensation Committee reviews at least annually and recommends to the full Board of Directors plans for the development, retention, and replacement of executive officers, including the Chief Executive Officer of Alphabet. Additionally, the Leadership Development and Compensation Committee and the Nominating and Corporate Governance Committee ~~of our Board Directors~~ are jointly responsible for overseeing the risks and exposures associated with management succession planning.
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Our Board of Directors believes that the directors and the Chief Executive Officer should collaborate on succession planning and that the entire ~~board~~Board of Directors 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. Directors become familiar with potential successors for key management positions through various means, including regular organization and talent reviews, presentations to the Board of Directors, and informal meetings.

Board’s Role in Risk Oversight

The Board of Directors, as a whole and through its committees, has responsibility for oversight of risk management. The oversight responsibility of the Board of Directors 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 of Directors and its committees about the identification, assessment, and management of critical risks and management’s risk mitigation strategies. While the Board of Directors is ultimately
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responsible for risk oversight at Alphabet, our Board of Directors has delegated to its committees oversight of risks associated with their respective areas of responsibility, as summarized below. When appropriate, the committees provide reports to the full Board of Directors on these and other areas for review. Each committee meets in executive session with key management personnel and representatives of outside advisors as needed.

In particular, the Board of Directors has delegated to the Audit and Compliance Committee the primary responsibility for the oversight of many of the risks facing our businesses. The Audit and Compliance Committee’s charter provides that it will review and discuss with management any major risk exposures, including, among others, the key areas of oversight set forth ~~on page 28 of this proxy statement,~~below, and the steps Alphabet takes to detect, monitor, and actively manage such exposures.

Board/Committee Primary Areas of Risk Oversight
Full Board Strategic, financial, and execution risks and exposures associated with our business strategy, product innovation, 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, and data privacy, including cybersecurity.
Audit and Compliance Committee Risks and exposures associated with (1) financial matters, ~~particularly~~in particular, financial strategy, financial reporting, tax, accounting, disclosure, internal control over financial reporting, investment guidelines and credit and liquidity ~~matters,~~matters; (2) data privacy and security, competition, legal, regulatory, compliance, civil and human rights, sustainability, and reputational risks; and (3) our ~~programs~~operations 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, including cybersecurity.~~capacity.
Leadership Development and Compensation Committee Risks and exposures associated with leadership assessment, management succession planning, and the operation and structure of 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.

Executive Sessions

Executive sessions of independent directors are held in connection with each regularly scheduled Board of Directors meeting and at other times as necessary, and are chaired by the ~~Chairman~~Chair of the Board of Directors. The Board of Directors’ 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 Board of Directors also generally meet in executive session at the end of each committee meeting, except for meetings of the Executive Committee as this committee has no independent directors.

Outside Advisors

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

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Compensation 3 Audit
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Board Effectiveness, Board Annual Self-Assessment, Board Education

Our Board of Directors and each of its committees perform an annual self-assessment to evaluate the effectiveness of the Board and its committees in fulfilling their respective obligations. As part of this annual self-assessment, directors are able to provide feedback on the performance of other directors. The Chair of the Nominating and Corporate Governance Committee leads the Board of Directors in its review of the results of the annual self-assessment and takes further action as needed. In addition, all members of our Board of Directors have the opportunity to attend director education programs to assist them in remaining current with best practices and developments in corporate governance.

Communications with the Board of Directors

Stockholders may contact the 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.
Attn: Corporate Secretary
1600 Amphitheatre Parkway
Mountain View, California 94043
Email: directors@abc.xyz

Any matter intended for the Board of Directors, or for any individual member or members of the 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 Board of Directors or specified member or members will be forwarded in accordance with the stockholder’s instructions.

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COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information, as of April ~~22, 2019,~~6, 2021, concerning, except as indicated by the footnotes below:

• Each person whom we know beneficially owns more than five percent of our Class A common stock or Class B common stock.
• Each of our directors and nominees for the Board of Directors.
• Each of our named executive officers (see the section titled “Executive Compensation” beginning on page 4139 of this proxy statement).
• All of our directors and executive officers as a group.

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

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

Applicable percentage ownership is based on ~~299,436,023~~300,746,730 shares of Class A common stock and ~~46,544,284~~45,836,948 shares of Class B common stock outstanding at April ~~22, 2019.~~6, 2021. 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 ~~and Class A common stock issuable upon the vesting of Google Stock Units (GSUs)~~ within sixty days of April ~~22, 2019,~~6, 2021 to be outstanding, ignoring the withholding of shares of common stock to cover applicable taxes. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. ~~GSUs entitle the beneficial owner to receive one share of Class A common stock for each share underlying the GSU as the GSU vests.~~ Beneficial ownership representing less than one percent is denoted with an asterisk (*).

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

Voting Shares Beneficially Owned
Class A Common Stock Class B Common Stock % Total Voting
Name of Beneficial Owner Shares % Shares % Power⁽¹⁾
Executive Officers and Directors
Larry Page — — 19,952,558 42.9 26.1
Sergey Brin — — 19,236,666 41.3 25.2
Eric E. Schmidt⁽²⁾ 200,722 * 3,996,311 8.6 5.3
Ruth M. Porat 3,000 * — — *
Sundar Pichai⁽³⁾ 16,205 * — — *
David C. Drummond⁽⁴⁾ 94,977 * 12,500 * *
L. John Doerr⁽⁵⁾ 145,594 * 1,117,447 2.4 1.5
Roger W. Ferguson, Jr. — — — — —
Diane B. Greene⁽⁶⁾ 184 * — — *
John L. Hennessy⁽⁷⁾ 4,293 * — — *
Ann Mather 1,680 * — — *
Alan R. Mulally – – — — —
K. Ram Shriram⁽⁸⁾ 144,037 * — — *
Robin L. Washington⁽⁹⁾ – – – – –
All executive officers and directors as a group⁽¹⁰⁾(14 persons) 610,692 * 44,315,482 95.2 58.0
Other > 5% Security Holders
BlackRock, Inc.⁽¹¹⁾ 18,767,367 6.3 — — 2.5
Entities affiliated with Fidelity⁽¹²⁾ 16,125,005 5.4 — — 2.1
The Vanguard Group⁽¹³⁾ 21,943,224 7.3 — — 2.9

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 — — 19,952,558 43.5 26.3
Sergey Brin — — 19,168,466 41.8 25.3
Sundar Pichai⁽²⁾ 15,228 * — — *
Ruth M. Porat⁽³⁾ 1,403 * — — *
Prabhakar Raghavan — — — — —
Philipp Schindler — — — — —
Kent Walker — — — — —
Frances H. Arnold — — — — —
L. John Doerr⁽⁴⁾ 145,594 * 1,117,447 2.4 1.5
Roger W. Ferguson Jr. — — — — —
John L. Hennessy⁽⁵⁾ 3,243 * — — *
Ann Mather 836 * — — *
Alan R. Mulally — — — — —
K. Ram Shriram⁽⁶⁾ 144,037 * — — *
Robin L. Washington — — — — —
All executive officers and directors as a group (15 persons) 310,341⁽⁷⁾ * 40,238,471 87.8 53.1
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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.⁽⁸⁾ 20,332,319 6.8 — — 2.7
Eric E. Schmidt⁽⁹⁾ 15,956 * 3,385,149 7.4 4.5
The Vanguard Group⁽¹⁰⁾ 22,841,117 7.6 — — 3.0
(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.
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(2) Includes ~~181,840~~8,646 shares of Class A common stock issuable upon exercise of options that are fully vested and exercisable; 415,512 shares of Class B common stock held by the Schmidt Investments L.P. of which the Schmidt Family Living Trust is the sole general partner; and 2,386,490 shares of Class B common stock held by the Schmidt Family Living Trust of which Eric is a co-trustee.exercisable.
(3) Includes 12,541 shares of Class A common stock issuable upon exercise of options that are fully vested and exercisable and 1,264 shares of Class A common stock issuable upon vesting of GSUs within sixty days of April 22, 2019.
~~(4)~~ Consists of ~~92,887 shares of Class A common stock issuable upon exercise of options that are fully vested and exercisable and 2,090~~1,403 shares of Class A common stock held by ~~David’s spouse.~~the Passfield Hall Foundation Inc. Ruth and her spouse are officers of the Passfield Hall Foundation Inc. and share voting and investment authority of the shares held by the Foundation. The address for the Passfield Hall Foundation Inc. is 1251 Avenue of the Americas, 9th Floor, New York, New York 10020-1104.
~~(5)~~(4) Includes 11,728 shares of Class A common stock held by The Austin 1999 Trust; 11,728 shares of Class A common stock held by The Hampton 1999 Trust; 118,653 shares of Class A common stock held by The Benificus Foundation; and 1,117,447 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 Benificus Foundation and shares the investment authority over the shares held by the Benificus Foundation. John disclaims any pecuniary interest in 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, #717, San Carlos, CACalifornia 94070.
~~(6)~~(5) Includes 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)~~ Consists of ~~4,293~~3,243 shares of Class A common stock held by the Hennessy 1993 Revocable Trust. John is a trustee of the Hennessy 1993 Revocable Trust and has voting and investment authority over the shares held by the Trust. The address for the Hennessy 1993 Revocable Trust is 580 Lomita Drive, Stanford, California 94305.
~~(8)~~(6) Includes 63,041 shares of Class A common stock held by Ram’s ~~spouse;~~spouse and 16,884 shares of Class A common stock held by Janket Ventures Limited Partnership. Ram has voting and investment authority over the shares held by Janket Ventures Limited Partnership. The address for Janket Ventures L.P. is 2200 Geng Road, Suite 100, Palo Alto, CACalifornia 94303.
~~(9)~~(7) ~~Robin was appointed to our Board of Directors effective April 25, 2019, and is included in this table as a nominee to our Board of Directors.~~
~~(10)~~ Consists of ~~322,160~~301,695 shares of Class A common ~~stock; 287,268~~stock and 8,646 shares of Class A common stock issuable upon exercise of options that are fully vested and ~~exercisable; and 1,264 shares of Class A common stock issuable upon vesting of GSUs within sixty days of April 22, 2019.~~exercisable.
~~(11)~~(8) Based on the most recently available Schedule 13G/A filed with the SEC on ~~February 4, 2019~~January 29, 2021 by BlackRock, Inc. BlackRock, Inc., a parent holding company through certain of its subsidiaries, beneficially owned ~~18,767,367~~20,332,319 shares of Class A common stock, with sole voting power over ~~16,150,580~~17,468,400 shares, and sole dispositive power over ~~18,767,367~~20,332,319 shares. The address for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.
~~(12)~~(9) Based on the most recently available Schedule 13G/A filed with the SEC on February ~~13, 2019~~16, 2021 by ~~FMR LLC (FMR)~~Eric E. Schmidt and ~~Abigail P. Johnson. FMR, certain of its subsidiaries and affiliates, and other companies, beneficially owned 16,125,005~~The Schmidt Family Living Trust. Includes 353,074 shares of Class AB common stock ~~with~~held by the Schmidt Investments L.P. of which the Schmidt Family Living Trust is the sole ~~voting power over 2,906,495~~general partner; and 2,386,199 shares ~~and sole dispositive power over 16,125,005 shares.~~of Class B common stock held by the Schmidt Family Living Trust of which Eric is a co-trustee. The address ~~of FMR LLC~~for the Schmidt Investments L.P. and the Schmidt Family Living Trust is ~~245 Summer~~555 Bryant Street ~~Boston, Massachusetts 02210.~~#347, Palo Alto, California 94301.
~~(13)~~(10) Based on the most recently available Schedule 13G/A filed with the SEC on February ~~11, 2019~~10, 2021 by The Vanguard Group. The Vanguard Group, an investment adviser, beneficially owned ~~21,943,224~~through certain of its subsidiaries 22,841,117 shares of Class A common stock, with ~~sole voting power over 368,911 shares,~~ shared voting power over ~~64,080~~523,977 shares, sole dispositive power over ~~21,517,886~~21,497,310 shares, and shared dispositive power over ~~425,338~~1,343,807 shares. Vanguard Fiduciary Trust Company (VFTC), a wholly-owned subsidiary of The Vanguard Group, Inc. is the beneficial owner of 274,974 shares or 0.09% of the outstanding Class A common stock of Alphabet 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 240,706 shares or 0.08% of the outstanding Class A common stock of Alphabet 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.

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

Section 16(a) of the Exchange Act requires our directors, executive officers, and holders of more than ten percent of our Class A and Class B common stock and our Class C capital stock to file with the SEC reports regarding their ownership and changes in ownership of our securities. We believe that, during ~~2018,~~2020, our directors, executive officers, and ten percent stockholders complied with all Section 16(a) filing ~~requirements, with the exceptions noted below.~~requirements. We did however file two late Form 5 reports for Ruth on February 16, 2021 to report a charitable donation of 729 shares of Class A common stock on July 31, 2017 and a charitable donation of 130 shares of Class A common stock on November 28, 2019.
• A late Form 4 report was filed for Eric on March 1, 2018 to report the vesting on February 26, 2018 of (i) 5,491 Class A GSUs (2,723 shares of Class A common stock were withheld to cover applicable taxes and 2,768 shares of Class A common stock were issued); and (ii) 5,491 Class C GSUs (2,590 shares of Class C capital stock were withheld to cover applicable taxes and 2,901 shares of Class C capital stock were issued).
• ~~A late Form 4 report was filed for Sundar on October 25, 2018 to report the sale of 325 shares of Class A common stock and 9,675 shares of Class C capital stock on October 17, 2018.~~

In making 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.~~  ~~|  2019 Proxy Statement~~    35
ALPHABET • 2021 PROXY STATEMENT 33

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

~~Related Party Transactions Policy and Procedure~~
— RELATED PARTY TRANSACTIONS POLICY AND PROCEDURE

Our written Related Party Transactions Policy provides that we will only enter into or ratify a transaction with a related party when our Board of Directors, acting through the Audit and Compliance 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 (or a nominee to the Board of Directors);
• 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 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, 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 and Compliance 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 and Compliance Committee may approve the transaction, and the Audit and Compliance 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 and Compliance 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 and Compliance Committee who is a related party with respect to a transaction under review may not participate in the deliberations or vote on the approval of the transaction.

If a related party transaction will be ongoing, the Audit and Compliance Committee may establish guidelines for us to follow in our ongoing dealings with the related party. Thereafter, the Audit and Compliance Committee, on at least an annual basis, will review and assess ongoing relationships with the related party to monitor compliance with the Audit and Compliance Committee’s guidelines and that the related party transaction remains appropriate. Based on all relevant facts and circumstances, the Audit and Compliance 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 INC.~~  |  ~~2019 Proxy Statement~~36
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1 Corporate
Governance 2 Director and
Executive
Compensation 3 Audit
Matters 4 Management
and Stockholder
Proposals 5 Questions and
Answers
~~Related Party Transactions~~
— RELATED PARTY TRANSACTIONS

Indemnification Agreements

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

~~Corporate Use of Personal Aircraft~~
Eric beneficially owns two 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 2018, we used these aircraft for business-related travel services for certain of our executive officers, including Eric, and we reimbursed Eric approximately $1,230,000. Due to the fact that the $7,500 hourly rate paid for the use of these aircraft is less than the actual operational costs incurred by Eric as owner of these aircraft, Eric does not profit from the use of these aircraft.
Use of Moffett Airfield

Pursuant to a 60-year lease agreement with NASA in early 2015, we became the operator of Moffett Airfield (the Airfield). Larry, Sergey, Eric E. Schmidt, and Ram, through their affiliated entities (the Founder Entities), have historically used and paid to NASA applicable fees for the use of the Airfield for their personal aircraft. As the operator of the Airfield, we charge the Founder Entities fees for the use of the Airfield that are (i) non-preferential when compared to the fees charged to other private customers landing aircraft at the Airfield, and (ii) derived from rate schedules that are consistent with what an independent airfield services company believes, based on its industry experience, to be arm’s-length terms that are fair and reasonable to us as the operator. In ~~2018,~~2020, we charged the Founder Entities approximately ~~$1,332,000.~~$418,443. These flights have not interfered with our business plans for use of the Airfield. These fees are regularly reviewed by our Audit and Compliance Committee. Larry, Sergey, Eric, and Ram do not have a material interest in any of the transactions described above.

License of Hangar Space at Moffett Airfield

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 ~~2018~~2020 through March 31, ~~2019,~~2021, we charged LTA approximately ~~$1,100,000.~~$3,554,618. The Audit and Compliance Committee believes that this transaction has been conducted on arm’s-length terms that are fair and reasonable to us as the operator of the Airfield based on its review of market comparables that were further reviewed and validated by an independent real estate services firm. This license has not interfered with our business plans for the use of the Airfield. Sergey does not have a material interest in the transaction described above.

License of Hangar Space at the San Jose International Airport
In November 2015, we entered into an agreement with BCH San Jose LLC (BCH) to license the use of a portion of BCH’s hangar space at the Mineta San Jose International Airport to hold Google’s corporate aircraft. Larry, Sergey, and Eric each own one-third interests in BCH, through their respective affiliated entities. In 2020, we paid approximately $890,195 to BCH. The Audit and Compliance Committee reviewed market comparables and has deemed this transaction to be on terms, taken as a whole, no less favorable to us than terms generally available to an unaffiliated third-party under the same or similar circumstances. Larry, Sergey, and Eric do not have a material interest in the transaction described above.
Investments in Certain Private Companies

Google, GV, and Gradient Ventures directly invested, or committed to invest, an aggregate of approximately ~~$80.2~~$32.1 million in certain private companies from the beginning of ~~2018~~2020 through March 31, ~~2019,~~2021, in which Kleiner Perkins ~~Caufield & Byers~~ was a co-investor or existing investor (excluding Viz.ai, Inc. investment described ~~on page 38 of this proxy statement)~~below). 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. L. John Doerr does not have a material interest in any of the transactions described above.
~~ALPHABET INC.~~  |  ~~2019 Proxy Statement~~37
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~~Equity Investment in Viz.ai, Inc.~~
In June 2018, GV directly invested $5,000,000 in Viz.ai, Inc., a private company that develops artificial intelligence assisted medical imaging products. KPCB Holdings, Inc., as nominee for certain funds of KPCB, and Innovation Endeavors II, L.P. co-invested in Viz.ai, Inc. alongside GV. Eric is the sole limited partner of Innovation Endeavors II, L.P. KPCB and Innovation Endeavors II, L.P. each hold less than 20% of the outstanding equity of Viz.ai, Inc.
In addition, Diane holds an indirect investment in Viz.ai, Inc. as a limited partner of a venture fund. L. John Doerr, Eric, and Diane do not have a material interest in the transaction described above.
~~Diane B. Greene~~
In connection with Google’s acquisition of bebop Technologies, Inc. (bebop) in December 2015, Diane, who was the then CEO, director and stockholder of bebop, became Google Senior Vice President, Chief Executive Officer, Google Cloud. As part of the bebop transaction, Diane received 200,729 shares of Alphabet Class C capital stock (Merger Shares) in exchange for her shares in bebop, with the vesting of a portion of such shares subject to continued employment. On January 28, 2019, Diane stepped down from her position as Google Senior Vice President, Chief Executive Officer, Google Cloud, but remained a member of the Board of Directors. As of her transition date, she had 16,572 unvested Merger Shares. On March 15, 2019, the Board of Directors (other than Diane, who recused herself) unanimously approved a waiver of the employment condition of the vesting of the remaining unvested Merger Shares in light of her leadership and contribution on the Google Cloud team.
~~At the time of the acquisition, Diane pledged to donate all of the Merger Shares to a donor advised fund.~~

Office Building Lease

In July 2017, we 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 lease with ~~Zee.Aero, Inc. (d/b/a~~ Kitty Hawk ~~Corporation)~~Corporation (formerly Zee.Aero, Inc.), an entity affiliated with Larry. In June 2019, the lease was divided into three separate lease agreements. Kitty Hawk Corporation currently leases two out of three buildings. From the beginning of 2020 through March 31, 2021, we charged Kitty Hawk Corporation a total of approximately $1,936,615 in rent and operating expenses to occupy the two buildings. The third building is leased to Wisk Aero LLC, an entity affiliated with Larry. From the beginning of ~~2018~~2020 through March 31, ~~2019,~~2021, we charged ~~Kitty Hawk Corporation~~Wisk Aero LLC a total of approximately ~~$2,125,000, in accordance with the rates set forth in the underlying lease agreement that was previously negotiated between Kitty Hawk Corporation and the third-party seller.~~$616,192. Larry does not have a material interest in the transactions described above.
ALPHABET • 2021 PROXY STATEMENT 35
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1 Corporate
Governance 2 Director and
Executive
Compensation 3 Audit
Matters 4 Management
and Stockholder
Proposals 5 Questions and
Answers
Equity Investment in Viz.ai, Inc.
In June 2018, GV invested $5,000,000 in Viz.ai, Inc., a private company that develops artificial intelligence assisted medical imaging products (Viz.ai). Between August and October 2019, GV invested an additional $6,750,000 in the follow-on round of financing. In March 2021, GV invested an additional $2,000,000 in a subsequent round of financing. KPCB Holdings, Inc., as nominee for certain funds of Kleiner Perkins, and Innovation Endeavors II, L.P. co-invested in Viz.ai alongside GV. Eric is the sole limited partner of Innovation Endeavors II, L.P. L. John Doerr is a General Partner of Kleiner Perkins. Kleiner Perkins and Innovation Endeavors II, L.P. each hold less than 20% of the outstanding equity of Viz.ai. In addition, Larry holds an indirect investment in Viz.ai as a limited partner of a venture fund. L. John Doerr, Eric, and Larry do not have a material interest in the transaction described above.
Employment Matters
A son of Ruth has been employed by Google in a non-executive capacity since October 2017. The total compensation of Ruth’s son, which consists of a base salary, bonus, and equity grant, for services provided to Google in fiscal 2017, 2018, 2019, and 2020 was below $120,000 each year, and was in line with similar roles at Google.

Certain Relationships

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

~~ALPHABET INC.~~  |  ~~2019 Proxy Statement~~38
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DIRECTOR COMPENSATION

~~Board Compensation Arrangements for Non-Employee Directors~~
— BOARD COMPENSATION ARRANGEMENTS FOR NON-EMPLOYEE DIRECTORS

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

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

In ~~2018,~~2020, we awarded our standard ongoing compensation to each of our non-employee directors, including an annual $75,000 cash retainer payable in arrears and an annual $350,000 ~~GSU~~Class C Google Stock Unit (GSU) grant. We paid an additional $25,000 annual cash retainer to the Audit Committee chairperson. In April 2018, the Leadership Development and Compensation Committee considered comparative market data from peer companies and approved an additional $25,000 annual cash retainer and an additional $150,000 annual GSU grant ~~for~~to John L. Hennessy, our non-executive ~~Chairman~~Chair of the Board of Directors, given his additional duties in the role. We also paid an additional $25,000 annual cash retainer to Ann for her role as the Audit and Compliance Committee Chair.

We awarded the above-mentioned cash retainers and GSU grants to our non-employee directors on July ~~11, 2018,~~1, 2020, the first ~~non-holiday~~ Wednesday of the month following the month of our ~~2018~~2020 Annual Meeting of Stockholders. GSUs entitle the holder to receive one share of Class C common stock for each share underlying the GSU as the 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 2020, 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 1/48th 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.

Robin L. Washington was appointed to serve as a member of our Board of Directors and the Leadership Development and Compensation Committee effective April 25, 2019. As such, she did not receive any non-employee director compensation in 2018.
We reimburse our non-employee directors for reasonable out-of-pocket expenses in connection with attendance at Board of Directors and committee meetings.

Under Alphabet’s Amended and Restated 2012 Stock Plan, the aggregate amount of stock-based and cash-based awards ~~which~~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 the Board of Directors, is limited to $1.5 million.

To align directors’ interests with those of our stockholders, each director is required to own shares of Alphabet stock equal in value to at least $1.0 million. Each director has ~~until the later of (i) April 18, 2020; or (ii)~~ five years from the date he or she became a director to comply with these ownership requirements. All of our directors either met the applicable minimum stock ownership guideline as of December 31, ~~2018~~2020 or were within the ~~time~~grace period noted above to come into compliance with these requirements.

During ~~2018,~~2020, Larry, Sergey, ~~Eric,~~and Sundar ~~and Diane~~ served as our employee directors and did not receive any compensation for their services as members of our Board of Directors. ~~Following Diane’s transition to non-employee director status on January 28, 2019, she was again eligible to receive our standard non-employee director compensation.~~ Please see the section titled “Executive Compensation” for more information about compensation paid to ~~Larry, Sergey, Eric, and~~ Sundar, who ~~were~~was a named executive ~~officers~~officer during ~~2018.~~2020.

~~ALPHABET INC.~~  ~~|  2019 Proxy Statement~~    39
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1 Corporate
Governance 2 Director and
Executive
Compensation 3 Audit
Matters 4 Management
and Stockholder
Proposals 5 Questions and
Answers
~~Director Compensation for 2018~~
— DIRECTOR COMPENSATION FOR 2020

The following table summarizes compensation earned by our directors other than ~~Larry, Sergey, Eric, and~~ Sundar during ~~2018.~~2020.

Name Fees Earned or
Paid in Cash
($) Stock
Awards
($)⁽¹⁾ All Other
Compensation
($) Total
($)
L. John Doerr⁽²⁾ 75,000 350,786 — 425,786
Roger W. Ferguson, Jr.⁽³⁾ 75,000 350,786 — 425,786
Diane B. Greene⁽⁴⁾ — — 47,502,388 47,502,388
John L. Hennessy⁽⁵⁾ 83,717 402,711 — 486,428
Ann Mather⁽²⁾ 100,000 350,786 — 450,786
Alan R. Mulally⁽⁶⁾ 75,000 350,786 — 425,786
K. Ram Shriram⁽²⁾ 75,000 350,786 — 425,786
Shirley M. Tilghman⁽⁷⁾ 51,725 — 100,000 151,725
Name Fees Earned or
Paid in Cash
($) Stock
Awards
($)⁽¹⁾ All Other
Compensation
($) Total
($)
Frances H. Arnold⁽²⁾ 38,248 1,188,057 — 1,226,305
Sergey Brin⁽³⁾ — — 1 1
L. John Doerr⁽⁴⁾ 75,000 352,320 — 427,320
Roger W. Ferguson Jr.⁽⁵⁾ 75,000 352,320 — 427,320
John L. Hennessy⁽⁶⁾ 100,000 503,314 — 603,314
Ann Mather⁽⁴⁾ 100,000 352,320 — 452,320
Alan R. Mulally⁽⁴⁾ 75,000 352,320 — 427,320
Larry Page⁽³⁾ — — 1 1
K. Ram Shriram⁽⁴⁾ 75,000 352,320 — 427,320
Robin L. Washington⁽⁷⁾ 75,000 352,320 — 427,320
(1) The amounts in the Stock Awards column reflect the aggregate grant date fair value of GSUs granted to directors in ~~2018~~2020 calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 (~~Compensation~~(Compensation – Stock ~~Compensation~~)Compensation). The grant date fair value of GSUs granted to the non-employee directors on July ~~11, 2018~~1, 2020 (GSU grant following the ~~2018~~2020 Annual Meeting of Stockholders) was ~~$1,153.90~~$1,438.04 per share.
(2) ~~On December 31, 2018, there were 786 Class C GSUs outstanding.~~
~~(3)~~ ~~On December 31, 2018, there were 1,070 Class C GSUs outstanding.~~
~~(4)~~ ~~As a Google employee during 2018, Diane did not receive compensation for her service~~Frances was appointed to serve as a member of our Board of ~~Directors. Diane’s “All Other Compensation” represents~~Directors and the Nominating and Corporate Governance Committee effective December 7, 2019. In connection with her ~~2018 Google employee total compensation: $650,000 in base salary; $46,612,647 in employee equity awards, the vesting~~appointment, she received our standard initial compensation for new non-employee directors consisting of such equity awards subject to continued employment through the applicable vesting dates; $15,048 in life insurance premiums; $9,250 in 401(k) company match; $1,023 for personal use of aircraft chartered by the company; and $214,420 for personal security. On December 31, 2018, there were 41,501 Class C GSUs outstanding.
~~(5)~~ Ona $1.0 million GSU grant made January ~~31, 2018, our Board of Directors appointed John to serve as non-executive Chairman~~8, 2020 (the first non-holiday Wednesday of the ~~Board~~month following the month of Directors. In April 2018, the Leadership Development and Compensation Committee approved an additional $25,000 annual cash retainer and an additional $150,000 annual GSU grant for John given his additional duties. John’s compensation in 2018 was prorated for his period of service as a non-employee director (June 7, 2017 to January 30, 2018) and for his period of service as non-executive Chairman of the Board of Directors (January 31, 2018 to June 6, 2018)her appointment). On December 31, ~~2018,~~2020, there were ~~825~~828 Class C GSUs outstanding.
~~(6)~~ ~~On December 31, 2018, there were 777 Class C GSUs outstanding.~~
~~(7)~~ ~~Shirley retired from our Board of Directors, effective February 15, 2018, and her director compensation in 2018~~ Frances’ cash retainer was prorated for her period of ~~service~~service.
(3) Co-Founders Larry and Sergey serve as ~~a non-employee director. Shirley’s~~employee directors and do not receive any compensation for their services as members of our Board of Directors. Their “All Other Compensation” ~~represents advisory fees paid by Calico, a subsidiary~~reflects an annual employee salary of ~~Alphabet, for her role as Chairperson of the Calico Scientific Advisory Board and other services to Calico following her retirement from our Board of Directors.~~$1.
(4) On December 31, 2020, there were 577 Class C GSUs outstanding.
(5) On December 31, 2020, there were 576 Class C GSUs outstanding.
(6) On December 31, 2020, there were 770 Class C GSUs outstanding.
(7) On December 31, 2020, there were 754 Class C GSUs outstanding.

~~ALPHABET INC.~~  ~~|  2019 Proxy Statement~~    40
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EXECUTIVE COMPENSATION
TABLE OF CONTENTS
THE CD&A IS ORGANIZED INTO FOUR SECTIONS:
SECTION 1—EXECUTIVE SUMMARY 39
SECTION 2—DETERMINING COMPETITIVE LEVELS OF PAY 40
SECTION 3—ELEMENTS OF PAY AND FISCAL YEAR 2020 PAY DECISIONS 40
SECTION 4—OTHER COMPENSATION INFORMATION 41
— COMPENSATION DISCUSSION AND ANALYSIS

~~Compensation Discussion and Analysis~~
Overview

Our Compensation Discussion and Analysis (CD&A) includes a detailed discussion of compensation for ~~six~~five named executive officers during the fiscal year ended December 31, ~~2018:~~2020:

~~Larry Page~~ ~~Chief Executive Officer, Alphabet, and Co-Founder~~
~~Sergey Brin~~ ~~President, Alphabet, and Co-Founder~~
~~Eric E. Schmidt~~ ~~Technical Advisor, Former Executive Chairman of the Board of Directors, Alphabet~~
~~Sundar Pichai~~ ~~Chief Executive Officer, Google~~
~~Ruth M. Porat~~ ~~Senior Vice President and Chief Financial Officer, Alphabet and Google~~
~~David C. Drummond~~ ~~Senior Vice President, Corporate Development, and Chief Legal Officer, Alphabet~~

~~The CD&A is organized into five sections:~~
• ~~Section 1—Executive Summary~~
• ~~Section 2—Elements of Pay~~
• ~~Section 3—Determining Competitive Levels of Pay~~
• ~~Section 4—Pay Mix, Magnitude, and Leverage~~
• ~~Section 5—Other Compensation Information~~
Section 1–1—Executive Summary
Compensation Philosophy

We designed our employee and executive compensation programs 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~~Additionally, we offer competitive benefits to promote the health and happiness of our employees, provide unique 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 in pay for performance. ~~A portion of compensation~~Compensation is tied to performance for all employees who receive more than nominal compensation. 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 to align employee and stockholder interests. We require our named executive officers and other senior executives to maintain significant 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 receive only nominal cash compensation for their services as Chief Executive Officer and President, respectively, of Alphabet. Nonetheless, the Leadership Development and Compensation Committee continues to regularly evaluate Larry’s and Sergey’s performance, taking into consideration overall Alphabet and individual performance as part of the assessment. As significant stockholders, a large portion of Larry and Sergey’s 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/).
~~Section 2–Elements of Pay~~
In 2018, we paid base salary to our named executive officers and granted equity awards to certain of our named executive officers. See “Base Salary” and “Equity” under Section 4 of this CD&A for additional details.
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~~Base Salary~~
We use salary to provide employees, including our named executive officers, a steady income in line with their skills, experiences, and job opportunities available to them outside of Alphabet, as appropriate.
~~Equity Awards~~
~~We reinforce management’s focus on long-term stockholder value and commitment to the company through equity awards and minimum stock ownership requirements:~~
•1 Corporate
Governance ~~Equity awards~~—We make periodic equity awards to our named executive officers (other than Larry, Sergey, and Eric), which are intended to represent equity compensation for each officer over a multi-year period. These awards are granted on an individual basis as deemed appropriate by our Founders and the Leadership Development and Compensation Committee. Our equity awards typically vest over a four-year period, encouraging executives to take a longer term view of our business and allowing us to incorporate longer performance periods into our pay decisions.2
• ~~Minimum stock ownership requirements~~~~—In January 2018, we increased our minimum stock ownership requirements as follows: (i) the Founders of Google, the Chief~~ Director and
Executive ~~Officer of Alphabet,~~
Compensation 3 Audit
Matters 4 Management
and ~~the Chief Executive Officer of Google shall each own shares of Alphabet stock equal in value to at least $30.0 million;~~Stockholder
Proposals 5 Questions and ~~(ii) senior vice presidents of Alphabet or Google shall each own shares of Alphabet stock equal in value to at least $6.0 million.~~
Answers

~~In 2018, we granted equity awards to Ruth and David. See “Equity” under Section 4 of this CD&A for additional details.~~
~~Role of Company and Individual Performance~~
The Leadership Development and Compensation Committee uses overall company performance as an input in determining each named executive officer’s equity award. For Ruth’s and David’s equity awards, company performance is defined as Alphabet’s financial and operational performance and progress against Alphabet’s strategic goals.
The Leadership Development and Compensation Committee also considers individual performance in determining each named executive officer’s equity awards. For Ruth and David, the Leadership Development and Compensation Committee considered Larry’s appraisals of their individual performance and accomplishments.
The Leadership Development and Compensation Committee then makes a final decision on each named executive officer’s equity compensation based on overall Alphabet and/or Google performance and individual performance.
Section 3–2—Determining Competitive Levels of Pay

Our executive compensation decisions are informed by market data in addition to the reviews of individual roles and performance. We use peer group data to obtain compensation benchmarks for our named executive officers.

For ~~2018,~~2020, we determined our peer group by evaluating potential companies against the following criteria:
• High-technology or media company
• Key talent competitor
• High-growth, with a minimum of 50% of Alphabet’s revenue and/or headcount growth over the previous two-year period
• $~~10.0~~25 billion or more in annual revenue
• $~~50.0~~100 billion or more in market capitalization

Considering these criteria, in October ~~2017~~2019, the Leadership Development and Compensation Committee selected the following ~~companies as~~ peer companies for ~~2018:~~2020:

Amazon.com, Inc. HPFacebook, Inc. ~~Oracle Corporation~~Netflix, Inc.
Apple Inc. Intel Corporation ~~QUALCOMM Inc.~~Oracle Corporation
Cisco Systems, Inc. International Business Machines Corporation salesforce.com, inc.
Comcast Corporation Microsoft Corporation The Walt Disney Company
~~Facebook, Inc.~~ ~~Microsoft Corporation~~

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

~~The Leadership Development and Compensation Committee did not utilize the services of an outside compensation consultant to assess pay levels~~Process for ~~2018.~~
~~ALPHABET INC.~~  ~~|  2019 Proxy Statement~~    42
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~~Role of Management in~~ Determining Compensation

We regularly review our ~~executive~~ compensation ~~practices~~levels against our peer ~~group~~group. We also assess executives based on their individual performance and ~~market targets. Larry then~~overall company performance. Management uses this ~~market data~~information to ~~inform his~~develop compensation recommendations ~~to the Leadership Development and Compensation Committee~~ for our named executive ~~officers, other than himself.~~officers. The Leadership Development and Compensation Committee ~~must approve any changes to pay practices~~then reviews these recommendations and makes the final decision on compensation for ~~our~~ named executive ~~officers before implementation.~~officers.

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

We hold our advisory vote on executive compensation (commonly known as a “say-on-pay” vote) every three ~~years. We will~~years, and hold ~~both~~ our ~~say-on-pay vote and~~ advisory vote on the frequency of say-on-pay votes (commonly known as a “say-when-on-pay” vote) every six years. We will hold both advisory say-on-pay and say-when-on-pay votes at the ~~2020~~2023 annual meeting of stockholders. The Leadership Development and Compensation Committee annually reevaluates our compensation practices to determine how they might be improved.

Section 4–3—Elements of Pay ~~Mix, Magnitude,~~ and ~~Leverage~~Fiscal Year 2020 Pay Decisions
~~Pay Mix~~
The table below shows 2018 pay mix details, including salaries and the fair value of equity awards made in 2018. In 2018, only Ruth and David received equity awards (see “Equity” section below for additional details). The table does not include any other compensation disclosed in the “All Other Compensation” column of our Summary Compensation Table.
~~2018 ACTUAL COMPENSATION~~
Name Title Salary (%) Equity (%)
Larry Page Chief Executive Officer, Alphabet, and Co-Founder 100 N/A
Sergey Brin President, Alphabet, and Co-Founder 100 N/A
Eric E. Schmidt Technical Advisor, Former Executive Chairman, Alphabet 100 N/A
Sundar Pichai Chief Executive Officer, Google 100 N/A
Ruth M. Porat Senior Vice President and Chief Financial Officer, Alphabet and Google 1.4 98.6
David C. Drummond Senior Vice President, Corporate Development, and Chief Legal Officer, Alphabet 1.4 98.6

Base Salary

We ~~set~~use salaries ~~for~~to provide employees, including our named executive officers, ~~based on~~a steady income in line with their ~~responsibilities~~skills, experiences, and ~~trends we observe in~~ the ~~market (see “Determining Competitive Levels~~job opportunities available to them outside of ~~Pay” under Section 3 of this CD&A for additional details).~~Alphabet, as appropriate.

~~In 2018,~~For 2020, the Leadership Development and Compensation Committee ~~decided~~increased Sundar’s base salary to ~~maintain~~$2.0 million in recognition of his expanded role as Chief Executive Officer of Alphabet and Google. All other named executive officers’ salaries ~~for Sundar, David, and Ruth at $650,000. Larry and Sergey continue to receive salaries of $1 each per year, and Eric’s salary was~~were maintained at ~~$1.25 million through his transition from Executive Chairman to Technical Advisor.~~$650,000.

Equity Awards

Our ~~current practice is to~~named executive officers receive all variable pay through equity awards. We grant equity awards to ~~Google employees~~our named executive officers to reinforce management’s focus on long-term stockholder value and commitment to the company. Historically, we have designed these awards to cover a multi-year period in ~~the form of GSUs. Larry, Sergey, Eric, and Sundar did~~order to reward long-term performance. As a result, a named executive officer may not receive an equity ~~awards~~award every year, and the corresponding Summary Compensation Table values will be higher in ~~2018; however, the Leadership Development and Compensation Committee will continue~~years that he or she receives an equity award compared to ~~review their compensation on~~years when he or she does not receive an ~~ongoing basis.~~equity award.

~~In January 2018, the Leadership Development and Compensation Committee granted equity awards of $46.0 million that vest over a four-year period to each of Ruth and David.~~
In determining the value of Ruth’s equity award, Larry, Sundar, and the Leadership Development and Compensation Committee considered the responsibilities of the Alphabet and Google Chief Financial Officer role, including leadership of Business Operations, People Operations, and Real Estate and Workplace Services. Additionally, they considered Ruth’s performance, including her leadership of financial operations and allocation of capital across Alphabet and Google.
In determining the value of David’s equity award, Larry and the Leadership Development and Compensation Committee considered David’s contributions as a primary advisor to Larry and Sergey on Other Bet strategy, which includes providing guidance on investments, operations, talent strategy, and governance. Additionally, they considered David’s performance in his role providing direct oversight over certain Other Bet companies, as well as his role advising Alphabet’s management and Board of Directors as Chief Legal Officer and Secretary.
~~ALPHABET INC.~~  ~~|  2019 Proxy Statement~~    43
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Governance 2 Director and
Executive
Compensation 3 Audit
Matters 4 Management
and Stockholder
Proposals 5 Questions and
Answers
2020 GSU Awards
In May 2020, the Leadership Development and Compensation Committee granted biennial GSU equity awards that vest over a four-year period to Ruth, Prabhakar, Philipp, and Kent. In determining the value of their equity awards, the Leadership Development and Compensation Committee considered Alphabet’s overall business performance, each officer’s individual performance in leading their respective organizations, overall role scope, and market benchmarks against our peer competitors.
The following table summarizes the equity award decisions made by the Leadership Development and Compensation Committee with respect to each of our named executive officers (based on target award value). See the “Grants of Plan-Based Awards in 2020” table on page 45 for further details.
Named Executive Number of Shares
of Stock or Units
Granted⁽¹⁾ Aggregate
Target Award
Value ($)
Sundar Pichai — —
Ruth M. Porat 37,273 46,000,000
Prabhakar Raghavan 40,515 50,000,000
Philipp Schindler 48,617 60,000,000
Kent Walker 37,273 46,000,000
(1) The exact number of GSUs comprising the equity awards was calculated by dividing the target dollar value of the award by the average closing price of Alphabet’s Class C capital stock during the month of April 2020 ($1,234.14), rounded up to the nearest whole share.
Post-2020 Compensation Changes
2021 PSU Awards
In April 2021, the Leadership and Development and Compensation Committee granted performance stock awards to our named executive officers Ruth, Prabhakar, Philipp, and Kent. Similar to changes implemented to Sundar’s compensation structure last year, these PSU awards will vest, if at all, on December 31, 2023, based on the Total Shareholder Return (TSR) performance of Alphabet relative to the companies comprising the S&P 100 over a 2021-2023 performance period, subject to continued employment on the vesting date. Depending upon performance, the number of PSUs that vest will range from 0%-200% of target. The PSUs are subject to the terms and conditions of Alphabet’s Amended and Restated 2012 Stock Plan.
ESG Bonus
In 2022, we intend to introduce a bonus program for members of Google’s senior executive team. Payouts under the program will be determined in part by performance tied to ESG goals. The bonus program will be designed to increase focus on creating lasting, meaningful change. We will disclose further details on this program in a Form 8-K and our 2022 Proxy Statement.
Section 5–4—Other Compensation Information

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.

Risk Considerations

The Leadership Development and Compensation Committee reviewed our 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 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 Board of Directors as a whole has responsibility for risk oversight and regularly reviews reports on the deliberations of Board committees. In addition, the Board of Directors 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.
• Through discussions with ~~Larry,~~management, the Leadership Development and Compensation Committee gains insight into a reasonable range of future company performance expectations. This information is incorporated into decisions regarding compensation of our named executive officers.
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Proposals 5 Questions and
Answers
• The majority of compensation provided to our named executive officers is delivered in ~~restricted stock units, which is a variable pay element~~GSUs and/or PSUs, with payout based on long-term company performance. As compensation of our named executive officers is tied to long-term performance, their interests are closely aligned with stockholders and they are motivated to carefully assess risks to the company to protect their compensation.
• Given that equity compensation comprises a high percentage of our named executive officers’ overall pay:
– Our equity awards are subject to vesting conditions that encourage focus on long-term interests rather than only short-term results and create meaningful 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 ~~requirements.~~requirements (detailed in the Minimum Stock Ownership Requirements section below). This ensures that each named executive officer will hold a significant amount of our equity to further align his or her interests with those of our stockholders over the long term.
– We prohibit all speculative, short-sale, short-term and hedging transactions involving our securities. As a result, our named executive officers cannot insulate themselves from the effects of poor stock price performance.
– We have internal controls over financial reporting, the measurement and calculation of performance relative to goals, and other financial, operational, and compliance policies and practices designed to protect our compensation programs from manipulation by any employee.

Timing of Equity Award Grants

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

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

Minimum Stock Ownership Requirements

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

~~In January 2018, we increased our~~Our current minimum stock ownership requirements are as follows: (i) the Founders of Google and the Chief Executive Officer of Alphabet and ~~the Chief Executive Officer of~~ Google shall each own shares of Alphabet stock equal in value to at least $30.0 million; and (ii) senior vice presidents of Alphabet or Google shall each own shares of Alphabet stock equal in value to at least $6.0 million.

~~ALPHABET INC.~~  ~~|  2019 Proxy Statement~~    44
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The ~~Founders, the~~ Chief Executive Officer of Alphabet ~~the Chief Executive Officer of~~and Google, and senior vice presidents of Alphabet or Google shall have ~~until the later of: (i) January 31, 2020; or (ii)~~ five years from hire or promotion to their respective levels to comply with the minimum stock ownership requirements. Alphabet advisors who do not receive annual equity awards and the chief executive officers of Alphabet’s Other Bets are exempt from the minimum stock ownership requirements.

All of our named executive officers ~~either~~have met the applicable minimum stock ownership requirements as of December 31, ~~2018 or were within the time period noted above to come into compliance with these requirements.~~2020.

~~Transactions in Company Securities~~Insider Trading, Hedging, and Pledging Policies

Our policy against insider trading prohibits all employees and 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 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 GSUs as of December 31, 2018 had become fully vested as a result of a change in control. All stock options held by our named executive officers as of December 31, 2018 are fully vested.
The estimated benefit amount of unvested GSUs was calculated by multiplying the number of unvested GSUs by the closing price of our Class A common stock or Class C capital stock on December 31, 2018, which were $1,044.96 per share and $1,035.61 per share, respectively.
Name Number of
Unvested GSUs at
December 31, 2018
(#) Estimated Benefit of
Unvested GSUs at
December 31, 2018
($)
Larry Page — —
Sergey Brin — —
Eric E. Schmidt 10,984 11,426,490
Sundar Pichai 78,440 81,280,503
Ruth M. Porat 44,682 46,273,126
David C. Drummond 31,506 32,627,929
~~Deductibility of Executive Compensation~~
Beginning in 2018, Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code), precludes us from deducting compensation in excess of $1.0 million received by each of our named executive officers in any year.
Perquisites and Other Benefits

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

In addition, we maintain a 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 ~~2018,~~2020, we provided a company match equal to the greater of 100% of contributions up to $3,000, or 50% of the maximum contribution under the Internal Revenue Code ($~~18,500)~~19,500) for a maximum match of ~~$9,250,~~$9,750, 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.

~~ALPHABET INC.~~  ~~|  2019 Proxy Statement~~    45
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Proposals 5 Questions and
Answers
In ~~2018,~~2020, we paid for personal security for ~~Eric and~~ Sundar, and incremental costs related to the personal use of non-commercial aircraft for ~~Eric, Sundar,~~ Ruth and ~~David.~~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.

~~Non-Qualified~~~~Deferred Compensation Plan~~
We maintain a non-qualified deferred compensation plan for most of our U.S.-based employees. 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. During 2018, no named executive officer received a bonus that would be eligible to be deferred under this plan.
No Additional Executive Benefit Plans

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

~~Leadership Development and Compensation Committee Report~~
— LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE REPORT

The Leadership Development 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 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, ~~2018~~2020 and in this proxy statement.

LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE
Robin L. Washington, Chair
L. John Doerr~~Chair~~
K. Ram Shriram

~~ALPHABET INC.~~  ~~|  2019 Proxy Statement~~    46
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Governance 2 Director and
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Compensation 3 Audit
Matters 4 Management
and Stockholder
Proposals 5 Questions and
Answers
~~Summary Compensation Table~~
— SUMMARY COMPENSATION TABLE

The following table sets forth information regarding the compensation paid to, or earned by, our named executive officers for the fiscal years ended December 31, ~~2018, 2017,~~2020, 2019, and ~~2016.~~2018.

Name and
Principal Position Year Salary
($) ⁽¹⁾ Bonus
($) ⁽²⁾ Stock
Awards
($) ⁽³⁾ Option
Awards
($) Non-Equity
Incentive Plan
Compensation
($) Non-Qualified
Deferred
Compensation
Earnings
($) ⁽⁴⁾ All Other
Compensation
($) ⁽⁵⁾ Total
($)
Larry Page⁽⁶⁾
Chief Executive Officer, Alphabet, and Co-Founder 2018 1 — — — — — — 1
2017 1 — — — — — — 1
2016 1 — — — — — — 1
Sergey Brin⁽⁶⁾
President, Alphabet, and Co-Founder 2018 1 — — — — — — 1
2017 1 — — — — — — 1
2016 1 — — — — — — 1
Eric E. Schmidt
Technical Advisor, Former Executive Chairman, Alphabet 2018 1,250,000 — — — — — 362,016 ⁽⁷⁾ 1,612,016
2017 1,250,000 — — — — 2,798,606 677,986 4,726,592
2016 1,250,000 — — — — 2,430,685 629,106 4,309,791
Sundar Pichai
Chief Executive Officer, Google 2018 650,000 — — — — — 1,231,066 ⁽⁸⁾ 1,881,066
2017 650,000 — — — — — 683,557 1,333,557
2016 650,000 — 198,695,790 — — — 372,410 199,718,200
Ruth M. Porat
Senior Vice President, Chief Financial Officer, Alphabet and Google 2018 650,000 — 46,612,647 — — — 29,357 ⁽⁹⁾ 47,292,004
2017 650,000 — — — — — 38,638 688,638
2016 650,000 — 38,313,173 — — — 110,956 39,074,129
David C. Drummond
Senior Vice President, Corporate Development, Chief Legal Officer, Alphabet 2018 650,000 — 46,612,647 — — — 19,585 ⁽¹⁰⁾ 47,282,232
2017 650,000 — — — — — 14,252 664,252
2016 650,000 — — — — — 14,387 664,387
Name and
Principal Position Year Salary
($)⁽¹⁾ Stock
Awards
($)⁽²⁾ All Other
Compensation
($)⁽³⁾ Total
($)
Sundar Pichai 2020 2,015,385 — 5,410,162 ⁽⁴⁾ 7,425,547
Chief Executive Officer, Alphabet and Google, and Director 2019 650,000 276,612,072 3,359,480 280,621,552
2018 650,000 — 1,231,066 1,881,066
Ruth M. Porat 2020 655,000 50,217,913 17,770 50,890,683
Senior Vice President, Chief Financial Officer, Alphabet and Google 2019 650,000 — 14,052 664,052
2018 650,000 46,612,647 29,357 47,292,004
Prabhakar Raghavan 2020 655,000 54,585,860 9,750 55,250,610
Senior Vice President, Google
Philipp Schindler 2020 655,000 65,501,684 226,816 ⁽⁵⁾ 66,383,500
Senior Vice President, Chief Business Officer, Google
Kent Walker 2020 655,000 50,217,913 9,750 50,882,663
Senior Vice President, Global Affairs and Chief Legal Officer, Google
(1)
~~(1)~~ Salaries reflect amounts earned by the named executive officers in the relevant fiscal year. Includes amounts ~~deferred pursuant to Section 401(k) of~~contributed by the ~~Code.~~
~~(2)~~ ~~Effective 2016, our~~ named executive officers ~~do not receive cash bonuses~~to their accounts under the 401(k) Plan. Salary amounts shown above reflect actual salary paid in each year, and ~~receive all variable pay through equity awards.~~may differ slightly from the official annual salary for each role due to calculations based on the number of working days in each calendar year.
(2)
~~(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 ~~which named executive officers received~~ the ~~most gains from previously granted equity awards.~~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 SAB Topic 14).
(3)
~~(4)~~ ~~Represents the portion of earnings under our deferred compensation plan that is considered to be “above-market” earnings under applicable SEC rules.~~
~~(5)~~ Generally consists of our 401(k) plan company match of up to ~~$9,250, life insurance premiums paid by the company for the benefit of the named executive officer,~~$9,750 and personal use of company aircraft, 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 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 hangar expenses, and general taxes and insurance.
(4) Includes $5,400,412 for personal security.
~~(6)~~(5) ~~Larry and Sergey each receive $1 in base salary and do not participate in our equity programs.~~
~~(7)~~ Includes ~~$332,770 for personal security and $592~~$215,660 for personal use of aircraft chartered by the company. ~~Eric’s “All Other Compensation” in 2018 reflects an update in our aircraft procedures and classification methodology.~~
~~(8)~~ Includes $1,213,068 for personal security and $3,052 for personal use of aircraft chartered by the company. In July 2018, the Leadership Development and Compensation Committee approved an overall security program for Sundar, which was implemented in August 2018.
~~(9)~~ ~~Includes $546 for personal use of aircraft chartered by the company.~~
~~(10)~~ ~~Includes $531 for personal use of aircraft chartered by the company.~~

~~ALPHABET INC.~~  ~~|  2019 Proxy Statement~~    47
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Answers
~~Grants of Plan-Based Awards in 2018~~
— GRANTS OF PLAN-BASED AWARDS IN 2020

The following table provides information regarding the equity awards granted in ~~2018~~2020 to our named executive officers.

Equity Grants⁽¹⁾
Name Grant Date Date of
Approval of
Equity Awards by
Committee All Other Stock
Awards: Number
of Shares of
Stock or Units
(#) Grant Date Fair
Value of Stock
Awards
($)
Larry Page — — — —
Sergey Brin — — — —
Eric E. Schmidt — — — —
Sundar Pichai — — — —
Ruth M. Porat 3/7/2018 3/7/2018 42,007 ⁽²⁾ 46,612,647
David C. Drummond 3/7/2018 3/7/2018 42,007 ⁽²⁾ 46,612,647
Estimated Future Payouts Under
Equity Incentive Plan Awards Equity Grants
Name Grant Date Date of
Approval of
Equity Awards
by Committee Threshold
(#) Target
(#) Maximum
(#) All Other
Stock Awards:
Number of
Shares of
Stock or Units⁽¹⁾
(#) Grant Date Fair
Value of Stock
Awards⁽²⁾
($)
Sundar Pichai — — — — — — —
Ruth M. Porat 5/6/2020 4/21/2020 — — — 37,273 50,217,913
Prabhakar Raghavan 5/6/2020 4/21/2020 — — — 40,515 54,585,860
Philipp Schindler 5/6/2020 4/21/2020 — — — 48,617 65,501,684
Kent Walker 5/6/2020 4/21/2020 — — — 37,273 50,217,913
(1) The exact number of GSUs comprising the equity award was calculated by dividing the target GSU grant values by the average closing price of Alphabet’s Class C capital stock during the month of April 2020 ($1,234.14), rounded up to the nearest whole share number.
~~(1)~~(2) Stock awards (GSUs) 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.
~~(2)~~ ~~The exact number~~ See “Equity Awards” under Section 3 of the CD&A for details on the 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 March 6, 2018 ($1,095.06), rounding to the nearest whole share number.awarded.

~~Description of Plan-Based Awards~~
— DESCRIPTION OF PLAN-BASED AWARDS

The GSUs granted to ~~Ruth and David~~named executive officers in fiscal year ~~2018~~2020 were granted under Alphabet’s Amended and Restated 2012 Stock Plan ~~and are governed by the~~in accordance with its terms ~~of Alphabet’s 2012 Stock Plan~~ and the applicable award agreements. See footnotes to the ~~Outstanding~~“Outstanding Equity Awards at ~~2018~~2020 Fiscal ~~Year-End~~Year-End” table below for a description of the vesting schedule of the GSUs reported in the ~~Grant~~“Grants of Plan-Based Awards in ~~2018~~2020” table above.

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~~Outstanding Equity Awards at 2018 Fiscal Year-End~~
— OUTSTANDING EQUITY AWARDS AT 2020 FISCAL YEAR-END

The following table provides information on the current holdings of stock options and unvested GSUs and PSUs by our named executive officers at December 31, ~~2018.~~2020.

Option Awards Stock Awards
Name Grant Date Number of Securities
Underlying
Unexercised Options
(#) Exercisable⁽¹⁾ Option
Exercise
Price⁽²⁾
($) Option
Expiration
Date Number of Shares
or Units of Stock
That Have Not
Vested
(#) Market Value of
Shares or Units of
Stock That Have
Not Vested⁽³⁾
($)
Larry Page — — — — — —
Sergey Brin — — — — — —
Eric E. Schmidt 2/5/2014 ⁽⁴⁾ — — — 5,492 5,738,920
2/5/2014 ⁽⁴⁾ — — — 5,492 5,687,570
2/2/2011 181,840 306.61 2/2/2021 — —
2/2/2011 181,840 305.39 2/2/2021 — —
Sundar Pichai 2/3/2016 ⁽⁵⁾ — — — 68,332 70,765,303
5/1/2013 ⁽⁶⁾ — — — 5,054 5,281,228
5/1/2013 ⁽⁶⁾ — — — 5,054 5,233,973
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 — —
Option Awards Stock Awards
Name Grant Date Number of
Securities
Underlying
Unexercised
Options
That Are
Exercisable⁽¹⁾
(#) Option
Exercise
Price⁽²⁾
($) Option
Expiration
Date Number of
Shares or
Units of Stock
That Have Not
Vested
(#) Market Value of
Shares or Units
of Stock That
Have Not
Vested⁽³⁾
($) Number of
Unearned
Shares or Units
of Stock That
Have Not
Vested⁽⁴⁾
(#) Market Value
of Unearned
Shares or Units
of Stock That
Have Not
Vested⁽³⁾
($)
Sundar Pichai 12/19/2019 ⁽⁵⁾ — — — 61,337 107,455,064 — —
12/19/2019 ⁽⁶⁾ — — — — — 69,004 120,886,728
4/4/2012 8,646 318.21 4/4/2022 — — — —
4/4/2012 8,646 316.94 4/4/2022 — — — —
Ruth M. Porat 5/6/2020 ⁽⁷⁾ — — — 27,955 48,973,805 — —
3/7/2018 ⁽⁸⁾ — — — 10,502 18,398,244 — —
Prabhakar Raghavan 5/6/2020 ⁽⁷⁾ — — — 30,387 53,234,378 — —
12/5/2018 ⁽⁹⁾ — — — 9,517 16,672,642 — —
Philipp Schindler 5/6/2020 ⁽⁷⁾ — — — 36,463 63,878,800 — —
3/7/2018 ⁽⁸⁾ — — — 18,264 31,996,336 — —
Kent Walker 5/6/2020 ⁽⁷⁾ — — — 27,955 48,973,805 — —
3/7/2018 ⁽⁸⁾ — — — 10,502 18,398,244 — —

~~ALPHABET INC.~~  ~~|  2019 Proxy Statement~~    48
~~Back to Contents~~
Option Awards Stock Awards
Name Grant Date Number of Securities
Underlying
Unexercised Options
(#) Exercisable⁽¹⁾ Option
Exercise
Price⁽²⁾
($) Option
Expiration
Date Number of Shares
or Units of Stock
That Have Not
Vested
(#) Market Value of
Shares or Units of
Stock That Have
Not Vested⁽³⁾
($)
Ruth M. Porat 3/7/2018 ⁽⁷⁾ — — — 31,506 32,627,929
2/3/2016 ⁽⁵⁾ — — — 13,176 13,645,197
David C. Drummond 3/7/2018 ⁽⁷⁾ — — — 31,506 32,627,929
4/4/2012 44,955 318.21 4/4/2022 — —
4/4/2012 44,955 316.94 4/4/2022 — —
4/4/2012 8,646 318.21 4/4/2022 — —
4/4/2012 8,646 316.94 4/4/2022 — —
4/6/2011 29,288 287.66 4/6/2021 — —
4/6/2011 29,288 286.52 4/6/2021 — —
12/1/2010 9,998 282.74 12/1/2020 — —
12/1/2010 9,998 281.61 12/1/2020 — —
3/4/2009 2,844 159.78 3/4/2019 — —
3/4/2009 2,844 159.14 3/4/2019 — —
(1) All outstanding options are fully vested and exercisable.
(2) The option exercise prices have been ~~retroactively~~ adjusted to reflect the April 2, 2014 stock split.
(3) 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, ~~2018,~~2020, which was ~~$1,044.96~~$1,751.88 per ~~share and $1,035.61 per share, respectively.~~share.
(4) The number of PSUs included in the table assumes achievement of market-based goals at the target level for each performance tranche.
(5) This award vests as follows: 1/1612^thof GSUs vested on ~~May~~March 25, ~~2015~~2020 and an additional 1/1612^thwill vest quarterly thereafter until the units are fully vested, subject to continued employment on such vesting dates.
~~(5)~~(6) This award vests as follows: Any PSUs vesting per the applicable grant agreement with respect to the January 1, 2020 to December 31, 2021 performance period (Target = 34,502 shares, but between 0 and 69,004 shares may vest in accordance with the market-based requirements in the applicable grant agreement) will vest within 45 days after December 31, 2021; and any PSUs vesting per the applicable grant agreement with respect to the January 1, 2020 to December 31, 2022 performance period (Target = 34,502 shares, but between 0 and 69,004 shares may vest in accordance with the market-based requirements in the applicable grant agreement) will vest within 45 days after December 31, 2022.
(7) This award vests as follows: 1/168^thof GSUs vested on ~~March~~June 25, ~~2016~~2020 and an additional 1/16^thwill vest quarterly thereafter until the units are fully vested, subject to continued employment on such vesting dates.
~~(6)~~(8) ~~This award vests as follows: 1/72~~^nd ~~of GSUs vested on May 25, 2013 and an additional 1/72~~^nd~~will vest monthly thereafter until the units are fully vested, subject to continued employment on such vesting dates.~~
~~(7)~~ This award vests as follows: 1/16^thof GSUs vested on March 25, 2018 and an additional 1/16^thwill vest quarterly thereafter until the units are fully vested, subject to continued employment on such vesting dates.
(9) This award vests as follows: 1/8^thof GSUs vested on March 25, 2020 and an additional 1/8^thwill vest quarterly thereafter until the units are fully vested, subject to continued employment on such vesting dates.

ALPHABET • 2021 PROXY STATEMENT 46
Back to Contents
1 Corporate
Governance 2 Director and
Executive
Compensation 3 Audit
Matters 4 Management
and Stockholder
Proposals 5 Questions and
Answers
~~Option Exercises and Stock Vested in Fiscal 2018~~
— OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 2020

The following table provides information for the named executive officers onregarding stock option exercises during the year ended December 31, ~~2018,~~2020, including the number of shares acquired upon exercise and the value realized, before payment of any applicable withholding tax and broker commissions, and GSUs that vested during the same ~~period.~~period, before payment of any applicable withholding tax.

Option Awards Stock Awards
Name Number of Shares
Acquired on Exercise
(#) Value Realized
on Exercise
($) ⁽¹⁾
       Number of Shares
Acquired on Vesting
(#) Value Realized
on Vesting
($) ⁽²⁾

Larry Page — — — —
Sergey Brin — — — —
Eric E. Schmidt — — 43,930 49,042,304
Sundar Pichai — — 452,589 468,537,431
Ruth M. Porat — — 23,677 25,610,555
David C. Drummond 62,588 60,167,027 81,289 83,560,946
Option Awards Stock Awards
Name Number of Shares
Acquired on
Exercise
(#) Value Realized
on Exercise⁽¹⁾
($) Number of Shares
Acquired on
Vesting
(#) Value Realized
on Vesting⁽²⁾
($)
Sundar Pichai 2,918 3,595,837 53,670 76,930,480
Ruth M. Porat — — 19,820 29,103,348
Prabhakar Raghavan — — 19,644 28,910,858
Philipp Schindler — — 30,418 44,505,072
Kent Walker — — 19,820 29,103,348
(1)
~~(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)
~~(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.

~~ALPHABET INC.~~  ~~|  2019 Proxy Statement~~    49
— POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
~~Back to Contents~~
~~Non-Qualified Deferred Compensation Plan~~
The following table provides information about contributions, earnings, and balances under our nonqualified deferred compensation plan in fiscal year 2018. We do not provide matching contributions to the deferred compensation plan.
Name Executive
Contributions
in 2018
($) Aggregate
Earnings
in 2018
($) ⁽¹⁾
Aggregate
Withdrawals/
Distributions
in 2018
($) ⁽²⁾
Aggregate Balance at
December 31, 2018
($) ⁽³⁾

Larry Page — — — —
Sergey Brin — — — —
Eric E. Schmidt — (592,700) 7,554,211 21,496,974
Sundar Pichai — (3,832) 4,422,051 0
Ruth M. Porat N/A N/A N/A N/A
David C. Drummond — — — —
~~(1)~~ The amount reported under Aggregate Earnings in 2018 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. For Eric and Sundar, none of the Aggregate Earnings in 2018 represent “above-market” earnings, and therefore are not included in the Summary Compensation Table.
~~(2)~~ The amount reported under Aggregate Withdrawals/Distributions in 2018 shows the net amount debited from each officer’s account as a result of scheduled distributions. The distributions and deferral periods were elected by participants before the amounts were deferred, in accordance with plan rules. These amounts are not included in the Summary Compensation Table because these are payouts of prior years’ earnings and contributions.
~~(3)~~ The amount reported under Aggregate Balance at December 31, 2018 shows the non-qualified deferred compensation account balance at the end of 2018. For reference, Eric’s previously reported Aggregate Balance at December 31, 2017 in the 2018 proxy statement was $29,643,886 and Sundar’s previously reported Aggregate Balance at December 31, 2017 in the 2018 proxy statement was $4,425,884.
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 Chief Financial Officer, Ruth is 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.
~~During 2018, no named executive officer received a bonus that would be eligible to be deferred under this plan.~~
~~Potential Payments Upon Termination or Change in Control~~

We have no agreements with ~~any of~~ our named executive officers that provide for additional or accelerated compensation ~~on the~~upon termination of the executive’s employment or a change in control of Alphabet, except as set forth below.
In the event of 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 and the target award for each tranche of Sundar’s PSUs will fully vest.
Effective December 17, 2019, the Leadership Development and Compensation Committee approved an amendment to Alphabet’s form of restricted stock unit agreement under ~~“Post-Employment~~the Amended and ~~Change~~Restated 2012 Stock Plan for future grants, such that, similar to GSUs granted to all other Alphabet employees, GSUs granted to 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 Sundar’s PSUs:
• Upon a termination of employment by reason of death (i) prior to the start of the performance period of a tranche or during the performance period of a tranche, the target number of PSUs for such tranche will immediately vest in full as of the date of such termination of employment and (ii) following the end of the performance period of a tranche but prior to the determination date with respect to such tranche, 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 a tranche but after the start of the performance period with respect to such tranche, the number of PSUs earned based on actual performance will be prorated based on the number of calendar days in the performance period Sundar was performing services and the pro rata portion will vest as of the determination date.
The table on page 4548 of this proxy ~~statement.~~statement shows our estimates of the value each of our named executive officers would have received if their unvested GSUs (and in Sundar’s case, PSUs) had become fully vested as a result of termination of employment by reason of a change in control, death, or in the case of Sundar, by Alphabet without cause (as defined in the PSU Agreement) occurring on December 31, 2020. All stock options held by our named executive officers as of December 31, 2020 are fully vested.

~~ALPHABET INC.~~  ~~|  2019 Proxy Statement~~    50
ALPHABET • 2021 PROXY STATEMENT 47

Back to Contents
~~EQUITY COMPENSATION PLAN INFORMATION~~
1 Corporate
Governance 2 Director and
Executive
Compensation 3 Audit
Matters 4 Management
and Stockholder
Proposals 5 Questions and
Answers

The following table summarizes our equity compensation plan information as of December 31, 2018. Information is included for equity compensation plans approved by our stockholders and equity compensation plans not approved by our stockholders. There are no shares of Class B Common Stock issued and outstanding under any of our current equity compensation plans. We will not grant equity awards in the future under any of the equity compensation plans not approved by our stockholders included in the table below.
Name Estimated Benefit of
Equity Acceleration Upon
Change in Control ($)⁽¹⁾ Estimated Benefit of
Equity Acceleration
Upon Death ($)⁽¹⁾⁽²⁾ Estimated Benefit of
Equity Acceleration
Upon Termination
without Cause ($)⁽³⁾
Sundar Pichai 228,341,791 228,341,791 50,370,054
Ruth M. Porat 67,372,049 48,973,805 —
Prabhakar Raghavan 69,907,020 53,234,378 —
Philipp Schindler 95,875,137 63,878,800 —
Kent Walker 67,372,049 48,973,805 —

Plan Category Class of
Common
Stock/Capital
Stock (a)
Common/
Capital
Shares to be
Issued Upon
Exercise of
Outstanding
Options and
Rights(#) (b)
Weighted-
average
Exercise
Price of
Outstanding
Options and
Rights
($/Share) ⁽¹⁾
(c)
Common/
Capital Shares
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in
Column (a))(#)
Equity compensation plans approved by our stockholders Class A 681,271 ⁽²⁾ 278.26 – ⁽³⁾
Equity compensation plans approved by our stockholders Class C 19,086,944 ⁽⁴⁾ 279.00 43,348,134 ⁽⁵⁾
Equity compensation plans not approved by our stockholders Class A 48,614 ⁽⁶⁾ 225.00 —
Equity compensation plans not approved by our stockholders Class C 80,698 ⁽⁷⁾ 218.82 —
Total Class A 729,885 274.63 —
Total Class C 19,167,642 275.32 43,348,134 ⁽⁵⁾
Total Class A and Class C 19,897,527 274.97 43,348,134 ⁽⁵⁾
(1) The ~~weighted average exercise~~estimated benefit amount of equity acceleration was calculated by multiplying the number of unvested GSUs, and in Sundar’s case, the target number of PSUs, by the closing 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 666,055 shares, and GSUs representing the right to acquire 15,216 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 650,418 shares~~ of Class C capital stock and GSUs representing the right to acquire 15,216 shares of Class C capital stock outstanding under our 2004 Stock Plan, and GSUs representing the right to acquire 18,421,310 shares of Class C capital stock outstanding under our 2012 Stock Plan.on December 31, 2020, which was $1,751.88 per share.
~~(5)~~(2) ~~Consists~~The amendment of ~~shares~~Alphabet’s form of ~~Class C capital~~restricted stock ~~authorized to be issued pursuant to~~unit agreement under the ~~Google Inc.~~Amended and Restated 2012 Stock Plan, which was approved by our stockholders at the 2012 Annual Meeting of Shareholders, assumed by Alphabet in October 2015, amended at the 2015, 2016, 2017, and 2018 Annual Meetings of Stockholders and further amendedadopted by the Leadership Development and Compensation Committee on ~~April 18, 2019. Of this~~December 17, 2019 for future grants, that provides for equity acceleration upon death is applicable to the equity awards granted after the adoption date.
(3) The estimated benefit amount ~~11,500,000 shares~~ of equity acceleration reflects prorated achievement of market-based goals at the target level for each tranche of Sundar’s 2019 PSU award. As of December 31, 2020, one-half of the first performance period tranche (January 2020 to December 2021) has been completed and one-third of the second performance period tranche (January 2020 to December 2022) has been completed. The value shown was calculated by multiplying ½ the target number of PSUs for the first performance period tranche and ⅓ the target number of PSUs for the second performance period tranche by the closing price of our Class C capital stock ~~authorized to be issued under the Alphabet Inc. 2012 Stock Plan pursuant to the amendment approved by the stockholders~~ on ~~June 8, 2018, were added to the pool and became available for future issuance in February 2019.~~
~~(6)~~ ~~Consists of shares of Class A common stock to be issued upon exercise of outstanding stock options under the following plans~~December 31, 2020, which have been assumed by us in connection with certain of our acquisition transactions: 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 (i) exercise of outstanding stock options that were distributed as a dividend to the issued and outstanding Class A stock options in April 2014 in connection with the stock split under the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and (ii) exercise of outstanding stock options and vesting of 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 Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May 2012 and (ii) vesting of restricted stock units issued and outstanding under the bebop Technologies, Inc. Award Plan and Apigee Corporation 2015 Equity Incentive Plan; such unvested restricted stock units were assumed by us in connection with our acquisition of bebop Technologies, Inc. in December 2015 and Apigee Corporation in November 2016. No further grants may be made under any of these plans.was $1,751.88 per share.

~~ALPHABET INC.~~  ~~|  2019 Proxy Statement~~    51
— ALPHABET CEO PAY RATIO
~~Back to Contents~~
~~ALPHABET CEO PAY RATIO~~

The following table sets forth the ratio of Alphabet Chief Executive Officer ~~Larry’s~~Sundar’s total compensation to that of Alphabet’s median employee for the year ended December 31, ~~2018.~~2020.

Chief Executive Officer total ~~annual~~ compensation in 2020 $17,425,547
Median Employee total ~~annual~~ compensation in 2020 $~~246,804~~273,493
Ratio of Chief Executive Officer to Median Employee total ~~annual~~ compensation ~~1:246,804 or 0.000004~~27 : 1
In 2017, we granted half-size transitional equity awards to align our equity compensation cycle to the calendar year. In 2018, we resumed granting full-size equity awards, resulting in a year-over-year increase in the median employee total annual compensation.

To determine the median employee compensation, we analyzed all of Alphabet’s employees, excluding Alphabet’s Chief Executive Officer, as of December 31, ~~2018.~~2020. We annualized wages and salaries for employees that were not employed for the full year. We used base salary and actual bonus as the consistently applied compensation metric 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 compensation of our named executive officers in the Summary Compensation Table on page ~~47.~~44.
ALPHABET • 2021 PROXY STATEMENT 48
Back to Contents
EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes our equity compensation plan information as of December 31, 2020. Information is included for equity compensation plans approved by our stockholders and equity compensation plans not approved by our stockholders. There are no shares of Class B Common Stock issued and outstanding under any of our current equity compensation plans. We will not grant equity awards in the future under any of the equity compensation plans not approved by our stockholders included in the table below.
Plan Category Class of
Common
Stock/Capital
Stock (a)
Common/
Capital
Shares to be
Issued Upon
Exercise of
Outstanding
Options and
Rights
(#) (b)
Weighted-
average
Exercise
Price of
Outstanding
Options and
Rights⁽¹⁾
($/Share) (c)
Common/
Capital Shares
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in
Column (a))
(#)
Equity compensation plans approved by our stockholders Class A 22,910 ⁽²⁾ 304.27 — ⁽³⁾
Equity compensation plans approved by our stockholders Class C 19,305,531 ⁽⁴⁾ 302.00 38,777,812 ⁽⁵⁾
Equity compensation plans not approved by our stockholders Class A 7,688 ⁽⁶⁾ 226.50 —
Equity compensation plans not approved by our stockholders Class C 8,603 ⁽⁷⁾ 225.82 —
Total Class A 30,598 284.69 —
Total Class C 19,314,134 283.03 38,777,812 ⁽⁵⁾
Total Class A and Class C 19,344,732 283.81 38,777,812 ⁽⁵⁾
(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 22,857 shares, and GSUs representing the right to acquire 53 shares of our Class A common stock outstanding under our 2004 Stock Plan.
(3) We granted Class A common stock under the 2004 Stock Plan that expired in April 2014. No further grants may be made under the 2004 Stock Plan.
(4) Consists of stock options to purchase 25,948 shares of Class C capital stock and GSUs representing the right to acquire 46 shares of Class C capital stock outstanding under our 2004 Stock Plan, and GSUs representing the right to acquire 19,279,537 shares of Class C capital stock outstanding under our Amended and Restated 2012 Stock Plan.
(5) Consists of shares of Class C capital stock authorized to be issued pursuant to the Google Inc. 2012 Stock Plan, which was approved by our stockholders at the 2012 Annual Meeting of Stockholders, assumed by Alphabet in October 2015, amended at the 2015, 2016, 2017, 2018 Annual Meeting of Stockholders, amended and restated at the 2019 Annual Meeting of Stockholders, and amended at the 2020 Annual Meetings of Stockholders.
(6) Consists of shares of Class A common stock to be issued upon exercise of outstanding stock options under the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan which was assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May 2012. No further grants may be made under this plan.
(7) Consists of shares of Class C capital stock to be issued upon exercise of outstanding stock options that were distributed as a dividend to the issued and outstanding Class A stock options in April 2014 in connection with the stock split under 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 this plan.
ALPHABET • 2021 PROXY STATEMENT 49
Back to Contents
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Principal Accountant Fees and Services~~
— PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth all fees paid or accrued by us for the audit and other services provided by Ernst & Young LLP during the years ended December 31, ~~2017~~2019 and ~~2018~~2020 (in thousands):

2017
($) 2018
($) 2019
($) 2020
($)
Audit Fees⁽¹⁾ 16,742 16,072 20,112 21,718
Audit-Related Fees⁽²⁾ 4,365 6,232 7,185 6,652
Tax Fees⁽³⁾ 4,547 4,377 1,944 988
Other Fees⁽⁴⁾ 334 764 608 1,871
Total Fees 25,988 27,445
TOTAL FEES 29,848 31,229
(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) Audit-Related Fees: This category consists primarily of system and organization controls reporting and other attest services related to information systems.
(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) Other Fees: This category consists of fees for permitted services other than the services reported in audit fees, audit-related fees, and tax fees.

~~Auditor Independence~~
— AUDITOR INDEPENDENCE

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

~~ALPHABET INC.~~  ~~|  2019 Proxy Statement~~    52
ALPHABET • 2021 PROXY STATEMENT 50

Back to Contents
1 Corporate
Governance 2 Director and
Executive
Compensation 3 Audit
Matters 4 Management
and Stockholder
Proposals 5 Questions and
Answers
~~Pre-Approval Policies and Procedures~~
— PRE-APPROVAL POLICIES AND PROCEDURES

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

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

• the service is identified as a permitted service, as determined by the Audit and Compliance 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 and Compliance Committee, or the delegate of the Audit and Compliance 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 and Compliance Committee delegate, the auditor may be engaged to commence the service but the service must still be presented to the full Audit and Compliance Committee at its next scheduled meeting.

All services provided to us by Ernst & Young LLP in ~~2017~~2019 and ~~2018~~2020 were pre-approved by the Audit and Compliance Committee.

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

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

The Audit and Compliance Committee oversees Alphabet’s financial reporting process and internal control structure on behalf of the Board of Directors. 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, ~~2018, as amended.~~2020. The Audit and Compliance Committee has also discussed with Ernst & Young LLP, Alphabet’s independent auditors, the matters required to be discussed by Auditing Standard No. 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 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, ~~2018.~~2020.

AUDIT AND COMPLIANCE COMMITTEE

Ann Mather,Chair
Roger W. Ferguson Jr.
Alan R. Mulally

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MANAGEMENT PROPOSALS TO BE VOTED ON

Proposal Number 1 Election of Directors

Nominees

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

• Larry Page,
• Sergey Brin,
• Sundar Pichai,
• John L. Hennessy,
• Frances H. Arnold,
• L. John Doerr,
• Roger W. Ferguson Jr.,
• Ann Mather,
• Alan R. Mulally,
• ~~Sundar Pichai,~~
• K. Ram Shriram, and
• Robin L. Washington

as nominees for election as members of our Board of Directors at the Annual Meeting. At the Annual Meeting, ~~ten~~eleven directors will be elected to the Board of Directors. Eric and Diane, who are currently serving on our Board of Directors, are not nominees for election at the Annual Meeting and their terms as directors will end at the Annual Meeting. We thank them for their extraordinary contributions over many years.

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 ~~23-26~~17 and ~~30-32~~27 of this proxy statement contain more information about the leadership skills and other experiences that caused the Nominating and Corporate Governance Committee and the Board of Directors to determine that these nominees should serve as directors of Alphabet.

Required Vote

~~The ten nominees receiving~~We have implemented a majority voting standard for elections of directors. To be elected, a nominee must receive the ~~highest number of~~ affirmative “FOR” ~~votes shall be elected~~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” these nominees.

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

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OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION TO THE BOARD OF DIRECTORS OF EACH OF THE ABOVEMENTIONED NOMINEES.
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Proposal Number 2 Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit and Compliance 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, ~~2019.~~2021. During the fiscal year ended December 31, ~~2018,~~2020, 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 ~~pages 52-53~~page 50 of this proxy statement.

The Audit and Compliance 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 and Compliance Committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the Audit and Compliance 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 and Compliance 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.

Required Vote

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2019~~2021 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 “FOR” ratification of the appointment of Ernst & Young LLP.

Alphabet Recommendation

~~Our Board of Directors recommends a vote FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.~~
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, 2021.

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Proposal Number 3 Approval of ~~Amendment and Restatement of~~ Alphabet’s ~~2012~~2021 Stock Plan

At the Annual Meeting, stockholders will be asked to approve the amendment and restatement of the Alphabet Inc. 2012 Stock Plan, as amended (the Plan), in order to increase the maximum number of shares ofOn April 14, 2021, our Class C capital stock that may be issued under the Plan by 3,000,000 shares. The amended and restated Plan also includes certain revisions in light of changes in the tax treatment of performance-based awards.
In April 2019, the Leadership Development and Compensation Committee recommended and the full Board of Directors adopted, subject to stockholder approval, the amendment and restatement of the Plan to increase the share reserve by 3,000,000 shares of Class C capital stock. Our stockholders have previously authorized us to issue under the Plan up to a total of 85,000,000 shares of Class C capital stock, subject to adjustment upon certain changes in our capital structure. The amendment and restatement of the Plan would also revise or eliminate certain provisions as a result of changes in the tax treatment of performance-based awards.
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. The proposed share reserve increase would allow Alphabet to continue its current granting practices.
As of December 31, 2018, of the 85,000,000 shares of Class C capital stock authorized for issuance under the Plan, 43,348,134 shares of stock remained available for future grants of stock awards, 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 the Alphabet Inc. 2021 Stock Plan (2021 Stock Plan or Plan), subject to ~~stockholder~~the approval ~~an increase in~~of our stockholders at the ~~maximum number of shares of Class C capital stock issuable~~Annual Meeting. We are submitting the 2021 Stock Plan to our stockholders for approval. The Plan is intended as the successor to the Alphabet Inc. Amended and Restated 2012 Stock Plan (2012 Plan). If the 2021 Stock Plan is approved by the stockholders at the Annual Meeting, no additional awards will be granted under the 2012 Plan. From and after such time, all outstanding awards granted under the 2012 Plan ~~by 3,000,000 shares to a total of 88,000,000 shares of our Class C capital stock,~~will remain subject to ~~adjustment upon certain changes in our capital structure.~~the terms of the 2012 Plan.

On December 20, 2017, Section 162(m) of the Internal Revenue Code was amended to remove the exception permitting the deductibility of qualifying performance-based compensation. In light of these changes, the Leadership Development and Compensation Committee recommended, and the full Board of Directors approved, amendments to the Plan to eliminate certain Plan provisions applicable to awards that were intended to qualify for the eliminated performance-based compensation exception, including annual share and cash limits on individual awards, limitations on the exercise of discretion and the timing and selection of performance measures.
Summary of the Plan

The material features of the 2021 Stock Plan are summarized below. This summary is qualified in its entirety by reference to the full text of the 2021 Stock Plan, which is set forth in Appendix A to this proxy statement.

Purpose

The Board of Directors of Google originally adopted the Plan in April 2012, and it was approved by the stockholders of Google in June 2012. The Plan was subsequently assumed by Alphabet in October 2015 and amended by the Board of Directors, the Leadership Development and Compensation Committee and stockholders in 2015, 2016, 2017, and 2018. The2021 Stock 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~~our 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~~shall administer the 2021 Stock 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:~~to (1) designate the employees and consultants of the Company and members of ~~the~~our 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 2021 Stock Plan in a non-uniform manner among participants. The Leadership Development and Compensation Committee may delegate to a subcommittee of one or more members of ~~the~~our 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.

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Eligibility

Any employee or consultant of, or person who renders services directly or indirectly to, the Company and any member of ~~the~~our Board of Directors is eligible for selection by the Leadership Development and Compensation Committee to receive an incentive award under the 2021 Stock Plan (such a person who is selected to receive an incentive award is referred to herein as a participant). As of December 31, ~~2018,~~2020, the Company had ~~98,771 full-time~~approximately 135,301 employees and eleven members of the Board of Directors (including ~~five~~three employee directors).

Shares Subject to the Plan

~~Currently, the~~The maximum number of shares of Class C capital stock that may be covered by incentive awards granted under the 2021 Stock Plan shall not exceed ~~85,000,000~~60,010,002 shares in the ~~aggregate. Currently,~~aggregate, which is the ~~maximum number~~sum of (i) 3,500,000 new 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 85,000,000 shares in the aggregate. As of December 31, 2018, of the 85,000,000and (ii) 56,510,002 shares of Class C capital stock ~~authorized~~consisting of (A) the number of shares available for future issuance under the 2012 Plan ~~43,348,134~~as of April 14, 2021, the date our Board of Directors approved the 2021 Stock Plan, and (B) the number of unvested shares granted and outstanding under the 2012 Plan as of ~~stock remained available for future grant of stock awards. Assuming stockholders approve this proposal, a total of 88,000,000 shares of Class C capital stock will have been reserved for~~April 14, 2021 that may expire, be forfeited, canceled, or otherwise terminated without issuance, ~~pursuant~~or are settled in cash, or tendered (either actually or through attestation) to the ~~Plan. Assuming stockholders approve this proposal, the maximum number~~Company in payment 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 88,000,000.~~any obligation in connection with an award.

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 2021 Stock Plan. In addition, shares of Class C capital stock related to incentive awards that expire,
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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~~Alphabet 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 ~~22, 2019,~~6, 2021, the ~~market value of~~closing price on NASDAQ for a share of Class C capital stock was ~~$1,248.84.~~$2,224.75.

Award Types

The 2021 Stock 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~~of the 2021 Stock 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.

In addition, in order to retain and compensate the non-employee 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 non-employee directors. Stock-based awards may be in the form of any of the following, in each case in respect of Class C capital stock: (a) stock 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 Class C capital stock) that the Leadership Development and Compensation 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 (i) retainers, (ii) meeting-based fees or (iii) any other cash award that the Leadership Development and Compensation Committee determines to be consistent with the purposes of the Plan and the interests of the Company. Aggregate awards granted to any non-employee director in respect of any calendar year, solely with respect to his or her service as a non-employee director, 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. Our Board of Directors will reassess this cap at least once every five years.
Stock Options

The 2021 Stock 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.
Terms Applicable to Stock Options.A stock option granted to a participant under the 2021 Stock 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 2021 Stock 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~~cannot not exceed $100,000, or such other maximum amount as is then applicable under Section 422 of the Code, and (4) no ISO may
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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. The maximum number of shares of Class C Capital Stock that may be covered by incentive awards granted under the 2021 Stock Plan that are intended to be ISOs shall not exceed 60,010,002 shares in the aggregate. Any stock option granted under the 2021 Stock 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.
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Repricing ~~Prohibited.~~Not Permitted. The 2021 Stock Plan does not permit Alphabet ~~may not~~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 ~~U.S. generally accepted accounting principles (GAAP),~~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.

~~Non-Employee Director Awards~~Term

~~Any~~No grants of incentive awards ~~granted to non-employee members of the Board of Directors~~may be made 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 December 31, 2018, there were six non-employee members of the Board of Directors.after June 2, 2031.

~~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~~Our Board of Directors may at any time suspend or discontinue the 2021 Stock Plan or revise or amend the Plan in any respect whatsoever, provided that to the extent that any applicable law, tax requirement, or rule of a stock exchange requires stockholder approval in order for any such revision or amendment to be effective, such revision or amendment shall not be effective without such approval. No amendment will be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code. Except as expressly provided in the Plan, no action under the Plan may, without the consent of a participant, reduce the participant’s rights under any previously granted and outstanding incentive award.

Adjustments Upon Certain Changes

The 2021 Stock 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~~effecting 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, (2) in the event of an increase or decrease in the number or type of issued shares of common or capital stock of Alphabet without receipt or payment of consideration by the Company, the Leadership Development 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~~an extraordinary cash dividend, spin off or 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
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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.
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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 ~~portion~~installment of restricted stock, the participant will recognize ordinary income in an amount equal to the fair market value of the ~~vested~~ shares with respect to which the restrictions lapse, unless the participant elected to realize ordinary income in the year of the ~~grant~~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) are~~is granted. ~~When GSUs vest, the~~The participant will recognize ordinary income at the time the restricted stock units 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), as amended. A “covered employee” includes each individual who served as Alphabet’s Chief Executive Officer or Chief Financial Officer at any time during the taxable year, each of the three other most highly compensated officers of the Company for the taxable year, and any other individual who was a covered employee of the Company for the preceding tax year beginning after December 31, 2016.

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

New Plan Benefits

~~The amount and timing~~As of the date of this proxy statement, no awards ~~granted~~have been made under the 2021 Stock Plan. The benefits or amounts that will be received by or allocated to each named executive officer, all current executive officers as a group, all directors who are not executive officers as a group, and all employees who are not executive officers as a group under the 2021 Stock 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.~~presently determinable.

Required Vote

Approval of the ~~proposed amendment and restatement of the~~2021 Stock Plan ~~to increase the maximum number of shares of our Class C capital stock that may be issued under the Plan by 3,000,000 shares~~ 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.~~thereon, voting together as a single class. Unless marked to the contrary, proxies received will be voted “FOR” approval of the ~~amendment and restatement of the~~2021 Stock Plan.

Alphabet Recommendation

We believe strongly that the approval of the ~~increase in the number of Class C capital stock issuable under the~~2021 Stock Plan ~~by 3,000,000 shares~~ is essential to our continued success. Our employees are among our most valuable assets. ~~Equity~~Restricted stock units, stock options and other awards such as those provided under the 2021 Stock 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.
For the reasons stated above the stockholders are being asked to approve the ~~amendment and restatement of the~~2021 Stock Plan.

~~Our Board of Directors recommends a vote FOR the approval of the increase in the number of Class C capital stock issuable under the amended and restated Plan by 3,000,000 shares.~~
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE 2021 STOCK PLAN.

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STOCKHOLDER PROPOSALS

We engage with our stockholders and other stakeholders throughout the year to discuss important issues, including environmental sustainability; diversity, equity, and inclusion (DEI); executive compensation; and content governance. This 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 consider this feedback as we evaluate our approaches and review them with our Board of Directors. We provide updates on our efforts through our Investor Relations website at https://abc.xyz/investor/, our Annual Report, and our Keyword blog at https://www.blog.google/.
Various stockholders have submitted Proposal Numbers ~~4-16 are proposals we received from our stockholders. If the proponents of~~4-11. Stockholders will vote on these proposals ~~or representatives who are qualified under state law, are present~~ at our Annual Meeting if the proponents or their qualified representatives present their proposals at the Annual Meeting and submit ~~the proposals~~them for a ~~vote, then the proposals will be voted upon. The stockholder~~vote. Stockholder proposals, including any supporting statements, are included exactly as submitted to us by ~~the proponents of these proposals. The~~their proponents.
Our Board of Directors’ recommendation on each stockholder proposal ~~is presented~~ immediately ~~following~~follows our opposing ~~statement to the proposal. We will promptly provide you with the name, address, and, to our knowledge, the~~statement. A number of ~~voting securities held~~the proposals touch on matters that we believe are being appropriately handled by our management and/or our Board of Directors. While a number of these proposals contain claims that we believe are incorrect or misleading, we have not attempted to refute all of them. We do appreciate the ~~proponents~~concerns raised in many of the ~~stockholder~~ proposals, ~~upon receiving~~and in many cases we have already taken actions to address them, rendering the implementation of a ~~written~~specific proposal unnecessary or ~~oral request directed to:~~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. Some examples of those initiatives include:

• Environmental Sustainability: Google has been carbon neutral since 2007. In 2019, for the third consecutive year, we matched 100% of our electricity consumption with renewable energy purchases. We are the largest annual corporate purchaser of renewable energy in the world, based on megawatt-hours of renewable electricity purchased. In 2020, we neutralized our entire legacy carbon footprint since our founding, making Google the first major company to achieve carbon neutrality for its entire operating history. In our third decade of climate action, we have set our most ambitious goal yet: to run our business on carbon-free energy everywhere, at all times, by 2030. Read more about Google’s environmental sustainability efforts at google.com/sustainability and see our 2020 Environmental Report at https://www.gstatic.com/gumdrop/sustainability/google-2020-environmental-report.pdf.
• DEI Programs: We are also in the course of scaling our DEI efforts and providing more transparency about that work. Since 2018, we increased representation for women globally, and for Black+ and Latinx+ employees in the U.S. And in 2020 we announced our Racial Equity Commitments, focused on building sustainable equity for our Black community and making our products and programs helpful for everyone. More information on Google’s diversity efforts and racial equity commitments is available at google.com/ diversity and about.google/commitments/racialequity/. In 2020, we also committed to updating our workplace DEI policies and practices, and our DEI Advisory Council will be reporting quarterly to the Leadership Development and Compensation Committee on our progress against these commitments.
• ~~Alphabet Inc.~~ ~~Email: corporatesecretary@abc.xyz~~ ~~(650) 253-3393~~ Executive Compensation: In recent months, the Leadership Development and Compensation Committee has explored incorporating ESG goals into individual performance reviews. In 2022, we plan to introduce a bonus program for members of Google’s senior executive team that takes into account efforts to further ESG goals.
• ~~Attn: Corporate Secretary~~ Content Governance: Our Transparency Report (available at transparencyreport.google.com) shares data on how we handle content that violates our policies, as well as how we handle government requests for removal of content. YouTube’s Community Guidelines covering what is allowed on YouTube, are available at www.youtube.com/about/policies/#community-guidelines. By using a combination of smart detection technology and highly trained human reviewers, YouTube has been able to enforce its policies more and more quickly. We also release a quarterly enforcement report, which includes information on channel removals, removal of comments, the policy reasons for removal, and most recently, data on appeals (transparencyreport.google.com/youtube-policy/removals).
• ~~1600 Amphitheatre Parkway~~
~~Mountain View, California 94043~~ Competition: We believe our products like Search, Gmail, and Maps help users every day. They increase choice and expand competition, leveling the playing field for small businesses around the world. We have set forth our approach to competition in the U.S., including facts about Google’s business, our competition, latest relevant news, and other helpful links, at https://blog. google/competition#overview. We provide information on competition in Europe’s digital markets, including our efforts to promote modern rules that encourage competition without harming product quality or stifling innovation, at https://blog.google/EU-digital-markets#regulation. We believe our clear approach to competition issues appropriately keeps stakeholders apprised of these issues.

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For these reasons and others set forth in our opposing statements, we generally disagree with the proposals requesting other specific additional reports or initiatives that do not fully recognize or reflect the actions we are already taking to address such issues, the clear oversight responsibilities and structures we have in place to evaluate and monitor our progress, and our ongoing commitment to transparency.
Upon receiving an oral or written request, we will promptly provide the name, 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. Email: corporatesecretary@abc.xyz (650) 253-3393
Attn: Corporate Secretary
1600 Amphitheatre Parkway
Mountain View, California 94043
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Proposal Number 4 Stockholder Proposal Regarding Equal Shareholder Voting

Give Each Share an Equal Vote

RESOLVED:

Shareholders request that our Board take all practicable steps in its control to initiate and adopt a recapitalization plan for all outstanding stock to have one vote per share. We recommend that this be done through a phase-out process in which the board would, atwithin seven years or other timeframe justified by the ~~earliest practicable time,~~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, ~~each share of Class A common stock has one vote and each share of~~ Class B ~~common~~ stock has 10 ~~votes.~~times the voting rights of Class A. As a result, Mr. Page and Mr. Brin currently control over 51% of our company’s total voting power, while owning less than ~~13%~~12% of ~~stock.~~stock – and will continue to do so even though they have stepped down from leading our company. This raises concerns that the interests of public shareholders may be subordinated to those of our co-founders.

~~When certain stock have more~~Due to this voting ~~power than other stock,~~structure, our company takes ~~our~~ public shareholder money but ~~does not let us have~~refuses shareholders 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) in 2012,~~it was primarily the weight of the insiders’ 10 votes per share ~~allowed~~that permitted the ~~passage~~creation of ~~this proposal.~~a non-voting class of stock (class C) despite the fact that the “majority of [shareholders] voted to oppose the maneuver.” The New York Times reported that “only about 12.7 percent of Google’s Class A stockholders — other than Mr. Brin, Mr. Page and other Google directors and employees — voted in support of issuing the Class C stock … With little regard for the shareholders’ opinion, Google continued with the plan.”

On July 31, 2017, the S&P Dow Jones Indices announced that the S&P Composite 1500 and its component indices will no longer add companies with multiple share class structures. This change reflects a toughening stance by index firms and the investors they represent who increasingly emphasize the importanceA variety of corporate governance ~~rights.~~experts illustrate a growing concern about multi-class share structures:

In reaction to the change at the S&P, the executive director of the Council of Institutional Investors (CII) stated: “Multiclass structures...rob shareholders of the power to press for change when something goes wrong, which happens sooner or later at most if not all companies...Shareholders at such companies have no say in electing the directors who are supposed to oversee management.”
• As of July 2017, the S&P Dow Jones Indices announced that certain indices will no longer add companies with multiple share class structures;
• The Council for Institutional Investors (CII) recommends a seven year phase-out of dual class share offerings. The International Corporate Governance Network supports CII’s recommendation “to require to a time-based sunset clause for dual class shares to revert to a traditional one-share/one-vote structure no more than seven years after a company’s IPO date.”
• The Investor Stewardship Group recommends that “shareholders should be entitled to voting rights in proportion to their economic interest” and “boards should have a strong, independent leadership structure.”
• As of November 2, 2019, Institutional Shareholder Services (ISS), which rates companies on governance risk, gave our company a 10, its highest risk category, for the Governance QualityScore.

~~CII recommends a seven year phase-out of dual class share offerings. The International Corporate Governance Network supports CII’s recommendation “to require~~Shareholders are encouraged to ~~a time-based sunset clause for dual class shares~~vote FOR this good governance request to revert to a traditional one-share/one-vote structure no more than seven years after a company’s IPO date.” Independent analysts appear to agree with our concerns. As of November 1, 2018, Institutional Shareholder Services (ISS), which rates companies on governance risk, gave our company a 10, its highest risk category, for the Governance QualityScore. ISS rates ourallow better shareholder ~~rights and compensation a 10, and our board is rated a 9, also indicating relatively higher risk according to ISS.~~oversight.

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,~~Co-Founders, Larry and Sergey, in their letter to our stockholders at the time of Google’s initial public offering in 2004: “We“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~~.” They reiterated their commitment to our long-term focus in their April 2012 letter to our ~~stockholders.~~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.
We believe that our success is owed in large part to the leadership and vision originated by our Co-Founders, Larry and Sergey, and carried on today by Alphabet CEO Sundar Pichai, who wrote in his letter to our stockholders in 2018: “We are fortunate to have a timeless mission, and the way we approach it continues to evolve. Each phase change has been the result of careful, long-term ~~view.~~planning that began by placing big bets in areas we believed would pay big dividends for society 5, 10, even 20 years down the road.” Through their collective 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 insulates us from short-term pressures and gives us greater ability to focus on long-term interests than might otherwise be the case.
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The dual class capital structure with two classes of common stock (Class A common stock with one (1) vote per share and Class B common stock with ten (10) 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), was approved by ~~votes representing~~ a majority of the voting power 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, which is disclosed in detail in our public filings with the ~~SEC, and many~~SEC. Many are attracted to our stock by the long-term stability that Larry and Sergey continue to provide to the company as active Board members, our ~~Founders and~~ largest Class B stockholders, ~~Larry~~ and ~~Sergey, provide to the company.~~
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We believe that our success is owed in large part to the leadership and vision provided by our Founders. 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.Co-Founders.

Further, we have established a robust governance structure to ensure independent oversight of the management team. ~~In January~~Since 2018, John L. Hennessy ~~was appointed by our Board of Directors to serve~~has served as our non-executive, independent ~~Chairman.~~Chair. Our Board of Directors believes that he is best positioned to develop agendas that ensure that our Board of Directors’ time and attention are focused on the most critical matters for the company and ~~its~~our stockholders. His role enables decisive leadership and enhances accountability. Our ~~Chairman,~~Chair, along with the other independent members of our Board of Directors who together currently comprise more than 70% of our Board of Directors, provide oversight of, and valuable guidance to Alphabet CEO Sundar Pichai and our management ~~including Larry and Sergey, and hold them accountable.~~team. As such, we believe ~~the~~our current corporate governance structure is sound and effective.

Our Board of Directors believes that our capital structure combined with our governance structure has provided significant stability to the company, and is therefore in the best interests of our stockholders. Accordingly, our Board of Directors recommends that stockholders vote “AGAINST” this proposal.

Required Vote

Approval of the stockholder proposal requires the affirmative “FOR” 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” the stockholder proposal.

Alphabet Recommendation

~~Our Board of Directors recommends a vote “AGAINST” the stockholder proposal.~~
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” THE STOCKHOLDER PROPOSAL.

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Proposal Number 5 Stockholder Proposal Regarding ~~Inequitable Employment Practices~~Nomination of Human Rights and/or Civil Rights Expert to Board

RESOLVED that shareholders of Alphabet Inc. (“Alphabet”) urge the Board of Directors to adopt a policy that Alphabet will not engage in any Inequitable Employment Practice. “Inequitable Employment Practices” are mandatory arbitration of employment-related claims, non-compete agreements with employees, agreements with other companies not to recruit one another’s employees, and involuntary non-disclosure agreements (“NDAs”) that employees are required to sign in connection with settlement of claims that any Alphabet employee engaged in unlawful discrimination or harassment.HUMAN/CIVIL RIGHTS EXPERT ON BOARD

~~SUPPORTING STATEMENT~~RESOLVED: Shareholders request that Alphabet’s Nominating and Corporate Governance Committee nominate for the next Board election at least one candidate who:
• has a high level of human and/or civil rights expertise and experience and is widely recognized as such, as reasonably determined by Alphabet’s Board, and
• will qualify as an independent director within the meaning of the listing standards of the New York Stock Exchange.
WHEREAS: Shareholders believe Alphabet requires expert, board level oversight of civil and human rights issues to assess risk and develop strategy to avoid causing or contributing to widespread violations of human or civil rights, such as supporting hate campaigns, privacy violations, or violence.
Shareholders are concerned Alphabet’s content governance has proven ineffectual and poses risk to shareholder value. Alphabet has extraordinary impact on human and civil rights, controlling an estimated 90 percent of the search market. Nearly two billion people use YouTube monthly, with YouTube’s recommendation algorithm driving approximately 70 percent of viewing.
Civil rights advocates have criticized Alphabet for failing to address hate speech that targets communities of color and marginalized groups. YouTube launched a 100 million dollar fund for black creators, yet the New York Times reports YouTube has been “successfully weaponized by racists...to undermine Black Lives Matter.” The company faces a class action lawsuit from black creators alleging Alphabet violated laws intended to prevent racial discrimination.
The Christchurch terrorist attack in New Zealand, broadcast on YouTube, led to a global call to limit the spread of extremist content. Prime Minister Jacinda Ardern said: “We cannot simply sit back and accept that these platforms just exist and that what is said on them is not the responsibility of the place where they are published.” Yet, 2020 research found YouTube radicalized viewers by steering them to videos espousing increasingly extremist ideologies.

In ~~recent years, companies have increasingly relied on a suite~~2019, employees — Googlers for Human Rights — petitioned Google not to support United States Customs and Board Protection, Immigration and Customs Enforcement, or the Office of ~~contractual arrangements involving their employees, Inequitable Employment Practices that burden~~Refugee Resettlement “until these agencies stop engaging in human rights abuses,” comparing Google’s role to IBM’s enabling Nazis during the economy, impede labor mobility and prevent the discovery and redress of misconduct. As a result, there is a robust public debate over their use, including responses by legislators, regulators and state attorneys general.Holocaust.

~~“No-poaching” pacts, in which companies agree not~~Amnesty International concluded Google’s “surveillance-based business model is incompatible with the right to ~~recruit one another’s employees, introduce labor market inefficiencies~~privacy and ~~inhibit innovation. In 2015, Alphabet settled software engineers’ claims that it had~~poses a ~~no-poaching agreement with Apple and Google. Federal legislation has been introduced~~serious threat to ~~ban the~~a range of other human rights.” An unsealed court document revealed Google is enabling reverse search warrants to disclose everyone who searched a keyword rather than information on known suspects, a practice ~~and 11 attorneys general are investigating fast food franchisees’ agreements.~~under challenge for violating civil rights.

~~Companies increasingly seek to impose non-compete restrictions, originally designed for higher-level knowledge workers, on entry-level workers. The Obama Administration opposed this expansion,~~In 2019, Google was fined a record 170 million dollars by the Federal Trade Commission and ~~measures to curb it have been introduced in Congress and many states, including~~ New ~~York. There is evidence that non-compete provisions stifle innovation and entrepreneurship, which in turn harms the broader economy.~~York Attorney General Letitia James over YouTube’s violation of children’s privacy. Now, a 3 billion dollar United Kingdom lawsuit alleges YouTube has “systematically broken [privacy] laws by harvesting children’s data.”

~~Mandatory arbitration~~As fiduciaries, our Board is responsible for stewardship of business performance and ~~NDAs undermine public policy by limiting remedies for wrongdoing~~long term strategic planning, in light of risk factors like widespread violations of human and keeping misconduct secret. Mandatory arbitration precludes employees from suing in court for wrongs like wage theft, discrimination and harassment, and requires them to submit to private arbitration, which has been found to favor companies and discourage claims. The recent high-profile sexual harassment cases of former Fox News anchor Gretchen Carlson and Uber’s Susan Fowler highlighted the impact of arbitration clauses. In December 2017, the “Ending Forced Arbitration of Sexual Harassment” bill was introduced in Congress by legislators from both parties. All 56 state and territorial attorneys general urged Congressional leaders to support it.
NDAs, which can be used in both court settlements and arbitration, may conceal patterns of misbehavior. The secrecy NDAs provide can allow a toxic culture to flourish, increasing the severity of eventual consequences and harming employee morale. NDAs were allegedly used to keep sexual harassment by Harvey Weinstein and Bill O’Reilly secret, and the #MeToo movement has drawn substantial attention to this problem.
Washington State recently banned the use of NDAs in sexual harassment cases and similar legislation has been proposed in New York, California and Pennsylvania. Federal legislation has been introduced to limit employers’ ability to secure NDAs upfront and require employers to disclose information about sexual harassment claims.
Our Proposal asks Alphabet to commit not to use any of the Inequitable Employment Practices, which we believe will encourage focus on human capital management and improve accountability. We urge shareholders to vote for this Proposal.civil rights.

Alphabet Opposing Statement

~~Alphabet is~~In their letter to our stockholders at the time of Google’s initial public offering in 2004, our Co-Founders, Larry and Sergey, highlighted Google’s goal to “develop services that significantly improve the lives of as many people as possible.” This vision continues today –we believe in technology’s power and potential to have a profoundly positive impact across the world.
Across Google, we are guided by internationally recognized human rights standards. We are committed to ~~equality~~respecting the rights enumerated in the Universal Declaration of Human Rights and ~~fairness. From that commitment comes our dedication~~its implementing treaties, as well as upholding the standards established in the United Nations Guiding Principles on Business and Human Rights (UNGPs) and in the Global Network Initiative (GNI) Principles. We have an infrastructure in place to ~~complying~~address these issues, and we disagree with ~~all employment~~a number of the claims and ~~competition laws and ensuring that we maintain fair employment practices throughout the company.~~characterizations in this proposal.

Our Code of Conduct includes the requirement to comply with all applicable legal requirements, but more importantly, we have taken several meaningful steps beyond those basic requirements to avoid and prevent inequitable employment concerns. In particular, we have developed a cogent set of policies and practices in this area, including, but not limited to, policies on harassment, discrimination, retaliation, standards of conduct, and workplace concerns; arbitration of employment disputes; and how we look at pay, pay equity and how to respond to pay equity analyses we conduct.
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We are committed to preventing harassment of any nature. Google recently conducted a thorough review of its policies. In November 2018, Google announced several changes to improve workplace practices and announced in February 2019 that it will no longer require current and future employees to arbitrate employment disputes, including, but not limited to, sexual harassment and assault claims. We acknowledge that we need to continually make progress in order to create a better workplace environment, and as such, we are committed to undertaking ongoing review and discussions in this area.
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Google’s ~~Code~~work on civil rights and human rights is conducted through our Human Rights Program, a central function consisting of ~~Conduct~~experts in the field supporting our efforts to ensure that we are meeting our commitment to the UNGPs, GNI Principles, and other civil and human rights instruments. The Human Rights Program develops and advances company-wide strategy on civil and human rights, advises product teams on potential civil and human rights impacts, conducts human rights due diligence, and engages external experts and stakeholders.
Dedicated personnel are focused on product, regional, and functional areas and are responsible for the day-to-day operations of protecting our users and ensuring compliance with legal requirements. Senior management develops the strategy around and oversees the implementation of civil and human rights commitments and GNI Principles at Google and provides regular updates on relevant issues to the members of our Audit and Compliance Committee in accordance with its Charter, which was amended in 2020 to explicitly include risk oversight of civil and human rights issues. The Audit and Compliance Committee also ~~prohibits~~provides pertinent reports to the ~~broad application~~full Board of Directors to ensure that it is apprised of these matters.
As we grow as a company, we continue to enhance and evolve our implementation of our human rights commitments. For example, we have established a Human Rights Executive Council to provide oversight and guidance to our Human Rights Program on global human rights and domestic civil rights in the U.S. Council members will represent key product areas and functions across Google and regularly hear from the leaders of the Human Rights Program. More information on our human rights commitments can be found at https://about.google/human-rights/.
We believe the members of our Board of Directors are qualified and equipped to provide risk oversight of civil and human rights issues. As we describe in more detail in the Director Selection Process and Qualifications section beginning on page 27 of this proxy statement, our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating nominees for directors, balancing the appropriate size and composition of the Board of Directors and its respective committees with the qualifications of candidates in light of these needs. The Nominating and Corporate Governance Committee factors into its determination the following qualities, among others: integrity, professional reputation and strength of character, educational background, knowledge of our business, diversity of professional experience, and ability to represent the best interests of our stockholders.
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 ~~misuse~~trustees of ~~non-compete agreements under~~significant academic, research, and philanthropic institutions, which also brings unique perspectives to our 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.
We believe there are a myriad of skills that make an ideal board candidate, including factors such as civil and/or human rights experience. Our current process allows us to consider all of these factors holistically and as a result, we do not believe it would be in the ~~policy that “we respect our competitors and want to compete with them fairly.” There are instances in which non-compete restrictions are needed to preserve the~~best interests of the company ~~and~~or our stockholders ~~and in these limited cases, the ability~~ to ~~enter into non-compete agreements is mutually beneficial for us, our stockholders, and the efficiency of the general economy.~~
Further, we are committed to adhering to relevant competition laws, which may prohibit certain broad “no-poaching” agreements with other companies not to recruit one another’s employees. Compliance with competition laws is an important requirement for us, and we have no intention of engaging in unlawful practices.
~~Given the above, our Board of Directors does not believe that implementing~~adopt this ~~proposal would provide any incremental value or benefit to our stockholders or employees.~~
~~Accordingly,~~proposal. Therefore, 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” the stockholder proposal.

Alphabet Recommendation

~~Our Board of Directors recommends a vote “AGAINST” the stockholder proposal.~~
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” THE STOCKHOLDER PROPOSAL.

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~~Proposal Number 6~~ ~~Stockholder Proposal Regarding the Establishment of a Societal Risk Oversight Committee~~
~~Resolved~~, shareholders request that Alphabet Inc. (“Alphabet” or “the Company”) establish a Societal Risk Oversight Committee (“the Committee”) of the Board of Directors, composed of independent directors with relevant experience. The Committee should provide an ongoing review of corporate policies and procedures, above and beyond legal and regulatory matters, to assess the potential societal consequences of the Company’s products and services, and should offer guidance on strategic decisions. As with the other Board committees, a formal charter for the Committee and a summary of its functions should be made publicly available.
~~Supporting Statement:~~
Alphabet’s technologies have tremendous power to uplift society by facilitating information-sharing and connecting communities. However, without proper oversight, these same technologies can cause unintended and widespread harm, including proliferating false information; facilitating malicious organizing and violence; and enabling exploitation, bullying, hate, and extremism. Further, the Company has amassed unprecedented amounts of user information, raising significant privacy concerns. These issues pose material risks to the Company. To secure the trust of its stakeholders, Alphabet must holistically consider the potential of its products and services to harm individuals, communities, and society, and embed an ethical framework across its product and business development efforts.
Company leadership acknowledges that these big picture questions must be addressed. Sergey Brin’s 2017 Founders’ Letter recognizes, “there are very legitimate and pertinent issues being raised, across the globe, about the implications and impacts of these advances. This is an important discussion to have. While I am optimistic about the potential to bring technology to bear on the greatest problems in the world, we are on a path that we must tread with deep responsibility, care, and humility. That is Alphabet’s goal.” While Proponents share that goal, investors currently do not have the necessary information to assess how the Company will achieve it.
Because the Board operates outside of the day-to-day decision making process and is charged with managing higher-level, strategic issues, Proponents believe a Societal Risk Oversight Committee would be best positioned to oversee Alphabet’s efforts to address ethical issues concerning the Company’s technologies and relationships and their societal impacts.
Given the disproportionate impact that Alphabet’s internal decisions can have on individuals and society, and to ensure the Company is assessing, anticipating, and addressing any potential material societal and ethical ramifications of its technologies and relationships, Proponents believe the Societal Risk Oversight Committee should consider convening an advisory board of external stakeholders. Such a board can draw on ethicists, philosophers, technologists, civil liberties experts, worker-elected representatives, and other experts in order to provide outside perspectives on potential and emerging risks, as well as their societal impacts.
The Proponents believe the establishment of this Committee is in the best long-term interest of the Company and would help protect Alphabet’s reputation and reinforce its industry leadership in an area closely watched by investors, consumers, advertisers, and policymakers. Therefore, we urge all shareholders to vote in support of this proposal.
~~Alphabet Opposing Statement~~
The current structure of our Board of Directors and its committees (Audit, Leadership Development and Compensation, and Nominating and Corporate Governance) allows for regular assessments on a variety of topics, including the societal impacts of our products and services. As described in Alphabet’s Corporate Governance Guidelines, our Board of Directors has overall responsibility for risk oversight, specifically as it relates to the strategic, financial and execution risks and exposures we face, including oversight of product innovation and policy matters, among others. Our Board of Directors takes this responsibility very seriously.
Consistent with these guidelines, we devote significant resources to ensure that we are aware of, and able to appropriately address the various risks that our businesses face and the impacts they can have on society. Our Board of Directors, which has the ultimate responsibility of risk management and maintains robust oversight of these issues, empowers and directs management as appropriate. The oversight performed by our Board of Directors and the relevant committees is also informed by their discussions with management and, as authorized by Alphabet’s Corporate Governance Guidelines and the respective committee charters, external experts and advisors that they consider necessary or appropriate.
As recent examples, our Audit Committee has considered topics related to the social impact of technology, including our ongoing work to improve content quality, our substantial efforts to eliminate election interference and our implementation of programs such as “Grow with Google” designed to offer free training, certifications, and events to provide individuals, developers, startups, and veterans with the tools and resources to find a job, grow their skills, career or business, and incorporate the benefits of technology into everyday life.
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We have regularly publicly released information about our ongoing work on content quality and election interference, such as Google’s white paper released on February 16, 2019 providing more detail about its work to tackle the intentional spread of misinformation—across Google Search, Google News, YouTube and its advertising systems (https://www.blog.google/around-the-globe/google-europe/fighting-disinformation-across-our-products/); Google’s January 16, 2019 update on its work to prevent abuse ahead of the EU elections in May (https://www.blog.google/around-the-globe/google-europe/update-our-work-prevent-abuse-ahead-eu-elections/); the September 4, 2018 written testimony of Kent Walker, Senior Vice President, Global Affairs & Chief Legal Officer, Google (https://www.blog.google/outreach-initiatives/public-policy/our-testimony-us-senate-select-committee-intelligence/); Google’s update on state-sponsored election influence attempts released on August 23, 2018 (https://www.blog.google/technology/safety-security/update-state-sponsored-activity/); and the 2017 public testimony of then Senior Vice President, General Counsel of Google, Kent Walker (https://www.blog.google/outreach-initiatives/public-policy/security-and-disinformation-us-2016-election/).
As a leader in artificial intelligence (AI), Google also publicly released AI principles that actively govern its research and product development and impact its business decisions. In the AI principles, Google articulates that AI should (i) be socially beneficial; (ii) avoid creating or reinforcing unfair bias; (iii) be built and tested for safety; (iv) be accountable to people; (v) incorporate privacy design principles; (vi) uphold high standards of scientific excellence; and (vii) be made available for uses that accord with these principles. We are also committed to making responsible progress in the development of AI and to sharing our knowledge, research, tools, datasets, and other resources with the larger community, such as through the release of Google’s Responsible AI Practices (https://ai.google/education/responsible-ai-practices). We have also established a formal review structure to assess Google’s new projects, products and deals, including consideration for how the AI Principles apply. The review structure is composed of a diverse and inclusive group, including senior executives, user researchers, social scientists, ethicists, human rights specialists, policy and privacy advisors, legal experts, and senior experts from a variety of other disciplines (https://www.blog.google/technology/ai/google-ai-principles-updates-six-months/).
Our Audit Committee has also considered topics related to sustainability and we have publicly reported our efforts in this space, such as our goal to source carbon-free energy in Google’s data centers around the world (https://blog.google/outreach-initiatives/sustainability/internet-24x7-carbon-free-energy-should-be-too/).
Our Leadership Development and Compensation Committee has considered topics such as gender pay equity and the broader inclusion of underrepresented groups in technology, including initiatives to help address the underrepresentation. As a result, Google’s Objectives and Key Results for 2019 include a focus on diversity, pay equity, and inclusion.
Our governance structure empowers our Board of Directors and its committees to holistically review our business and to consider a wide range of risks, including the societal impacts of our products and services, among others. Further, our Board and management have already addressed several key concerns the proposal raises through existing robust systems, structures, processes, and controls, with the Board of Directors and management providing significant oversight. Establishing a separate committee to consider risks already considered by the Board of Directors and its existing committees would result in a duplication of efforts with no incremental benefit to stockholders or any stakeholders.
~~Consequently, 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” the stockholder proposal.
~~Alphabet Recommendation~~
~~Our Board of Directors recommends a vote “AGAINST” the stockholder proposal.~~
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1 ~~Proposal Number 7~~Corporate
Governance 2 Director and
Executive
Compensation 3 Audit
Matters 4 Management
and Stockholder ~~Proposal Regarding a Report on Sexual Harassment Risk Management~~
Proposals 5 Questions and
Answers

~~Report on Sexual Harassment Risk Management~~
~~WHEREAS,~~ Company executives have aggressively allied themselves with a variety of progressive social and political causes at the same time sexual harassment is alleged to be a serious problem within the Company by many of the Company’s own employees.
~~This hypocrisy threatens the Company’s reputation. The fate of The Weinstein Company LLC, which has declared bankruptcy, underscores this risk.~~
~~Several public companies have lost billions in market capitalization shortly after executives have been accused of sexual misconduct, prompting lawsuits by shareholders.~~
Recent events have placed the Company’s policies and practices under scrutiny. In December 2017, then-Executive Chairman of the Board of Directors Eric Schmidt abruptly and unexpectedly stepped down but retained his board seat.
~~In November 2018, thousands of Company employees walked out in response to a~~New~~York Timesstory that the Company had paid millions of dollars in exit packages to executives accused of harassment but stayed silent about the actual events.~~
~~The Company can take measures to manage and improve risk oversight and by doing so, signal to employees – and investors – that the Board and management are committed to ensuring a safe workplace.~~
~~RESOLVED,~~ Shareholders request management review its policies related to sexual harassment to assess whether the Company needs to adopt and implement additional policies and to report its findings, omitting proprietary information and prepared at a reasonable expense by December 31, 2019.
~~SUPPORTING STATEMENT~~
~~Such a report might include:~~
• A review of policies and procedures to confirm that effective grievance mechanisms are in place and are being publicized within the Company, and that material penalties exist and are being appropriately enforced.
• ~~Disclosure of the number of firings and disciplinary actions short of termination taken by the Company as a result of these policies.~~
• Disclosure of information about sexual harassment financial settlements, omitting names of the parties but including the number of settlements, the aggregate dollar amount of settlements, statistics on the management level of the alleged perpetrator, and statistics on the general nature of the alleged offenses.
• ~~A review of executive compensation structures analyzing how performance can be linked to a reduction in sexual harassment within the Company.~~
• A review of employment recruitment efforts in terms of how they achieve ideological, political, religious and geographical diversity. A less monolithic Company culture, where differences are actually celebrated and respected, will create a more inclusive workplace.
~~Alphabet Opposing Statement~~
Harassment is antithetical to our company’s values. We strive to build a safe, harassment-free and inclusive workplace for everyone — regardless of gender identity and expression, sexual orientation, mental or physical disabilities, ethnicity, nationality, race, age, religion, or other protected category.
Alphabet takes violations of its policies that govern conduct, and prohibit discrimination, harassment and retaliation (collectively, the “Conduct Policies”) very seriously and continues to improve the ways in which the Conduct Policies facilitate timely and appropriate responses to incident reports while providing increased transparency around investigations and outcomes. We have strong policies prohibiting harassment and we provide training to employees and managers on those policies. We have avenues to report concerns and we address those concerns — including conducting investigations into alleged wrongdoing — promptly and thoroughly. In addition, as part of our ongoing effort to provide transparency, Google shares with its employees an annual Investigations Report, which summarizes employee-related investigations of misconduct and provides insight into the process on how investigations are handled. Our Board of Directors has and will continue to review our policies and processes, including those that pertain to how we conduct investigations relating to harassment.
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In response to employees’ concerns voiced in late 2018, Google conducted a review of its Conduct Policies, with a primary focus on policies regarding sexual harassment and sexual assault. As a result of this review, Google has since made substantial changes to increase transparency on how it handles concerns and to provide employees with more control over their experiences through the reporting and investigations process under the Conduct Policies. The company also implemented a comprehensive action plan on November 8, 2018, as announced by Sundar, on Google’s Keyword blog at https://www.blog.google/inside-google/company-announcements/note-our-employees/. The action plan revamps the way sexual harassment investigations and outcomes are handled. The changes include consolidating reporting channels onto one dedicated site, allowing for a support person in investigations, providing additional training for the specialty team that handles sexual harassment investigations, offering extra care and resources during and after the process such as extended counseling and career support, and expanding sexual harassment training for employees.
Other key changes announced by Google include, among others, no longer requiring arbitration for employment disputes, including but not limited to, sexual harassment and assault claims; providing more granularity around sexual harassment investigations and outcomes at the company as part of our internal Investigations Report; committing to publicly sharing its policy on harassment, discrimination, retaliation, standards of conduct & workplace concerns, as well as the processes and channels available for raising and investigating concerns; expanding audits of its suppliers to ensure they demonstrate a commitment to a diverse and inclusive workplace and provide sufficient methods to report grievances anonymously; and recommitting to Google’s 2019 Objectives and Key Results around diversity, equity and inclusion, focused on improving representation — through hiring, progression and retention — and creating a more inclusive culture for everyone. Google’s Chief Diversity Officer will continue to provide monthly progress updates to the leadership team, ensuring continued focus.
As Sundar noted, “This is an area where we need to continually make progress and are committed to doing so.” Discussions are ongoing and we will continue to make changes to our policies and processes as necessary to uphold our commitment to building a safe, harassment-free, and inclusive workplace.
Given the robust Conduct Policies already in place, our steadfast commitment to ongoing improvement and reporting in this area, and our concrete plan of action to do more, our Board of Directors does not believe that implementing this proposal would benefit our stockholders.
~~Accordingly, our Board of Directors recommends that stockholders vote “AGAINST” this proposal.~~
~~Required Vote~~
Approval of the stockholder proposal requires the affirmative “FOR” 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” the stockholder proposal.
~~Alphabet Recommendation~~
~~Our Board of Directors recommends a vote “AGAINST” the stockholder proposal.~~
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~~Proposal Number 8~~ ~~Stockholder Proposal Regarding Majority Vote for the Election of Directors~~
~~Proposal 8 — Elect Directors by Majority Vote~~
Resolved: Shareholders hereby request that our Board of Directors initiate the appropriate process as soon as possible to amend our Company’s articles of incorporation and/or bylaws to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders, with a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats. This proposal includes that a director who receives less than such a majority vote be removed from the board immediately or as soon as a replacement director can be qualified on an expedited basis. If such a director has key experience, they can transition to being a consultant or a director emeritus.
Supporting Statement: To provide shareholders a meaningful role in director elections, our Company’s current director election standard should be changed from a plurality vote standard to a majority vote standard where only board nominated candidates are on the ballot. This will establish a more meaningful vote standard for board nominees and could lead to improved performance. Under our Company’s current voting system, a director can be elected if all shareholders oppose the director but one shareholder votes FOR, if even by mistake.
~~More than 89% of the companies in the S&P 500 have adopted majority voting for uncontested elections, as have 67% of the S&P 1500.~~
During 2018, at Netflix 84.8% of shares voted FOR a similar proposal. At Marriott International 65.3% voted FOR; at Discover Financial Services 79.3% voted FOR; at The Manitowoc Company, 78.9% voted FOR; and at Costco Wholesale 86.8% voted FOR.
BlackRock’s proxy voting guidelines include the following: “Majority voting standards assist in ensuring that directors who are not broadly supported by shareholders are not elected to serve as their representatives.” Among our Company’s largest shareholders: T. Rowe Price Associates and BlackRock both voted FOR 88.9% of shareholder proposals on this topic. SSgA Funds Management voted FOR 100% of such proposals.
Alphabet operates essentially as a dictatorship. Under our company’s multi-class voting structure, each share of Class A common stock has one vote. Each share of Class B common stock has 10 votes. Mr. Page and Mr. Brin control over 51% of voting power, while owning less than 13% of Alphabet stock. Since the interests of public shareholders can be subordinated to those of our co-founders, it is critical that shareholders elect directors using a majority standard when they are uncontested.
This should also be seen in the context that shareholders have no right to act by written consent or to proxy access to nominate directors. Additionally, a supermajority vote is required to amend certain bylaws. Our Board is locked into an out-dated governance structure that reduces board accountability to shareholders.
~~How we elect directors is just one of many needed reforms. Please vote FOR.~~
~~Elect Directors by Majority Vote~~~~— Proposal 8~~
~~Alphabet Opposing Statement~~
Our Board of Directors has considered this proposal and believes that the voting procedures set forth in our Amended and Restated Bylaws, last amended in October 2015, are in the best interests of Alphabet and our stockholders.
Under our Amended and Restated 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. Alphabet’s Nominating and Corporate Governance Committee also closely monitors and takes into consideration the vote tallies at each annual meeting, and considers seriously stockholder sentiment on the suitability of a director continuing to serve on the Board of Directors. Stockholders who are truly dissatisfied with incumbent directors are empowered by our Amended and Restated Bylaws to nominate or recommend candidates for election to our Board of Directors.
A plurality voting standard for the election of directors is standard under Delaware law. It assures that we avoid “failed elections” (scenarios where directors fail to achieve the votes necessary to be elected, resulting in vacancies on our board). The possibility of failed elections introduces unnecessary legal uncertainty and risk to our director election process as vacancies on our Board of Directors could result in our inability to comply with certain NASDAQ listing requirements or other securities regulations. This includes regulations related to director independence, committee composition, and the maintenance of an audit committee financial expert.
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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.
~~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” the stockholder proposal.
~~Alphabet Recommendation~~
~~Our Board of Directors recommends a vote “AGAINST” the stockholder proposal.~~
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Proposal Number 96 Stockholder Proposal Regarding a Report on ~~Gender Pay~~
~~Gender Pay Equity~~
~~Whereas:~~ ~~The World Economic Forum estimates the gender pay gap costs the economy 1.2 trillion dollars annually. The~~~~median~~income for women working full time in the United States is 80 percent of that of their male counterparts. This disparity can equal nearly half a million dollars over a career. The gap for African American and Latina women is 60 percent and 55 percent. At the current rate, women will not reach pay parity until 2059.
~~United States companies have begun reporting statistically adjusted equal pay for equal work numbers, assessing the pay of men and women performing similar jobs, but mostly ignore~~~~median~~pay gaps. Regulation in the United Kingdom now mandates disclosure of median gender pay gaps. And while Google reported a 16 percent median hourly pay gap and 27 percent median bonus pay gap for its United Kingdom operations, it has not published median information for its global operations.
Google reports that for 89 percent of Googlers there are 0 statistically significant pay differences between men and women. Yet, that statistically adjusted number alone fails to consider how discrimination affects differences in opportunity. In contrast, median pay gap disclosures address the structural bias that affects the jobs women hold, particularly when men hold most higher paying jobs.
~~Women account for 30.9 percent of Google’s global workforce and 25.5 percent of senior leadership roles.~~~~Mercer~~~~finds actively managing pay equity “is associated with higher current female representation at the professional through executive levels and a faster trajectory to improved representation.”~~
~~Research from~~~~Morgan Stanley, McKinsey~~~~, and~~~~Robeco Sam~~~~suggests gender diverse leadership leads to superior stock price performance and return on equity.~~~~McKinsey~~~~states, “the business case for the advancement and promotion of women is compelling.” Best practices include “tracking and eliminating gender pay gaps.”~~
Public policy risk is of concern, not only in the United Kingdom, but in the United States as well. The Paycheck Fairness Act pends before Senate, California, Massachusetts, New York, and Maryland have strengthened equal pay legislation. The Congressional Joint Economic Committee reports 40 percent of the wage gap may be attributed to discrimination.
~~Resolved:~~ ~~Shareholders request Alphabet/Google report on the company’s~~~~global median~~gender pay gap, including associated policy, reputational, competitive, and operational risks, and risks related to recruiting and retaining female talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation strategy and legal compliance information.
~~The gender pay gap is defined as the difference between male and female~~~~median~~~~earnings expressed as a percentage of male earnings (Organization for Economic Cooperation and Development).~~
~~Supporting Statement:~~ ~~A report adequate for investors to assess company strategy and performance would include the percentage~~~~global median~~~~pay gap between male and female employees across race and ethnicity, including base, bonus and equity compensation.~~
~~Alphabet Opposing Statement~~
~~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 and its stockholders.~~
We are deeply committed to diversity and equality in all areas of our business, including hiring and compensation. Consistent with those values, the compensation structure at Google is designed to prevent gender pay differences by setting pay targets by job.
Google regularly takes actions to ensure the diversity and fairness of its practices. Google believes that compensation should be based on what one does, and not who one is. Employee compensation is determined using data-driven formulas that are predicated on work-related inputs such as market rate, location, level and performance rating. Managers may apply discretion to adjust a given employee’s modeled compensation but must provide a clear justification and rationale. To ensure that the modeled amounts as well as any changes made by managers are equitable across gender and racial lines, Google conducts an annual pay equity analysis to identify any statistical discrepancies in any job groups, accounting for location, level, and performance.
As Google has done every year since 2016, on March 4, 2019, it released an annual report on its pay equity analyses, “Ensuring we pay fairly and equitably,” on its external Keyword site (https://www.blog.google/inside-google/company-announcements/ensuring-we-pay-fairly-and-equitably/). This included Google’s detailed methodology and findings. If Google finds any statistically significant discrepancies in any job groups, Google makes upwards adjustments across the group to eliminate the discrepancy. In 2018, Google included 91% of its employees in the analysis, the highest percentage to date and provided $9.7 million in adjustments to a total of 10,677 employees. New hires accounted for 49% of total dollars spent on adjustments. Google’s pay equity analysis ensures that
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compensation is fair for employees in the same job, at the same location, level, and performance. To further ensure that outcomes are fair and equitable for all employees, in 2019, Google is undertaking a comprehensive review of the leveling, performance ratings, and promotion processes, with the first step being a leveling equity analysis to assess how employees are leveled when they are hired.
We believe in the transparency of the process and will continue to disclose the results of our pay equity analyses, consistent with our commitment to paying fairly, improving our practices, and ensuring that Google is a great place to work for everyone. Our Board of Directors does not believe that an additional report as detailed in the proposal above would enhance Alphabet’s existing commitment to fostering a fair and inclusive culture.
~~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” the stockholder proposal.
~~Alphabet Recommendation~~
~~Our Board of Directors recommends a vote “AGAINST” the stockholder proposal.~~
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~~Proposal Number 10~~ ~~Stockholder Proposal Regarding Strategic Alternatives~~
~~Resolved:~~
Shareholders of Alphabet, Inc. (“Alphabet”) request that the board of directors begin an orderly process of retaining advisors to study strategic alternatives and empower a committee of independent directors to evaluate those alternatives in exercise of their fiduciary responsibilities to maximize shareholder value.
~~Supporting Statement:~~
Our company’s revenues and market value have grown since its founding through organic growth and the acquisition of over 200 businesses such as YouTube, Android, DoubleClick and Waze. As Alphabet’s market power and influence have increased, so have calls for the company to be broken up.¹
~~Since 2011, elected officials and regulators have raised concerns regarding possible anti-competitive practices by Alphabet and its subsidiary and predecessor Google.~~²  ~~While Alphabet has paid millions of dollars in fines under US antitrust law, the European Union levied a record $2.7 billion fine on Alphabet in 2017.~~³
~~Customers have experienced privacy violations, data leaks, and illegal location tracking from Alphabet.~~⁴~~Our company’s reputation has been damaged by allegations that it collaborated with the Chinese government to censor searches in China and expand China’s cyber-surveillance of its citizens.~~⁵  ~~In December 2018, the Federal Trade Commission was asked to investigate violations of the privacy of children by Alphabet.~~⁶  ~~In the same month, Alphabet was criticized for incomplete responses in reports prepared for the Senate Judiciary Committee on Russian interference in the 2016 US elections.~~⁷~~A month earlier, thousands of Alphabet employees walked off their jobs to protest harassment in the workplace.~~⁸
It appears that Alphabet may be too large and complex to be managed effectively.  Officials in the US & EU continue to be concerned about Alphabet’s market power in view of restrictions on monopolies.⁹  ~~We believe that shareholders could receive greater value from a voluntary strategic reduction in the size of the company than from asset sales compelled by regulators.~~
~~Alphabet continues to be controlled by two of its founders, despite their ownership of no Class A shares, which account for 86% of outstanding shares as of March 29, 2018.~~¹⁰~~Academic studies have demonstrated that the benefits of a dual-class capital structure like Alphabet’s decline in the years following an initial public offering.~~¹¹
We believe that it would be consistent with their fiduciary duties for the board of directors to evaluate, with the help of third-party specialists, the strategic options with the goal of maximizing shareholder value.
~~Some of the options to be evaluated by the board might include:~~
• ~~Unification of Class A and B shares; and~~
• ~~The sale, encumbrance or disposition of all or substantially all of Alphabet’s assets.~~
~~We urge shareholders to support this proposal.~~
¹ https://www.reuters.com/article/us-technology-www/father-of-web-says-tech-giants-may-have-to-be-split-up-idUSKCN1 N63MV; and https://www.nytimes. com/2017/04/22/opinion/sundaylis-it-time-to-break-up-google.html
² ~~https://www.ftc.gov/system/files/documents/foia_requests/130131google_a_0.pdf~~
³ ~~https://www.broadcastingcable.com/news/european-commission-fines-google-27-billion-166819~~
⁴ http://fortune.com/2016/06/30/elizabeth-warren-apple-google/; https://www.bbc.com/news/technology-46356999; and https://www.ftc.gov/news-events/press-releases/2012/08/google-will-pay-225-million-settle-fto-charges-it-misrepresented
⁵ ~~https://theintercept.com/2018/09/14/google-china-prototype-links-searches-to-phone-numbers/; and htips://www.theverge.com/2018/8/1/17638480/google-china-search-engine-censored-report~~
⁶ ~~https://www.upi.com/amp/Top_News/US/2018/12/19/Consumer-groups-file-complaint-with-FTC-over-Googles-child-apps/8981545217400/~~
⁷ ~~https://www.vox.com/technology/2018/12/17/18144946/senate-report-russia-facebook-twitter-google~~
⁸ ~~https://www.theguardian.com/technology/2018/nov/01/google-walkout-global-protests-employees-sexual-harassment-scandals~~
⁹ https://www.washingtonpost.com/world/europe/europes-antitrust-cop-margrethe-vestager-has-facebook-and-google-in-h er-crosshairs/2018/05/10/519eb1a0-47cd-11e8-8082-105a446d19b8_story.html; and https://www.cnet.com/news/google-and-facebook-could-be-in-ftc-crosshairs-over-anti-trust-concerns/
¹⁰ ~~https://www.sec.gov/Archives/edgar/data/1652044/000130817918000222//goog2018-def14a.htm#toc, p. 30~~
¹¹ ~~https://papers.ssrn.com/so/3/papers.cfm?abstract_id=3145209; and https://papers.ssrn.com/so/3/papers.cfm?abstract_id=2964630~~
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~~Alphabet Opposing Statement~~
As described in our Corporate Governance Guidelines “[t]he 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.” Delaware law also imposes fiduciary obligations on our directors, including a duty of loyalty and duty of care when performing their duties. The duty of care in particular requires directors to be informed of all material information reasonably available when making business decisions. As a result of these obligations, our Board of Directors closely reviews our business on a wide range of matters, including strategic alternatives, to ensure the interests of the company and its stockholders are protected. In connection with this duty of care, the Board of Directors and management team are in regular dialogue with advisors who propose strategic alternatives.
Our Board of Directors, led by an independent Chairman, provides oversight of management, including regular reviews of strategic goals and initiatives. Management also regularly meets with our Board of Directors to review the company’s annual plan and our Board of Directors regularly monitors and evaluates the company’s performance both against our plan and against the performance of our peers. These meetings include the consideration of strategic alternatives, as appropriate.
Our Board of Directors and management do not favor a given size of the company or focus on any strategy based on ideological grounds. Instead, we develop a strategy based on the company’s customers, partners, users and the communities we serve, and focus on strategies that maximize long-term sustainable stockholder value.
~~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” the stockholder proposal.
~~Alphabet Recommendation~~
~~Our Board of Directors recommends a vote “AGAINST” the stockholder proposal.~~
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~~Proposal Number 11~~ ~~Stockholder Proposal Regarding the Nomination of an Employee Representative Director~~
RESOLVED, shareholders of Alphabet Inc. (“Alphabet” or “the Company”) request that the Board nominate an Employee Representative Director for election to the Board by shareholders at Alphabet’s 2020 annual meeting of shareholders. The Employee Representative Director shall be a current non-executive Alphabet employee who consents to serve on the Board. Current employees shall be given the opportunity to suggest persons to serve as the Employee Representative Director to the Nominating and Corporate Governance Committee, which will recommend a candidate for nomination by the full Board. If the Employee Representative Director ceases to be a non-executive employee of Alphabet during his or her term, the Board should appoint a replacement who satisfies the criteria set forth above.
~~SUPPORTING STATEMENT~~
Alphabet employees create a great deal of value for the Company and its shareholders. In last year’s annual report, Alphabet asserted, “Our employees are among our best assets and are critical for our continued success” and cited problems with employee recruitment, retention, or motivation as a risk to the Company’s continued growth. Clearly, the Company’s relationship with its employees is critical to long-term shareholder value.
Employee representation on Alphabet’s Board would add knowledge and insight on issues critical to the success of the Company, beyond that currently present on the Board, and may result in more informed decision making. An employee perspective would be particularly useful in the Board’s oversight of corporate culture. Recent scandals, such as sexual harassment controversies at Wynn Resorts, Fox News, and CBS, have shown that culture-related risk is substantial and requires board oversight.  An Employee Representative on the Board has the advantage of personally observing the company’s culture on a regular basis.
~~Several actions by Google employees in 2018 highlight the risks posed by a corporate culture that is out of alignment with the values of its employees:~~
• ~~In November, Google employees wrote an open letter asking executives to discontinue Project Dragonfly, an effort to create a censored search engine in China.~~
• Earlier that month, approximately 20,000 employees and contractors, representing about a fifth of Google’s workforce, staged a walkout to protest how the Company handles sexual harassment and discrimination. The protest was triggered by the revelation that Google had paid millions of dollars to three male executives despite credible accusations of sexual misconduct.
• ~~In June, employees launched a petition citing ethical concerns over the Maven Project and several employees resigned in protest. The backlash caused Google not to renew its contract with the Pentagon.~~
~~In November, protesting employees made a series of demands, including greater transparency in ethical matters and the appointment of an Employee Representative to the Board.~~
Alphabet has long described its culture as a competitive advantage, helping it attract and retain top talent. Alphabet should act to protect and strengthen its human capital, particularly given tight labor markets and intense competition for technology workers. We strongly believe the Employee Representative Director would promote Alphabet’s continued success.
~~We urge shareholders to vote for this proposal.~~
~~Alphabet Opposing Statement~~
Alphabet places great importance on ensuring that our Board of Directors consists of the most outstanding leaders for our company. As described in more detail in the “Consideration of Director Nominees” section of our proxy statement, the Nominating and Corporate Governance Committee of Alphabet’s Board of Directors looks for several critical qualities in screening and evaluating potential director candidates to serve our stockholders. Knowledge of our business as well as the ability to represent the best interests of all of our stockholders are chief among these.
Equally important are exceptional leadership skills and experiences, including whether candidates have served as Chief Executive Officer or Chief Financial Officer of a public company. Given the global and complex nature of our business, our Board of Directors highly values professional experience in executive or director-level leadership roles at large international organizations.
As noted in this proxy statement, 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,
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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.
We pride ourselves on incorporating feedback from all stakeholders, including our employees, into our decision-making process at the Board and management level. We have multiple channels through which employees can provide feedback to management, and we believe this open communication is key in collecting valuable data that are factored into our decisions. For example, Google hosts regular company-wide meetings that are live streamed to offices around the world, where its leadership team gives updates and answers questions posed by employees. Google also publishes its company goals, Objectives and Key Results, and every quarter Google SVPs report back to employees on what they have achieved and, importantly, explain why they missed other goals. Further, in response to the sentiments of employees, Google launched a review of its transparency, compensation processes, and sexual harassment policies and practices, and announced significant updates in February and March of 2019. We continue to be committed to creating the best work environment for our most valuable asset – our employees.
Our Board of Directors believes the director nominating and evaluation process already allows the best and most qualified candidates to be elected to the Board of Directors. In addition, our Board of Directors meets with leaders of the People Operations team and is regularly apprised of employee developments and discusses employee-related matters, including, but not limited to, reporting of employee survey results, diversity and pay equity analyses. Additionally, employees have varied open channels through which they are encouraged to communicate with management and voice their concerns regarding any issue that affects their ability to perform at the highest level.
~~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” the stockholder proposal.
~~Alphabet Recommendation~~
~~Our Board of Directors recommends a vote “AGAINST” the stockholder proposal.~~
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~~Proposal Number 12~~ ~~Stockholder Proposal Regarding Simple Majority Vote~~
~~Proposal 12 — Simple Majority Vote~~
RESOLVED, Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws that calls for a greater than simple majority vote be eliminated, and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. It is important that our company take each step necessary to adopt this proposal topic completely.
Shareowners are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block initiatives supported by most shareowners but opposed by a status quo management.
This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy’s. The proponents of these proposals included Ray T. Chevedden and William Steiner. These votes of 74% to 88% support would have been higher if all shareholders had access to independent proxy voting advice.
Currently a 1%-minority can frustrate the will of our 66%-shareholder majority. In other words a 1%-minority could have the power to prevent shareholders from improving management accountability. Currently the role of Alphabet shareholders is diminished because management can ignore a 66%-vote of shareholders on certain issues.
This proposal is especially important for Alphabet shareholders because management had it rigged in so many ways that shareholders have hardly a voice in the fate of Alphabet. The voice of regular shareholders is diminished because certain insider shares have 10-times as many votes per share as regular shares. Plus we have no right to act by written consent. Our board is stacked with insider directors (including our Chairman) and directors who have 14 to 20 years long tenure. Insider status and long-tenure result in a lack of director independence at the expense of regular shareholders. Independence is a priceless attribute in a director.
There is clearly shareholder dissatisfaction. Three directors received up to 20 times as many negative votes as some of their peers on the Alphabet board. And these 3 directors received such high negative votes even though they probably received 100% support from the shareholders who have 10-times as many votes per share as regular shares.
~~Please vote yes:~~
~~Simple Majority Vote — Proposal 12~~
~~Alphabet Opposing Statement~~
~~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 and our stockholders.~~
Our Amended and Restated Bylaws applies a simple majority vote standard to most corporate matters submitted to a vote of our stockholders. However, our Amended and Restated Certificate of Incorporation provides for more stringent voting requirements in certain limited circumstances, such as in the event of a change of control or with respect to amending certain provisions of our Amended and Restated Certificate of Incorporation. These enhanced voting requirements are intended to benefit our stockholders by protecting and maximizing the company’s long-term interests. In addition, these provisions have the effect of deterring hostile takeovers of our company that may not be in the best interests of our stockholders and the company.
We believe that when fundamental changes are proposed that have potentially long-lasting impacts on our company, a stronger consensus of stockholders entitled to vote should agree that such changes are appropriate. Therefore, our Board of Directors continues to believe that our more stringent voting requirements in certain limited circumstances are appropriate and in the best interests of our stockholders and the company.
Since inception, our Founders have maintained voting control through our capital structure. In such a scenario, the supermajority vote requirements prevent the Founders from taking unilateral decisions on these fundamental changes, and ensure that unaffiliated stockholders have a voice in approving or rejecting the resulting proposals. As such, our Board of Directors asserts that the adoption of a simple majority vote requirements would be detrimental to the interests of these stockholders.
~~Accordingly, our Board of Directors recommends that stockholders vote “AGAINST” this proposal.~~
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~~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” the stockholder proposal.
~~Alphabet Recommendation~~
~~Our Board of Directors recommends a vote “AGAINST” the stockholder proposal.~~
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~~Proposal Number 13~~ ~~Stockholder Proposal Regarding a~~ Sustainability Metrics ~~Report~~

WHEREAS:Studies suggest that companies that integrate environmental, social, and governance (ESG) factors into business strategy reduce reputational, legal, and regulatory risks and improve long-term performance. Leading companies have integrated sustainability metrics into executive pay plans, among them Unilever and Walmart. The UN Principles for Responsible Investment (2012) ~~states~~state that considering ESG factors in compensation can help protect long-term shareholder value.

Diversity, inclusion, and equity are key ~~elements~~components of ~~sustainability. McKinsey research shows that companies in the top quartiles for gender~~business sustainability and ~~racial diversity were more likely to have above average financial returns (“Diversity Matters,” McKinsey, 2015).~~ success:
• McKinsey research shows that companies in the top quartiles for gender and racial/ethnic diversity were more likely to have above average financial returns (“Diversity Matters,” McKinsey & Company, 2015).
• In a 2013 Catalyst report, diversity was positively associated with more customers, increased sales revenue, and greater relative profits.
Yet technology companies have not seized this ~~opportunity: underrepresented~~opportunity. Underrepresented people of color hold just 9 percent of technical roles in the sector (Intel/Dalberg, 2016). Women hold 36 percent of entry-level tech jobs and just 19 percent of C-suite positions (“Women in the Workplace,” McKinsey, 2016).

The tech diversity crisis threatens worker safety, talent retention, product development, and customer service. These human capital risks are playing out ~~as controversies~~ at Alphabet. On November 1, 2018, more than 20,000 workers walked out protesting Alphabet’s mishandling of sexual misconduct cases. Workers report that Alphabet has not responded adequately to key demands: a credible commitment to pay and opportunity equity, a worker representative on the board, and ending forced arbitration in all circumstances with direct employees as well as temps, contractors, and vendors.Alphabet:
• In 2019, more than 2,000 Google workers “signed a petition to remove a member of the company’s newly formed council on artificial intelligence ethics for alleged anti-trans and anti-immigrant views.” (“Google loses diversity chief amid unrest over workplace issues,” CNET, April 2019).
• In December 2020, the former co-leader of Google’s “Ethical A.I. team” claimed that she was fired after criticizing shortcomings in Google’s approach to inclusive hiring and biases in artificial intelligence systems.

Alphabet has taken steps to address inclusion, but risks ~~remain. Alphabet~~remain as our Company remains predominantly white ~~male,~~ and ~~occupationally segregated. Among Alphabet’s top 290 managers in 2017, just over one-quarter were women and only 17 managers were~~male. According to Google’s 2020 diversity report, underrepresented people of ~~color. In contrast, Silicon Valley’s lower-wage subcontracted~~color account for only 7.9 percent of Google’s tech workforce ~~(e.g. janitors, cafeteria workers, shuttle drivers) is 58~~and only 6.8 percent ~~Black or Latinx, earning on average $19,900 (UC Santa Cruz, 2016) and often facing housing instability,~~of leadership.

~~Inclusion~~In 2020, CEO Sundar Pichai responded to ongoing structural racism and ~~equity also impact~~racist violence, including the ~~sustainability~~murder of ~~communities on which Alphabet relies, Communities~~George Floyd, by announcing new goals and resources. This includes goals to increase representation of ~~color are impacted in places where Alphabet has acquired or developed real estate, such as San Jose~~underrepresented groups at senior levels and ~~Mountain View, as housing costs, homelessness, and inequality have increased (“The Great Silicon Valley Land Grab,”~~~~Financial Times,~~~~August 2017). Gentrification and displacement create reputational and regulatory risks for Alphabet: 48 percent~~“more than double the number of ~~survey respondents blame tech companies for the Bay Area housing crisis (~~~~San Jose Mercury News,~~~~April 2018).~~
~~Investors seek clarity regarding~~Black+ Googlers at all other levels by 2025.” However, it is not clear how ~~Alphabet drives improvement and how~~that strategy is ~~supported~~driven by executive accountability. ~~Clearly-disclosed,~~Clearly disclosed, comprehensive links among sustainability, ~~equity,~~diversity, and executive compensation would ~~enhance Alphabet’s approach.~~ help deliver change and improve human capital management.
Peers ~~(e.g.~~such as Microsoft, Intel, ~~IBM)~~and IBM have ~~set diversity goals and~~already begun ~~tying~~linking parts of ~~executive pay~~compensation to ~~such~~diversity goals.

RESOLVED:Shareholders request the Board Compensation Committee prepare a report assessing the feasibility of integrating sustainability metrics, including metrics regarding diversity among senior executives, into performance measures or vesting conditions that may apply to senior executives under the Company’s compensation plans or arrangements. For the purposes of this proposal, “sustainability” is defined as how environmental and social considerations, and related financial impacts, are integrated into long-term corporate strategy, and “diversity” refers to gender, racial, and ethnic diversity.

Alphabet Opposing Statement

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 and our stockholders.

Alphabet has long supported corporate sustainability, including environmental, social, and diversity considerations. We strive to build sustainability into everything we do from designing and operating efficient data centers, advancing carbon-free energy, creating sustainable workplaces, building better devices and services, empowering users with technology, and enabling a responsible supply chain.
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Google has been carbon neutral since 2007, and in 2019, for the third consecutive year, we matched 100% of our electricity consumption with renewable energy purchases, as reported in our 2020 Environmental Report (https://www.gstatic.com/gumdrop/sustainability/google-2020-environmental-report.pdf). We are the largest annual corporate purchaser of renewable energy in the world, based on renewable electricity purchased in megawatt-hours. In 2020, we neutralized our entire legacy carbon footprint since our founding, making Google the first major company to achieve carbon neutrality for its entire operating history. In our third decade of climate action, we have set our most ambitious goal yet: to run our business on carbon-free energy everywhere, at all times, by 2030.
Some other 2020 achievements and goals include:
• We issued $5.75 billion in sustainability bonds, the largest sustainability or green bond issuance by any company in history. The net proceeds from the issuance are used to fund environmentally and socially responsible projects in the following eight areas: energy efficiency, clean energy, green buildings, clean transportation, circular economy and design, affordable housing, commitment to racial equity, and support for small businesses and COVID-19 crisis response.
• We earned a spot on the CDP (formerly the Carbon Disclosure Project) Climate Change A List for the seventh consecutive year.
• We announced a goal to enable 5 gigawatts of new carbon-free energy across our key manufacturing regions by 2030 through investment. We anticipate this will spur more than $5 billion in clean energy investments, avoid the amount of emissions equal to taking more than 1 million cars off the road each year, and create more than 8,000 clean energy jobs.
• With the Environmental Insights Explorer, launched in 2018, we are working to help more than 500 cities and local governments globally reduce a total of 1 gigaton of carbon emissions annually by 2030.
An overview of Google’s corporate environmental sustainability efforts can be found at https://google.com/sustainability, along with our 2020 Environmental Report, which summarizes the progress of our environmental initiatives.
We are committed to ~~incorporating these values into our business and have promoted them in our practices. These values include:~~
~~Diversity – key goals include extending~~scaling diversity, equity, and inclusion, increasing transparency of data on workforce representation, and taking a more systemic approach to improve outcomes in workforce representation and to create an inclusive culture. ~~For example,~~We are focused on measurable goals, talent development, and building an inclusive culture because we believe only a holistic approach to ~~achieve these goals, Google has built~~diversity will produce meaningful, sustainable change. We report attrition data externally and we are using this data to help inform how we approach our diversity and inclusion efforts.
Over the last year we have seen progress in a ~~strategy anchored~~number of areas. Since 2018, we continued to increase representation for women globally, and for Black+ and Latinx+ employees in ~~further operationalizing its longstanding commitment~~the U.S. We saw the largest increase in our hiring of Black+ technical employees that we have ever measured. Additionally, in 2020 we announced our Racial Equity Commitments, which are focused on building sustainable equity for Google’s Black community and making our products and programs helpful in the moments that matter most to ~~equity, diversity, inclusion, and integrity.~~Black users. More information on Google’s diversity efforts and racial equity commitments can be found at https://google.com/~~diversity.~~diversity and https://about.google/commitments/racialequity/, respectively.

Sustainability – key focus areas include the environment and supply chain. Our sustainability program focuses on developing services that improve the lives of as many people as possible while operating in an environmentally sustainable way. In addition, we strive to build a supply chain that considers not only the usefulness of what we make but also the social and environmental impact. An overview of Google’s corporate sustainability efforts can be found at https://google.com/sustainability, along with our 2018 Environmental Report, which summarizes the progress of our environmental initiatives and can be found at https://environment.google/projects/ environmental-report-2018.
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Further, in assessing the individual performance of our named executive officers, their performance against these types of strategic goals are considered by the Leadership Development and Compensation Committee. Additionally, Google has renewed its commitment to pay and opportunity equity, including no longer requiring arbitration for employment disputes, including but not limited to, sexual harassment and assault claims.

As noted above, we are committed to incorporating these values into our business and have promoted them in our practices. 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” the stockholder proposal.

Alphabet Recommendation

~~Our Board of Directors recommends a vote “AGAINST” the stockholder proposal.~~
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” THE STOCKHOLDER PROPOSAL.

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Proposal Number 147 Stockholder Proposal Regarding ~~Google Search in China~~Report on Takedown Requests

~~GOOGLE SEARCH IN CHINA~~Resolved, shareholders request the Board of Directors issue a report (within a reasonable time frame, at reasonable cost, and excluding confidential information) assessing the feasibility of publicly disclosing on an annual basis, by jurisdiction, the list of delisted, censored, downgraded, proactively penalized, or blacklisted terms, queries or sites that the company implements in response to government requests.

~~WHEREAS:~~  ~~Google~~Supporting Statement
Google’s Artificial Intelligence Principles state the company will not pursue technologies that cause harm, “that gather or use information for surveillance” or “whose purpose contravenes widely accepted principles of international law and human rights.”
There is ~~considering introducing products that could enable censorship~~increasing evidence of a contradiction between Google’s principles and ~~potentially dangerous surveillance of citizens of China. This may pose significant legal, reputational, and financial risk~~its actions.
Buzzfeed reported: “According to Google’s own stats, the Russian government has made 175 separate requests for the ~~Company.~~search engine to remove sites it has banned, totaling more than 160,000 separate URLS...About 80% of the total requests...resulted in removal.” PEN America said: “we need far more transparency regarding which sites Google has removed from its search results, as well as the internal evaluation and criteria that Google used for determining whether these sites should be taken down.”

~~In March 2010,~~ARTICLE 19 submitted expert opinion to Russia’s Constitutional Court regarding the removal of articles on hate crimes from Google ~~announced it would stop censoring~~ search, ~~services~~saying: “search engine operators are prohibited by the Law from disclosing any information pertaining to the applicant’s request...this constitutes a disproportionate restriction on ~~its Chinese search site~~the right to freedom of expression… and ~~would redirect users~~a breach of their rights to a ~~site offering uncensored search. Google’s David Drummond said, “It is good for our business~~fair trial and to ~~push for free expression.~~an effective remedy.”

In ~~August 2018, however, the Intercept reported~~addition, reports of proposed amendments to India’s Information Technology Act indicate that ~~Google was developing a censored search engine — codenamed~~~~Dragonfly~~—it may soon be mandatory for ~~the Chinese market that would comply with China’s repressive censorship laws and “blacklist websites and search terms about human rights, democracy, religion, and peaceful protest.”~~firms like Alphabet to proactively deploy technology to suppress content.

Google ~~CEO Sundar Pichai subsequently confirmed~~states its Transparency Reports “provide a glimpse at the ~~company is considering a censored search product. In congressional testimony, Pichai noted “internal efforts”~~wide range of content removal requests that we receive, but ~~would~~they are not ~~provide any detail.~~
~~Human rights organizations and lawmakers have called on Google to end work on Dragonfly. U.S. senators wrote to Pichai that~~~~Dragonfly~~“risks making Google complicit in human rights abuses related to China’s rigorous censorship regime.” Google employees have quit to avoid working on products that enable censorship; 1,400 current employees have signed a letter protesting~~Dragonfly~~. Employees said: “Currently we do not have the information required to make ethically-informed decisions about our work, our projects, and our employment.” Some employees have threatened to strike.~~Dragonflymay also be inconsistent with Google’s AI Principles.~~
~~Dragonfly~~could further enable surveillance by allowing the Chinese government to monitor individuals’ Google searches by tying search results to phone numbers. Uighurs in China reportedly already face draconian measures, which require them to install tracking apps on their smartphones that monitor everything they do online. Similar practices could put Google users in China at risk of interrogation or detention. Patrick Poon, China expert for Amnesty International, has asked: “Would Google roll over and hand over personal data should the Chinese authorities request it?comprehensive.”

~~Former Google employees say senior management excluded~~In 2018, the ~~Company’s security and privacy teams from key meetings about~~~~Dragonfly~~~~and “tried to sideline a privacy review~~United Nations Special Rapporteur on freedom of ~~the plan that sought to address potential~~expression’s report stated: “the authoritative global standard for ensuring freedom of expression on [companies’] platforms is human rights ~~abuses.~~law, not the varying laws of States or their own private interests, and [companies] should re-evaluate their content standards accordingly.”

~~As a member of~~Proponents suggest the ~~Global Network Initiative, Google has committed to conduct “human rights due diligence to identify, prevent, evaluate, mitigate and account for risks to~~report assess the ~~freedom of expression and privacy rights that are implicated by the company’s products, services, activities and operations.”~~feasibility of:

~~Shareholders are concerned by a growing gap between Google’s stated values and actions, generating global controversy and presenting significant risk.~~
~~RESOLVED:~~  Shareholders request the Company publish a Human Rights Impact Assessment (at reasonable cost, omitting proprietary or legally privileged information), by no later than October 30, 2019, examining the actual and potential impacts of censored Google search in China.
~~SUPPORTING STATEMENT:~~  ~~Proponents recommend the assessment refer to the United Nations Guiding Principles on Business and Human Rights.~~
• Incorporating into Google’s Transparency Report the substantive content of government requests, including whether the request was met, and criteria used to guide decisions;
• Notifying customers of content affected by government requests.

Alphabet Opposing Statement

Since our founding, Google has been committed to making the world’s information available to everyone. We believe that knowledge is empowering and that a society with more information is better off than one with less. Providing access to information to people around the world is central to our mission.

In 2010, we launched the Google ~~has been open~~Transparency Report with the mission of sharing data that sheds light on how the policies and actions of governments and corporations affect privacy, security, and access to information. Under the “Government requests to remove content” section of the report, we voluntarily disclose the number of requests we receive from courts and government agencies in six-month periods. Further, we organize the requests and items by reason given for removal request, type of Google product, and whether the requesting government body was a member of the judicial or executive branch. We also provide this information on a country/regional basis. The Transparency Report is available in full at https://transparencyreport.google.com/?hl=en, and the “Government requests to remove content” section can be found at https://transparencyreport.google.com/government-removals/overview?hl=en.
Additionally, we provide transparency about ~~its desire to increase its ability to serve users in China and other countries. We have considered~~removals via Lumen, a project of Harvard University’s Berkman Center for Internet & Society. Lumen works with a variety of ~~options for how~~international research partners to offer ~~services~~information about the global landscape of Internet takedown requests. Lumen posts and analyzes different kinds of requests to remove material from the Internet, including requests based on copyright claims. Lumen receives these requests from participating companies as well as from individuals. When we are able to do so legally, Google links from our search results to the requests published by Lumen in ~~China in a way that is consistent with our mission and have gradually expanded our offerings to consumers in China, including Google Translate.~~place of removed content. More information about Lumen can be found at https://www.lumendatabase.org/.

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~~While Google~~
We also continue to innovate around product-specific transparency with YouTube’s industry-leading transparency reporting on how it enforces the Community Guidelines (https://www.youtube.com/about/policies/#community-guidelines). We have always used a mix of human reviewers and technology to address violative content on our platform, and in 2017 we started applying more advanced machine learning technology to flag content for review by our teams. This combination of smart detection technology and highly-trained human reviewers has ~~made progress in its understanding of the market and user needs, many unknowns remain and currently there are no plans~~enabled YouTube to ~~launch Search in China. There is no work being undertaken on such a project and team members have moved to new projects.~~consistently enforce policies with increasing speed.

Before Google launches any new search product, it would conduct proper human rights due diligence, confer with Global Network Initiative (GNI) partners and other key stakeholders, and carefully consider the feedback it receives. In all its operations around the globe, Google isWe are committed to tackling the challenge of quickly removing content that violates our Community Guidelines and reporting on our progress. That is why in April 2018 we launched a ~~process~~quarterly YouTube Community Guidelines Enforcement Report (https:// transparencyreport.google.com/youtube-policy/removals). As part of ~~responsible decision-making that respects~~this ongoing commitment to transparency, we expanded the ~~fundamental rights~~report to include additional data like channel removals, the number of ~~its users~~comments removed, the policy reason why a video or channel was removed – and ~~is consistent with its mission, Code of Conduct, GNI obligations, AI principles, and privacy principles. As Sundar said~~most recently, appeals data. Each quarter we may see these numbers fluctuate, especially when our teams tighten our policies or enforcement on a certain category to ~~Congress in December 2018, if Google ever considers re-engaging this work, it will do so transparently, engaging and consulting widely.~~remove more content.

Given the significant work that we have done in this area, our public reporting of these issues, and our commitment to continue to keep the public informed about our efforts, 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~~“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” the stockholder proposal.

Alphabet Recommendation

~~Our Board of Directors recommends a vote “AGAINST” the stockholder proposal.~~
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” THE STOCKHOLDER PROPOSAL.

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Proposal Number 158 Stockholder Proposal Regarding Report on Whistleblower Policies and Practices
Whereas, Alphabet may face business risks related to employee morale and user trust due to insufficient protection for employees voicing ethical and human rights concerns regarding company practices.
Whistleblower protections are vital to a well-functioning system. The Department of Labor has reported a major problem with whistleblower protections is the “lack of resources and proper tracking of complaints.” According to the Organisation for Economic Co-operation and Development, “A non-retaliation policy alone, without a system to ensure its respect (such as disciplinary action against those who retaliate), is unlikely to encourage reporting.”
For years, Alphabet has faced controversies about retaliating against workers. In December 2020, the National Labor Relations Board (NLRB) alleged Google illegally fired and surveilled employees involved in labor organizing, alleging “interfering with, restraining, and coercing employees in the exercise of their rights.”
Also in December 2020, Google fired the prominent co-lead of its Ethical Artificial Intelligence team, Dr. Timnit Gebru, who was researching the risks of technology, including Google’s. The firing prompted media attention, social media backlash, and an open letter signed by thousands of employees stating the firing “heralds danger for people working for ethical and just AI — especially Black people and People of Colour — across Google.”
In 2019, employees claimed Google was violating a settlement agreement with the NLRB requiring Google to tell workers they will not be retaliated against for exercising their rights, citing “brute force intimidation.” Google then reportedly fired workers active in organizing, reportedly for violating data security policies. A 2018 letter from fourteen human rights groups urged Google to “Guarantee protections for whistle-blowers and other employees speaking out where they see the company is failing its commitments to human rights.”
Reporting suggests that many Google employees who have resigned or been fired, including executives, publicly report retaliation after voicing human rights implications of company practices, including systemic workplace racism¹and sexism², and projects enabling censorship³, surveillance⁴, and war.⁵“I’m proud of what I did, and I believe everyone has a right to know what their work is being used for,” said an employee who resigned after protesting Google’s contract with Customs and Border Protection.
These red flags suggest the potential for culture, ethics, and/or human rights problems internally.
A recent report from the $100 trillion Principles for Responsible Investment states that effective whistleblowing mechanisms are a key feature of good governance — and implementation is best assessed through robust transparency and disclosures.
A George Washington 2019 report found whistleblowing report volume “is associated with fewer and lower amounts of government fines and material lawsuits.”
RESOLVED that shareholders of Alphabet, Inc. urge the Board of Directors to oversee a third-party review analyzing the effectiveness of its whistleblower policies in protecting human rights. A report on the review, prepared at reasonable cost and omitting confidential or proprietary information, should be publicly disclosed on Alphabet’s website.
Alphabet Opposing Statement
Alphabet is committed to maintaining a culture that encourages employees and others to report concerns related to violations of our Code of Conduct, policies, or laws, including our human rights commitments. That is why we have adopted and promoted policies that strictly prohibit retaliation of any kind for raising such concerns or for participating in an investigation relating to such concerns.
When we learn about a potential violation of our policies or Code of Conduct, we look into the concern consistent with our robust process for carefully investigating such allegations, and make appropriate remedial recommendations as a result of the investigation. Throughout this process, we treat information, including the identity of the individuals raising the concern, as confidential as possible, sharing only on a need-to-know basis.
We also protect whistleblowers by thoroughly investigating allegations of retaliation and imposing discipline when we substantiate retaliation allegations. And for the past six years, we have shared with our employees, on an annual basis, an Internal Investigations
(1) https://www.theguardian.com/technology/2017/aug/18/women-google-memo-racism-sexism-discrimination-quit
(2) https://www.vice.com/en/article/59nmkx/google-employee-alleges-discrimination-against-pregnant-women-in-viral-memo
(3) https://www.theverge.com/2020/1/2/21046522/google-china-dragonfly-ross-lajeunesse-human-rights-chief-censorship
(4) https://www.vox.com/recode/2019/11/25/20982649/google-fired-rebecca-rivers-employee-questioned-work-customs-and-border-protection
(5) https://gizmodo.com/google-employees-resign-in-protest-against-pentagon-con-1825729300
ALPHABET • 2021 PROXY STATEMENT 69
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Report, which provides transparency into the type of concerns employees have raised, the number of concerns employees have raised, and how the company has resolved those concerns.
While we disagree with a number of the claims and characterizations in this proposal, beginning in September 2020, we have committed to updating our workplace policies and practices, including:
• Continuing to enhance investigations processes, including how we escalate concerns, how quickly we respond, how we reopen cases, and more
• Offering four follow-up meetings over two years to complainants involved in harassment, discrimination, or retaliation investigations following an investigation
• Continuing to analyze investigations data to ensure that lessons learned are captured and relied upon to further improve our policies, training and investigation outcomes
• Providing information about how sexual harassment and other allegations are investigated through the annual Internal Investigations Report and Investigations Practice Guide
• Continuing to allow those who settle claims of sexual harassment and related retaliation to disclose the facts and circumstances underlying such claims
• Reporting to our Board of Directors on effectiveness of the company’s sexual harassment and retaliation compliance programs and proposed changes
The ability to raise concerns helps protect and preserve the company’s special culture and is key to our long-term success. We believe our existing policies and practices, which are broad in scope, adequately address the concerns raised by the proponent. Consequently, 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 or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class. Unless marked to the contrary, proxies received will be voted “AGAINST” the stockholder proposal.
Alphabet Recommendation
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” THE STOCKHOLDER PROPOSAL.
ALPHABET • 2021 PROXY STATEMENT 70
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Proposal Number 9 Stockholder Proposal Regarding Report on Charitable Contributions
Charitable Giving Reporting
Be it RESOLVED that shareholders of Alphabet, Inc. (the “Company”) request that the Company prepare and annually update a report to shareholders, at reasonable expense and excluding proprietary information, listing and analyzing charitable contributions during the prior year. The report should
1. Identify organizational or individual recipients of donations, whether cash or in-kind, in excess of $5000 and aggregate smaller contributions by categories of recipients such as community organizations, schools, medical groups, churches, political or social activism organizations, and the like;
2. Identify for donations not yet spent or used: the purposes to which the donations are to be put, any restrictions on the use of the donations, and any mechanisms by which the restrictions on donations will be monitored and enforced;
3. Identify for donations already spent or used: the purposes to which the donations were to be put, the purposes to which the donations were actually put, the method by which the use of the donations was monitored and ascertained, and an evaluation of the efficacy of the donations and the Company’s intention with regard to future donations to the organization;
4. Include management’s analysis of the risks to the Company’s brand, reputation, or shareholder value posed by public controversies associated with the donations, including an explanation of the objective and consistent standards by which such controversies were discovered and their effect on the Company gauged; and
5. Identify, if and as appropriate, philanthropic areas of initiatives considered most germane to corporate values while posting less risk to Company reputation; or in the alternative, any decision to scale back without replacement risky or misused donations.
Supporting Statement
The Securities & Exchange Commission has long and consistently stated that charitable contributions by corporations are “generally found to involve a matter of corporate policy which is extraordinary in nature and beyond a company’s ordinary business operations,”¹and so is amenable, without omission, to shareholder proposals to require reporting about them and about potential or realized risks and controversies arising from them, so long as the proposal relates to the corporation’s “charitable contributions generally,” rather than merely to some segment of the corporation’s charitable contributions.²
The need for such reporting has grown particularly acute in this shareholder season. Many corporations, including the Company have committed to making significant charitable contributions in recent months.³The political and social events which triggered these commitments are potentially highly divisive, and carry with them significant potential for misapplication of well-intentioned contributions to activities fraught with risk to the Company’s reputation.⁴It has therefore become more important than ever for corporations, and for Company specifically, to monitor carefully, and to report to shareholders, the content of, intentions for, actual use of and lessons learned from its charitable contributions.
(1) https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2010/humanlife021910-14a8.pdf
(2) https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2017/johnharrington022817-14a8.pdf
(3) https://www.48min.com/culture/list-of-companies-corporations-brands-donated-to-black-lives-matter-organizations/; https://www.forbes.com/sites/isabeltogoh/2020/06/01/corporate-donations-tracker-here-are-the-companies-giving-millions-to-anti-racism-efforts/?sh=5585a4c37dc7; https://deadline.com/2020/06/netflix-2-cash-100m-financial-institutions-supporting-black-communities-1202973648/; https://www.complex.com/life/2020/06/companies-putting-up-money-for-social-justice-amid-worldwide-protests; https://www.breitbart.com/economy/2020/06/11/corporate-donations-to-social-justice/; https://www.breitbart.com/politics/2020/06/02/corporate-virtue-signaling-facebook-netflix-peloton-others-donate-millions-in-wake-of-george-floyd-death/; https://www.businessinsider.com/george-floyd-protests-companies-responses-actions-apple-target-mcdonalds-nike-2020-6?op=1#youtube-said-it-would-pledge-1-million-in-support-of-efforts-to-address-social-justice-3.
(4) Id.; https://www.latimes.com/world-nation/story/2020-11-16/portland-protests-anarchists-backlash; https://pjmedia.com/news-and-politics/tyler-o-neil/2020/11/28/f-thanksgiving-antifa-topples-statues-of-george-washington-veterans-to-fight-colonization-n1179358; https://apnews.com/article/breonna-taylor-race-and-ethnicity-shootings-police-new-york-24af876f135f529d95c9c857ad9aaa0e; https://www.realclearpolitics.com/articles/2020/09/22/ nfls_social_justice_experiment_is_no_touchdown_144268.html; https://www.breitbart.com/politics/2020/06/02/silent-majority-poll-shows-american-voters-support-use-of-military-national-guard-in-riots/.
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Alphabet Opposing Statement
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 and our stockholders.
Google already provides public information on our core charitable initiatives at https://www.google.org. Significant charitable contributions are made only after an extensive internal review and must be approved by one or more members of our executive team.
Google.org identifies and supports organizations around the world that are using innovation to tackle humanity’s biggest challenges. For example:
• In March of 2021, Google.org launched the global $25 million Impact Challenge for Women and Girls to support nonprofits and social organizations around the world that are working to advance the economic empowerment of women and girls and create pathways to prosperity. Impact Challenge grantees will receive funding, mentoring from Googlers, Ad Grants and additional support to bring their ideas to life. Over the last 5 years, Google.org has provided $55M to nonprofit organizations supporting gender equity and this Impact Challenge builds on this long-standing work.
• In 2020, Google.org announced $100 million to support the global COVID-19 response, focusing on health and science, distance learning, and economic relief and recovery. As a ~~Clawback Policy~~part of this commitment, Google.org gave over $9 million to the World Health Organization’s COVID-19 Solidarity Response Fund (through the UN Foundation) and Center for Disaster Philanthropy to support preparedness, containment, response and recovery efforts. Another $10 million was dedicated to a distance learning fund focused on organizations like Khan Academy that are helping educators and parents access digital resources needed to provide high quality learning opportunities to children during COVID-19. Additionally, Google provides technology, funding, and volunteers to better prepare communities ahead of natural disasters, ensure effective relief, and support long term recovery. This past year, Google. org gave over $4 million in response to other crises around the world.
• In 2020 Google.org pledged $12 million to support organizations working to advance racial justice. Among them were $1 million grants each to the Leadership Conference Education Fund, the NAACP Legal Defense, the Educational Fund’s Policing Reform Campaign, and the Center for Policing Equity.
Given our existing method of frequently updating our stockholders and the public about these charitable contributions activities, our Board of Directors does not believe that implementing this proposal would benefit our stockholders. Accordingly, our Board of Directors recommends that stockholders vote “AGAINST” this proposal.
Required Vote
Approval of the stockholder proposal requires the affirmative “FOR” vote of the holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock present or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class. Unless marked to the contrary, proxies received will be voted “AGAINST” the stockholder proposal.
Alphabet Recommendation
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” THE STOCKHOLDER PROPOSAL.
ALPHABET • 2021 PROXY STATEMENT 72
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Proposal Number 10 Stockholder Proposal Regarding Report on Risks Related to Anticompetitive Practices

RESOLVED that shareholders of Alphabet Inc. (“Alphabet”) ~~urge~~ask the ~~Leadership Development~~board of directors to report to shareholders on how it oversees risks related to anticompetitive practices, including whether the full board or board committee has oversight responsibility, whether and ~~Compensation Committee~~how consideration of such risks is incorporated into board deliberations regarding strategy, and the ~~Board of Directors (the “Committee”)~~board’s role in Alphabet’s public policy activities related to ~~adopt a clawback policy,~~such risks. The report should be prepared at reasonable expense and should omit confidential or amend any existing clawback policy, to provide that the Committee will review, and determine whether to seek recovery of, incentive compensation paid, granted or awarded to a senior executive if, in the Committee’s judgment, (i) there has been misconduct resulting in a material violation of law or Alphabet’s policy that causes significant financial or reputational harm to Alphabet, including (but not limited to) a violation that involves creating a hostile work environment; and (B) the senior executive committed the misconduct or failed in his or her responsibility to manage or monitor conduct or risks.proprietary information.

“Recovery” is (a) clawback of compensation already paid and (b) forfeiture, recapture, reduction or cancellation of amounts awarded or granted over which Alphabet retains control. This change should operate prospectively and be implemented so as not to violate any contract, compensation plan, law or regulation.
SUPPORTING STATEMENT

The anticompetitive practices of big tech companies, including Alphabet ~~does not disclose an incentive compensation clawback policy in its proxy statement. The Sarbanes-Oxley Act of 2002 authorizes the Securities and Exchange Commission (SEC) to recover~~subsidiary Google, are receiving increasing scrutiny from the ~~Chief Executive Officer (CEO)~~public, regulators and ~~Chief Financial Officer (CFO) certain kinds~~enforcers. Criticism of ~~incentive compensation following~~Google has focused on its use of its monopoly over internet search and its access to user data to eliminate competitors not only in search but also in adjacent areas such as online shopping.¹A September 2020 survey found that 58% of Americans are not “confident they are getting objective and unbiased search results when using an online platform to shop or search;” 85% are very or somewhat concerned about the amount of data online platforms store about them.²
The House Judiciary Committee’s Antitrust Subcommittee began investigating competition in digital markets in 2019, focusing on Amazon, Apple, Facebook, and Google. The Subcommittee reviewed over a ~~restatement because~~million documents and held seven hearings, including one at which Alphabet CEO Sundar Pichai testified. The Subcommittee’s staff report was scathing: It found that companies’ control over key distribution channels allows them to eliminate competition and “pick winners and losers throughout our economy,” inhibiting innovation and reducing consumer choices. The report found that Google leveraged its search monopoly to “boost Google’s own inferior vertical offerings” and concluded that “Google increasingly functions as an ecosystem of material noncompliance with financial reporting rules due to misconduct. The SEC was directed by Dodd-Frank to adopt a rule requiring public companies to adopt a policy providing for clawback from more executives under a wider variety of circumstances, but that rule has never been adopted. We assume, then, that Alphabet may have policies or arrangements reflecting the Sarbanes-Oxley clawback provision, but not a broader clawback policy.interlocking monopolies.”³

In ~~our view, significant damage can be caused by misconduct~~October 2020, the U.S. Department of Justice (“DOJ”) and 11 state attorneys general sued Google, alleging that ~~does not necessitate a financial restatement,~~the company maintained monopolies in “general search services, search advertising, and ~~recovery from senior executives other than~~general search text advertising” through anticompetitive exclusionary agreements with device makers, carriers and browser developers to make Google the ~~CEO~~default search engine and ~~CFO may be warranted. As well, it may be appropriate to hold accountable senior executives who~~prohibit dealing with Google’s competitors. Attorneys general that did not ~~themselves commit misconduct but who failed~~join the DOJ’s suit are also investigating Google.⁴In 2019, the European Union fined Google $1.7 billion for “abusive practices in their management or monitoring responsibility. The change we propose would make clear that creating a hostile work environment could support recovery, assuming the Committee found significant financial or reputational harm had occurred. Finally, our proposal does not mandate a clawback; rather, it gives the Committee discretion to decide whether recovery is appropriate in particular circumstances.online advertising.”⁵

WeBacklash against anticompetitive practices can increase pressure for new regulation. Sixty percent of Americans favor more regulation of online platforms.⁶The European Union is considering adopting new regulations and/or a “new competition tool” to deal with structural competition problems not effectively addressed through current rules.⁷The Antitrust Subcommittee report recommended a slew of changes aimed at ending the monopolies enjoyed by Google and other platforms.⁸
Given the widespread debate and rapidly changing environment, we believe that ~~Alphabet~~robust board oversight would improve Alphabet’s management of risks related to anticompetitive practices and that shareholders would benefit from ~~a misconduct clawback policy like~~more information about the one we propose. Clawback provisions can serve as deterrents and contribute to a “tone at the top” emphasizing ethical behavior. Google, Alphabet’s wholly-owned subsidiary, has recently come under fire for paying male executives fired after being accused of sexual harassment millions in severance packages and for continuing to employ some executives despite harassment complaints. The revelations spurred a protest by Google employees, who connected Google’s treatment of harassment claims with broader concerns over sexism at Google.
~~We urge shareholders to vote FOR this proposal.~~board’s role.

Alphabet Opposing Statement

~~Our Board of Directors has carefully considered this proposal~~The global regulatory landscape is ever-evolving, complex, and ~~for the reasons~~multifaceted. We have clear oversight responsibilities and robust structures in place to evaluate and manage competition-related risks on an ongoing basis that we publicly disclose.
As set forth ~~below, does not believe that it~~in our Audit and Compliance Committee Charter, which is inpublicly available on Alphabet’s Investor Relations website at https://abc.xyz/investor/other/board/#audit-committee, the ~~best interests~~Audit and Compliance Committee is specifically charged with overseeing risks and exposures associated with competition and regulatory compliance. In undertaking this risk assessment, the members of the ~~company~~Audit and ~~our stockholders.~~Compliance Committee, aided by members of management, including the company’s Chief Legal Officer and competition

Alphabet believes in enhancing transparency and, by natural extension, accountability of management to the Board of Directors led by our independent Chairman. In response to concerns raised in 2018, our Board of Directors and management have refocused their attention on enhancing our workplace culture, and announced significant revisions to its policies. The company continues to evaluate ways to further strengthen our response.
(1) E.g., https://www.usatoday.com/story/opinion/2020/02/14/googles-anti-competitive-practices-decimates-online-shopping-antitrust-column/4718626002/; https://www.mediapost.com/publications/article/343893/ad-tech-company-sues-google-for-anti-competitive-b.html; https://www.washingtonpost.com/ opinions/you-should-be-outraged-at-googles-anti-competitive-behavior/2017/07/07/e117b704-5de1-11e7-9b7d-14576dc0f39d_story.html
(2) https://advocacy.consumerreports.org/press_release/consumer-reports-survey-finds-that-most-americans-support-government-regulation-of-online-platforms/
(3) file:///Users/bethyoung/Documents/CtW/Antitrust/Legislative%20materials/Antiturst%20Subcommittee%20report%20competition_in_digital_markets.pdf, at 6-7, 14-15
(4) https://www.cnbc.com/2020/10/20/doj-antitrust-lawsuit-against-google.html
(5) htttps://mashable.com/article/google-eu-antitrust-fine-ads/
(6) https://advocacy.consumerreports.org/press_release/consumer-reports-survey-finds-that-most-americans-support-government-regulation-of-online-platforms/
(7) https://docs.house.gov/meetings/JU/JU05/20200729/110883/HHRG-116-JU05-20200729-SD007.pdf
(8) file:///Users/bethyoung/Documents/CtW/Antitrust/Legislative%20materials/Antitrust%20Subcommittee%20report%20competition_in_digital_markets.pdf, at 20 - 21.

The changes announced by Google included no longer requiring arbitration for employment claims, including but not limited to, sexual harassment and assault claims, providing more granularity around investigations and outcomes as part of our internal Investigations report, overhauling reporting channels and enhancing processes to handle concerns, and updating and expanding mandatory sexual harassment training. In addition, Google recommitted to diversity, equity and inclusion efforts, with its Chief Diversity Officer providing monthly progress updates to Google’s CEO. Google also disclosed the results of its pay equity analysis, which included 91% of Google employees in its analysis.
Our Code of Conduct requires all of our directors, executive officers, and employees to perform their duties to the highest possible standards of ethical business conduct. Any violation of our Code of Conduct or other policies may result in disciplinary action, including termination of employment and forfeiture of unvested equity awards.
~~ALPHABET INC.~~  ~~|  2019 Proxy Statement~~    84
ALPHABET • 2021 PROXY STATEMENT 73

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~~The Board~~
counsel experts, meet regularly and deliberate the impact of ~~Directors is also responsible for overseeing~~competition laws on the company’s ~~executive management~~strategies, including potential transactions, future growth and ~~ensuring~~business development, research and development of new products and services, and decisions with respect to entering new markets.
The Audit and Compliance Committee and the ~~company operates in ways that support the long-term interest of our stockholders. Our Corporate Governance Guidelines~~Chief Legal Officer also provide regular reports to the Board of Directors ~~with discretion~~ to ensure that it is apprised of these matters, including the ~~compensation structure~~status of investigations and ~~programs are in the best interest~~legal proceedings and an overview of ~~the company, but avoids the vague~~legislation and ~~subjective standards advocated by this proposal.~~
As the proponent notes, Section 304 of the Sarbanes-Oxley Act of 2002 already permits the SEC to seek recovery of incentive awards from our Chief Executive Officer and Chief Financial Officer if there are misstated financials resulting from their misconduct. If there is recovery of incentive awards, we are required to disclose this in our proxy statement with a description of when the compensation was recovered, the method used to determine the amount, and the amount of compensation recovered. However, as noted above, we may terminate an executive’s employment and thereby cause them to forfeit unvested equity awards, for reasons much broader than may be required by law. As such, thepolicy trends impacting competition matters. Our Board of Directors ~~believes this proposal is unnecessary as~~provides critical oversight of the regulatory challenges facing the company and its mitigation strategies.
In an effort to keep our stakeholders apprised of the ongoing risks, Alphabet provides disclosure regarding the increased regulatory scrutiny and related risks we face, in competition law matters and otherwise. See, for example, Alphabet’s latest Annual Report on Form 10-K filed with the SEC. Additionally, the company periodically posts updates and commentary about the company’s ~~current compensation structure strikes the right balance in retaining high-quality executive talent~~new and ~~motivating executives to deliver long-term results, while at the same time discouraging inappropriate behavior.~~
~~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” the stockholder proposal.
~~Alphabet Recommendation~~ongoing legal matters, including competition legal matters, on Google’s Public Policy blog.

Our Board of Directors ~~recommends~~does not believe that an additional report as detailed in the proposal would enhance our stockholders’ understanding of how the company oversees competition risks. In fact, the requested report could be a ~~vote “AGAINST”~~detriment to both the ~~stockholder proposal.~~
~~ALPHABET INC.~~  ~~|  2019 Proxy Statement~~    85
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~~Proposal Number 16~~ ~~Stockholder Proposal Regarding a Report on Content Governance~~
~~Report on Content Governance~~
~~WHEREAS,~~~~shareholders are concerned that Alphabet’s Google~~company’s and our stockholders’ interests. As disclosed in our filings with the SEC, our company is ~~failing to effectively address content governance concerns, posing risks to shareholder value. These concerns extend globally across multiple Google platforms~~involved in legal proceedings concerning antitrust and ~~products.~~
~~Google’s attempts thus far to address content governance have misfired. For example,~~various competition matters both in October 2017, Google acknowledged its automated system incorrectly flagged Google Docs content as violating its terms of service, blocking user-generated content and inconveniencing users. In June 2018, YouTube apologized for repeatedly filtering or demonetizing content created by LGBTQ users.
Google’s YouTube continues to provide a home for extremist content. In June 2018, U.S. news outlets reported that white supremacist and white nationalist content “found a home” on social network Google Plus, violating the ~~user policy. Data & Society research institute says: “The [YouTube] platform, and its parent company, have allowed racist, misogynist, and harassing content to remain online —~~United States and in ~~many cases,~~other jurisdictions around the world, and disagrees with a number of the claims and characterizations in those matters and in the supporting statement to ~~generate advertising revenue — as long as it does not explicitly include slurs.” The Network Contagion Research Institute,~~this proposal. As a ~~group tracking~~practical matter, most of the ~~spread of hate speech, found that the man charged in a mass shooting at a Pittsburgh synagogue linked to racist and antisemitic YouTube videos 71 times.~~
~~In December 2018, the~~~~Washington Post~~reported: “A year after YouTube’s chief executive promised to curb ‘problematic’ videos, it continues to harbor and even recommend hateful, conspiratorial videos, allowing racists, anti-Semites and proponents of other extremist views to use the platform as an online library for spreading their ideas.... The struggle to control the spread of such content poses ethical and political challenges to YouTube and its embattled parent company, Google.”
These controversies have drawn regulatory scrutiny. The European Union, for example, announced measures intended to pressure Google and other companies to combat disinformation ahead of EU parliament elections in May 2019. Security Commissioner Julian King said: “No excuses, no more foot dragging, because the risks are real.... They’ve got to get serious about this stuff.” CEO Sundar Pichai was summoned to Congress to respond to questions about the spread of conspiracy theories on YouTube, during which he said: “We are constantly undertaking efforts to deal with misinformation ... we are looking to do more ... it’s an area we acknowledge there’s more work to be done.” Shareholders are concerned that Google’s inability to address these issues proactively poses substantial regulatory, legal, and reputational risks to long-term value.
~~RESOLVED:~~~~Shareholders request Alphabet Inc. issue a report to shareholders at reasonable cost, omitting proprietary or legally privileged~~ information reviewing the efficacy of its enforcement of Google’s terms of service related to content policies and assessing the risks posed by content management controversies related to election interference, freedom of expression, and the spread of hate speech,relating to the company’s ~~finances, operations,~~legal strategies and ~~reputation.~~
~~SUPPORTING STATEMENT:~~~~Proponents recommend~~risks in connection with these legal proceedings are privileged and/or confidential. As such, the ~~report include assessment~~proposal, if implemented, may interfere with management’s and our Board of ~~the scope of platform abuses and address related ethical concerns.~~
~~Alphabet Opposing Statement~~
Google was founded with the mission to “organize the world’s information and make it universally accessible and useful.” We strongly believe that the abuse of our platforms to spread extremist content and disinformation is antithetical to that mission, and that we have a responsibility to prevent such abuses. We have undertaken substantial efforts to prevent the manipulation and abuse of our platforms and have, in many instances, reported these efforts publicly.
~~To combat violent or extremist content on our platform, we use a combination of human reviewers and cutting-edge machine learning, which has amplified our~~Directors’ ability to ~~identify~~adequately and fully respond ~~rapidly. Once potentially problematic content is flagged by our automated systems, human review verifies whether it violates our policies. If it does,~~to and defend against the ~~content is removed,~~ongoing investigations and is used to train our machines for better detection in the future. While our systems do classify content incorrectly, we are constantly working to improve in this area and to fix mistakes, and have made tremendous progress in recent years. For example, with respect to the automated systems that detect extremist content, our teams have manually reviewed over two million videos to provide large volumes of training examples, which help improve the machine learning flagging technology. Notably, machine learning now helps us take down extremist content before it has been widely viewed: well over 90% of the videos uploaded in September 2018 and removed for Violent Extremism had fewer than 10 views. Further, in Q4 of 2018, we removed 49,618 videos that violated our policies against violent extremism. We have published detailed descriptions of our efforts to combat violent extremism on YouTube in our YouTube Community Guidelines
~~ALPHABET INC.~~  ~~|  2019 Proxy Statement~~    86
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Transparency Report available at https://transparencyreport.google.com/youtube-policy/featured-policies/violent-extremism. On Search, we remove links to illegal content when reported to us and have a team that works on responding to government requests 24 hours a day across multiple time zones. We also process thousands of removal requests every year, and share that information in our Transparency Report, available at https://transparencyreport.google.com.
To combat disinformation, it is important to note that our business model is dependent on being a useful and trustworthy source of information for everyone, so we have a natural, long-term incentive to prevent anyone from promoting disinformation through our products. We have a significant effort dedicated to tackling the intentional spread of misinformation across Google Search, Google News, YouTube and our advertising systems, which we recently highlighted in a blog post (https://www.blog.google/around-the-globe/google-europe/fighting-disinformation-across-our-products/) and detailed in a white paper on How Google Fights Disinformation, available at https://storage.googleapis.com/gweb-uniblog-publish-prod/documents/How_Google_Fights_Disinformation.pdf.
For Search and News, we rank websites based on assessments of their relevance and authoritativeness based on 200+ factors, and we continue to improve on Search every day. In 2017 alone, we conducted more than 200,000 experiments that resulted in about 2,400 changes to Search. Each of those changes is tested to make sure it aligns with our publicly available Search Quality Rater Guidelines, which define the goals of our ranking systems and guide the external evaluators who provide ongoing assessments of our algorithms. We have been transparent about these developments, publishing detailed information about these constant Search improvements at https://www.google.com/search/howsearchworks/mission/. And in 2018, we launched a reimagined Google News that uses a new set of AI techniques to take a constant flow of information as it hits the web, analyze it in real-time, and organize it around breaking news events. We’ve published information about these improvements, including a discussion of how we leverage AI to improve Google News, at https://www.blog.google/products/news/new-google-news-ai-meets-human-intelligence/.
On YouTube, we have thousands of reviewers who operate 24/7 to address content that may violate our Community Guidelines, which are published at https://www.youtube.com/yt/about/policies/#community-guidelines, and we have expanded the team to meet evolving enforcement needs. There are several policies in the Community Guidelines that are directly applicable in some form to disinformation, including policies against hate speech, deceptive practices, scams, impersonation, spam, and harassment. We have taken aggressive action to ensure compliance with our Community Guidelines. For example, in Q4 2018, 76.9 million videos were removed due to a channel-level suspension. More detailed information about our YouTube Community Guidelines enforcement efforts are available at https://transparencyreport.google.com/youtube-policy/removals.
Furthermore, we understand that the content of both ads and publisher sites needs to be safe and provide a positive experience for users, and we have created clear advertising policies, published here, https://support.google.com/adspolicy/answer/6008942?hl=en, that govern what content can and cannot be monetized. Our policies to tackle the specific issue of disinformation on our advertising platforms focus on misrepresentative or harmful behavior by advertisers or publishers, while avoiding judgments on the veracity of statements made about politics or current events. To that end, we have developed a number of policies designed to catch bad behaviors, including many that can be associated with disinformation campaigns. And on March 14, 2019, we published our most recent Bad Ads report, available at https://www.blog.google/products/ads/enabling-safe-digital-advertising-ecosystem/, where we explain how we are using evolving policies and better technology to find and remove policy-violating ads. Notably, in 2018, we removed ads from approximately 1.2 million pages, more than 22,000 apps, and nearly 15,000 sites across our ad network for violations of policies directed at misrepresentative, hateful or other low-quality content.
Finally, with respect to elections, in 2017, following internal investigations, we publicly released the written testimony of Kent Walker, then Senior Vice President and General Counsel of Google, that provided a detailed overview of how we are committed to preventing election interference (https://www.blog.google/outreach-initiatives/public-policy/security-and-disinformation-us-2016-election/). This testimony also reported that the actual amount of state-sponsored interference was limited because of the company’s various safeguards and the fact that our products are not particularly suitable for the kind of micro-targeting or viral dissemination that these state-sponsored entities preferred. Google also recently released an update to state-sponsored election influence attempts on our official blog on August 23, 2018 (https://www.blog.google/technology/safety-security/update-state-sponsored-activity/). In this update, we reiterated that “[a]ctors engaged in this type of influence operation violate our policies, and we swiftly remove such content from our services and terminate these actors’ accounts.”
On September 4, 2018, Google publicly released new written testimony of Kent Walker, Senior Vice President, Global Affairs & Chief Legal Officer, Google (https://www.blog.google/outreach-initiatives/public-policy/our-testimony-us-senate-select-committee-intelligence/). The new testimony publicly reported a number of additional actions we have taken to combat election interference since the 2017 testimony. These actions include, among others, (i) a verification program requiring purchasers of federal election ads to provide U.S. government identification, other key information, and to confirm they are a U.S. citizen or lawful permanent resident or a U.S.-based organization; (ii) the implementation of in-ad disclosures to help people understand who is paying for an election ad; (iii) the launch of a political ad Transparency Report which provides data about the entities buying election-related ads on our platforms, how much money is spent across states and congressional districts on such ads, and who the top advertisers are overall, among other factors; and (iv) the launch of a searchable ad library which is updated weekly that discloses a wide range of information, such as which ads had the most views, what the latest election ads running on Google’s platforms are, and provides deep dives into specific advertisers’ campaigns.
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We have also expanded the reach of our programs and tools beyond the United States. For example, in January 2019, Google provided an update on our work to prevent abuse ahead of the EU elections in May (https://www.blog.google/around-the-globe/google-europe/update-our-work-prevent-abuse-ahead-eu-elections/). Google also announced that it would launch an India-specific Political Advertising Transparency Report and searchable Political Ads Library ahead of upcoming elections in India.legal proceedings.

Given the ~~significant work that we have done in~~clear oversight of competition-related matters by the Audit and Compliance Committee, the ongoing review of these ~~areas,~~matters by the full Board of Directors, our public reporting of these issues, and ~~our commitment to continue to keep~~ the ~~public informed about our efforts,~~privileged and/or confidential nature of the information that would be required in the report requested by this proposal, our Board of Directors does not believe that implementing this proposal would benefit our stockholders.
Accordingly, our Board of Directors recommends that stockholders vote “AGAINST” this proposal.

Required Vote

Approval of the stockholder proposal requires the affirmative “FOR” 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” the stockholder proposal.

Alphabet Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” THE STOCKHOLDER PROPOSAL.
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Governance 2 Director and
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Compensation 3 Audit
Matters 4 Management
and Stockholder
Proposals 5 Questions and
Answers
Proposal Number 11 Stockholder Proposal Regarding a Transition to a Public Benefit Corporation
RESOLVED: Shareholders request our Board of Directors take steps necessary to amend our certificate of incorporation and, if necessary, bylaws (including presenting such amendments to the shareholders for approval) to become a public benefit corporation (a “PBC”), contingent on Class B stockholders converting sufficient Class B shares to Class A or Class C to ensure that at least 60% of the Company’s voting power is not beneficially owned or controlled by the holders of Class B Shares.
SUPPORTING STATEMENT: Estimates state the Company has more than 4 billion users.¹It has eight applications with more than one billion users.²This reach creates unique power, and power demands accountability. But our governance is structured to produce profits without accountability.
As a conventional corporation, the duties of Company directors emphasize shareholders, not stakeholders (except to the extent they create value for shareholders). In contrast, PBC directors must “balance” interests of shareholders, stakeholders, and specified benefits,³ allowing the corporation to protect communities, even when it reduces financial return to shareholders in the long run.
This distinction is critical. The Company’s capacity to link people around the globe provides potential to contribute to religious persecution,⁴put democracy at risk,⁵and undermine vaccination.⁶Threats to freedom, democratice principles, and public health could be prioritized at a PBC, even if it sacrifices return.
These threats matter to the vast majority of our diversified shareholders: as of September 2020, the top five holders of the Company’s shares were mutual fund companies with indexed or otherwise broadly diversified portfolios. Diversified shareholders lose when companies harm the economy, because the value of diversified portfolios rises and falls with GDP.⁷ While the Company may profit by ignoring costs it inflicts on society, its diversified shareholders ultimately internalize those costs. (They may also be personally at risk from them).
Shareholders deserve an opportunity to vote on an amendment that will align our governance with shareholder interests and the global community in order to create meaningful accountability.
However, our multiclass structure, which vests control in individuals with wealth concentrated in our stock, could limit the efficacy of PBC status, because their concentrated ownership means they benefit when the company sacrifices social good for its own profit. Thus, the board resolution should provide that the amendment will only be effected if these individuals convert a number of high votes to low or no votes shares sufficient to provide meaningful accountability to diversified shareholders.
Vote to Transition to Public Benefit Corporation- Proposal 11
(1) https://review42.com/google-statistics-and-facts/#:~:text=Google’s%20search%20engine%20market%20share.over%20one%20billion%20acdtive%20users
(2) https://www.sec.gov/ix?doc=/Archives/edgar/data/1652044/000165204420000008/goog10-k2019.htm#s8845EA78D2E95963AFCF7E636F3B28E0
(3) 8 Del C, §365.
(4) https://www.businessinsider.com/china-likely-laid-out-how-google-can-help-persecute-uighur-minority-2018-10
(5) https://www.thedailybeast.com/cheats/2016/11/16/google-ceo-fake-news-could-ve-swung-election
(6) https://www.thedailybeast.com/you-wont-believe-how-easy-it-is-to-buy-anti-vaxx-ads-on-google-and-twitter
(7) See Universal Ownership: Why Environmental Externalities Matter to Institutional Investors, Appendix IV (demonstrating linear relationship between GDP and a diversified portfolio) available at https://www.unepfi.org/fileadmin/documents/universal_ownership_full.pdf; cf. https://www.advisorperspectives.com/ dshort/updates/2020/11/05/market-cap-to-gdp-an-updated-look-at-the-buffett-valuation-indicator (total market capitalization to GDP “is probably the best single measure of where valuations stand at any given moment”) (quoting Warren Buffet).
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Answers
Alphabet Opposing Statement
Our Board of Directors believes that the corporate structure set out in our Amended and Restated Certificate of Incorporation is in the best interests of the company and our stockholders and our other stakeholders.
The company is committed to building products that improve the lives of people everywhere, while ensuring that everything we do is ethical, fair, and responsible. We strive to serve the best interest of not just our stockholders, but our other stakeholders, including our users, workforce, and communities we operate in. On behalf of our (not so conventional) Delaware corporation, our Board of Directors takes a holistic approach in making business and strategic decisions. In today’s business environment, the link between corporate conduct and the related impact to stockholder value is ever-increasing. As such, consideration of the effect of corporate actions on various stakeholders, which is permitted by Delaware law, in some cases could be an important factor in the exercise of the Board of Directors’ fiduciary duty to make informed decisions.
We recognize the way we address broader social challenges may impact a number of aspects of our business, including our financial performance, relationships with our current and potential users and investors, and ability to attract and retain the world’s best talent. As such, we believe conducting business in a socially responsible and sustainable manner is part and parcel of making business decisions that seek to enhance our ability to succeed over the long term.
Our current structure in no way hinders our ability to undertake a wide range of impactful short-term and long-term projects and initiatives that could be considered “public benefits” as defined in the Delaware law, and we continually engage in projects and initiatives that may be viewed as “protect[ing] communities.” We combine funding, innovation, and technical expertise to solve some of humanity’s biggest challenges in a number of important areas:
• Alphabet has been carbon neutral since 2007 and is not only the world’s largest annual corporate purchaser of renewable energy in the world (based on renewable electricity purchased in megawatt-hour), but has also committed nearly $2.7 billion in large-scale renewable energy projects with a total combined capacity of 4.6 GW since 2010. Our goal is to run our business on carbon-free energy everywhere, at all times, by 2030.
• In 2019, we announced our $1 billion housing commitment to help increase the Bay Area’s housing supply and support organizations on the frontlines of homelessness.
• In 2020, Alphabet issued $5.75 billion in sustainability bonds, the largest sustainability or green bond issuance by any company in history, to fund projects in various different areas, including energy efficiency, clean energy, green buildings, clean transportation, affordable housing, commitment to racial equity, support for small businesses, and COVID-19 response relief.
• In June 2020, YouTube announced a multi-year $100 million fund to amplify and develop the voices of Black creators and artists and their stories.
• In March 2020, as part of a $800+ million commitment to support small businesses and crisis response during the COVID-19 pandemic, Google announced an investment fund to help provide small businesses with access to capital. In the U.S., Google partnered with Opportunity Finance Network (OFN) to create the Grow with Google Small Business Fund. The fund provides low-interest loans and Google.org grants to community development financial institutions (CDFIs), who in turn provide funds to small businesses in underserved communities across the country. The U.S. fund has grown to $180 million since our initial commitment. Internationally, Google has formed partnerships with NGOs and financial institutions around the world that are helping us distribute $75 million to small businesses outside of the U.S.
• In January 2021, Alphabet pledged an additional $150 million to promote COVID-19 vaccine education and equitable access.
• In March 2021, Google announced that it plans to invest over $7 billion to expand Google offices and data centers and create at least 10,000 new jobs across the U.S. It also released an Economic Impact Report showing that Google helped provide $426 billion of economic activity for more than 2 million businesses, nonprofits, publishers, creators and developers in 2020.
• Throughout Alphabet and our Other Bets, we are also using technology to try and solve big problems across many industries. For instance, DeepMind announced in November 2020 that its latest version of AI system, AlphaFold, found a solution to the “protein folding problem” that has challenged the scientific community for over 50 years. This breakthrough has the potential to serve as a platform to advance our understanding of fundamental scientific problems, with implications for areas like drug design and environmental sustainability.
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Answers
We periodically publish our progress on some of our efforts that benefit our global community. For example, an overview of Google’s corporate environmental sustainability initiatives can be found at https://google.com/sustainability and information on racial equity commitments can be found at https://about.google/commitments/racialequity/.
Further, as a practical matter, the company has no power or authority to compel the current holders of our Class B stock to convert their Class B shares to Class A shares or to control or dictate who buys and accumulates voting stock of the company to be able to ensure at all times that there is a diversified stockholder base, as this proposal requests. The company also cannot control or ensure that stockholders will give approval, or that our stockholders would be able to agree on what the identified public benefit(s) should be when casting their votes for this proposal, given the lack of guidance provided.
Our Board of Directors believes in continuing to lead with transparency, accountability, and integrity to serve our stockholders and stakeholders. Our existing corporate structure allows us to do all of this and much more, without being limited to a specified public benefit. 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 or represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class. Unless marked to the contrary, proxies received will be voted “AGAINST” the stockholder proposal.

~~ALPHABET INC.~~  ~~|  2019~~ Alphabet Recommendation
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” THE STOCKHOLDER PROPOSAL.
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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING
PROXY MATERIALS
1. Why am I receiving these materials?
Our Board of Directors has made these materials available to you 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 2021 Annual Meeting of Stockholders (Annual Meeting), which will take place on Wednesday, June 2, 2021 at 9:00 a.m., Pacific Time, via our virtual meeting site at www.virtualshareholdermeeting.com/GOOGL21. 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 6, 2021, the Record Date for the Annual Meeting, or hold a valid proxy for the Annual Meeting. This proxy statement includes information that we are required to provide to you under the SEC rules and that is designed to assist you in voting your shares.
2. What is included in the proxy materials?
The proxy materials include:
• our proxy statement for the Annual Meeting;
• our Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2020; and
• the proxy card or a voting instruction form for the Annual Meeting.
3. What information is contained in this proxy statement?
The information in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and certain of our executive officers, corporate governance, and certain other required information.
4. Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
In accordance with rules adopted by the SEC, we may furnish proxy materials, including this proxy statement and our Annual Report, to our stockholders by providing access to such documents 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, 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 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.
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5. I share an address with another stockholder and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, the proxy materials to multiple stockholders who share the same address unless we receive contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written request, we will deliver promptly a separate copy of the Notice and, if applicable, the proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the Notice and, if applicable, the proxy materials, stockholders may contact us as follows:

Investor Relations
Alphabet Inc.
1600 Amphitheatre Parkway
Mountain View, California 94043 Email: investor-relations@abc.xyz (650) 253-3393
Stockholders who hold shares in street name (as described on page 80) may contact their brokerage firm, bank, broker-dealer, or other similar organization to request information about householding.
6. How can I access the proxy materials over the Internet?
The Notice, proxy card, or voting instruction form will contain instructions on how to:
• view our proxy materials for the Annual Meeting on the Internet and vote your shares; and
• instruct us to send our future proxy materials to you electronically by email.
Our proxy materials are also available on our Investor Relations website at https://abc.xyz/investor/other/annual-meeting/.
Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you, and will reduce the impact of printing and mailing these materials on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you revoke it.
— VOTING INFORMATION
7. What items of business will be voted on at the Annual Meeting?
The items of business scheduled to be voted on at the Annual Meeting are set forth beginning on page 53 of this proxy statement. We will also consider any other business that properly comes before the Annual Meeting. See Question 21.
8. How does the Board of Directors recommend that I vote?
Our Board of Directors recommends that you vote your shares “FOR” each of the director nominees, “FOR” Proposals Number 2, and Number 3, and “AGAINST” Proposals Number 4 through Number 11.
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9. What shares can I vote?
Each share of Alphabet Class A common stock and Class B common stock issued and outstanding as of the close of business on April 6, 2021, 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 346,583,678 shares of Class A common stock and Class B common stock issued and outstanding, consisting of 300,746,730 shares of Class A common stock and 45,836,948 shares of Class B common stock. On the Record Date, we had 324,511,693 shares of Class C capital stock issued and outstanding.
10. How many votes am I entitled to per share?
Each holder of shares of Alphabet Class A common stock is entitled to one (1) vote for each share of Class A common stock held as of the Record Date, and each holder of shares of Alphabet Class B common stock is entitled to ten (10) votes for each share of Class B common stock held as of the Record Date. The holders of the shares of Alphabet Class A common stock and Class B common stock are voting as a single class on all matters described in this proxy statement for which your vote is being solicited.
11. What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Most Alphabet stockholders hold their shares as a beneficial owner through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
• Stockholder of Record—If your shares are registered directly in your name with our transfer agent, Computershare Investor Services (Computershare), you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to grant your voting proxy directly to Alphabet or to vote during the Annual Meeting. If you requested to receive printed proxy materials, you may use the proxy card that was sent to you. You may also vote over the Internet, by telephone, or by mail as described in the Notice and under Question 13.
• Beneficial Owner—If your shares are held in an account at a brokerage firm, bank, broker-dealer, trust, or other similar organization, like the vast majority of our stockholders, you are considered the beneficial owner of shares held in street name, and the Notice was forwarded to you by that organization. As the beneficial owner, you may vote over the Internet, by telephone, or by mail, as described in the Notice and under Question 13. You may also direct your broker, bank, trustee or nominee how to vote your shares, and you may vote during the Annual Meeting. If you do not wish to vote during the Annual Meeting or you will not be participating in the Annual Meeting, you may vote over the Internet, by telephone, or by mail, as described in the Notice and under Question 13.
12. How can I vote my shares at the Annual Meeting?
This proxy statement was first mailed to stockholders on or about April 23, 2021. It is furnished in connection with the solicitation of proxies by the Board of Directors of Alphabet to be voted during the Annual Meeting for the purposes set forth in the accompanying Notice of Annual Meeting.
Participation in the Annual Meeting is limited to holders of Class A or Class B common stock as of April 6, 2021. You will be able to participate in, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/GOOGL21. To be admitted to and to vote at the Annual Meeting at www.virtualshareholdermeeting.com/GOOGL21, 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 over the Internet by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can also vote by mail or telephone pursuant to instructions provided on the proxy card.
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Answers
If you hold shares beneficially in street name, you may also vote by proxy over the Internet by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can also vote by telephone or mail by following the voting instruction form provided to you by your broker, bank, trustee, or nominee.
14. Can I change my vote or revoke my proxy?
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 via the Internet or by telephone or deliver a valid written proxy with a later date; (2) notify Alphabet’s 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/GOOGL21.
15. Is my vote confidential?
Proxy ~~Statement~~    88instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Alphabet or to third parties, except: (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote, and (3) to facilitate a successful proxy solicitation. Occasionally, stockholders provide on their proxy card written comments, which are then forwarded to Alphabet management.
16. How many shares must be present or represented to conduct business at the Annual Meeting?
The quorum requirement for holding the Annual Meeting and transacting business is that holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock outstanding as of the Record Date must be present or represented by proxy. Both abstentions and broker non-votes (described below in Question 18) are counted for the purpose of determining the presence of a quorum.
17. How are votes counted?
For each proposal submitted for a vote, you may vote “FOR,” “AGAINST,” or “ABSTAIN.” If you elect to “ABSTAIN,” the abstention has the same effect as a vote “AGAINST.” Broker non-votes (described below in Question 18) will not affect the outcome of any item of business being voted on at the Annual Meeting, assuming that a quorum is obtained.
If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. If no instructions are indicated on a properly executed proxy card or over the telephone or Internet, the shares will be voted as recommended by our Board of Directors.
18. What is the voting requirement to approve each of the proposals?
The approval of all eleven proposals in each case requires the affirmative “FOR” vote of the holders of a majority of the voting power of Alphabet’s shares of Class A common stock and Class B common stock represented by proxy at the Annual Meeting and entitled to vote thereon, voting together as a single class (meaning that of the shares represented at the Annual Meeting and entitled to vote, a majority of them must be voted “FOR” the proposal for it to be approved).
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, 2021. 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.
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 adopt Alphabet’s 2021 Stock Plan (Proposal Number 3), and each of the stockholder proposals (Proposals Number 4 through Number 11), in the absence of your specific instructions, we encourage you to provide instructions to your broker regarding the voting of your shares.
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and Stockholder
Proposals 5 Questions and
Answers
19. Is cumulative voting permitted for the election of directors?
No, you may not cumulate your votes for the election of directors.
20. Who will bear the cost of soliciting votes for the Annual Meeting?
Alphabet is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials and soliciting votes. If you choose to access the proxy materials and/or vote 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 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 $10,000 plus reasonable out-of-pocket expenses for these services.
21. What happens if additional matters are presented at the Annual Meeting?
Other than the eleven items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, 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 the Board of Directors.
22. Where can I find the voting results of the Annual Meeting?
We will announce preliminary voting results at the Annual Meeting and publish final voting results on the 2021 Annual Meeting section of our Investor Relations website at https://abc.xyz/investor/other/annual-meeting/. We will also disclose the final voting results in a Current Report on Form 8-K filed with the SEC within four business days of the Annual Meeting.
— PARTICIPATING IN THE ANNUAL MEETING
23. How can I participate in the Annual Meeting?
You are entitled to participate in the Annual Meeting if you were a holder of Alphabet Class A or Class B common stock as of the Record Date or you hold a valid proxy for the Annual Meeting. This year’s Annual Meeting will be accessible through the Internet. We have adopted a virtual format for the Annual Meeting to make participation accessible for stockholders from any geographic location with Internet connectivity. We have worked to offer the same participation opportunities as were provided at the in-person portion of our past meetings while further enhancing the online experience available to all stockholders regardless of their location. The accompanying proxy materials include instructions on how to participate in the Annual Meeting and how you may vote your shares.
Alphabet stockholders of Class A or Class B common stock (or their proxy holders) as of the close of business on the Record Date can participate in and vote at the Annual Meeting by logging in with the 16-digit control number found in the box marked by the arrow for postal mail recipients of the Notice, the voting instruction form, or the proxy card, or within the body of the email for electronic delivery recipients, at www.virtualshareholdermeeting.com/GOOGL21. All others may view the Annual Meeting through our Investor Relations YouTube channel at www.youtube.com/c/AlphabetIR.
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 via the Internet, telephone, or if you received a printed copy of your proxy materials, by mail - in each case the deadline for voting is 11:59 p.m., Eastern Time, on Tuesday, June 1, 2021. To vote your shares via the Internet in advance of the Annual Meeting, go to the voting website, www.proxyvote.com and enter your 16-digit control number.
You may submit a question in advance of the Annual Meeting 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/GOOGL21.
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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 2, 2021. If you have difficulty accessing the Annual Meeting or during the Annual Meeting, please call: (844) 986-0822 (toll-free) or (303) 562-9302 (international). Technical support will be available 30 minutes prior to the start time of the Annual Meeting.
24. Is the Annual Meeting going to be webcast?
For your convenience, we are pleased to offer a live webcast of the Annual Meeting through our Investor Relations YouTube channel at https://www.youtube.com/c/AlphabetIR.
25. Who will serve as inspector of elections?
Our independent inspector of elections, Broadridge Financial Services, Inc. will tabulate votes cast by proxy or electronically during the meeting. We expect to publish the final vote tabulation on the 2021 Annual Meeting section of our Investor Relations website at https://abc.xyz/investor/other/annual-meeting/ within one business day after the Annual Meeting. We will also report the results in a Form 8-K filed with the SEC within four business days after the Annual Meeting.
26. How can I contact Alphabet’s transfer agent?
Contact our transfer agent by either writing to Computershare Investor Services, P.O. Box 505000, Louisville, KY 40233-5000 (courier services should be sent to Computershare Investor Services, 462 South 4^thStreet, Suite 1600, Louisville, KY 40202-3467), 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.
— STOCKHOLDER PROPOSALS, DIRECTOR NOMINATIONS, AND RELATED BYLAW PROVISIONS
27. What is the deadline to propose actions for consideration at next year’s AnnualMeeting 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 2022 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 timely for inclusion in our proxy statement for our 2022 Annual Meeting of Stockholders, the Corporate Secretary of Alphabet must receive the written proposal at our principal executive offices or at the email address set forth below no later than Friday, December 24, 2021. If we hold our 2022 Annual Meeting of Stockholders more than 30 days before or after June 2, 2022 (the one-year anniversary date of the 2021 Annual Meeting of Stockholders), we will disclose the new deadline by which stockholder proposals must be received under Item 5 of Part II of our earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably determined to inform stockholders. In addition, stockholder proposals must otherwise comply with the requirements of Rule 14a-8 under the Exchange Act and with the SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed in one of the following two ways:
1. via mail with a copy via email: 2. via email only:
Alphabet Inc.
Attn: Corporate Secretary
1600 Amphitheatre Parkway
Mountain View, California
94043 With a copy via email: corporatesecretary@abc.xyz     OR corporatesecretary@abc.xyz
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 2022 Annual Meeting of Stockholders, our Corporate Secretary must receive the written notice at our principal executive offices and/or at the email address set forth above:
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• not earlier than the close of business on February 2, 2022, and
• not later than the close of business on March 4, 2022.
If we hold our 2022 Annual Meeting of Stockholders more than 30 days before or after June 2, 2022 (the one-year anniversary date of the 2021 Annual Meeting of Stockholders), the notice of a stockholder proposal that is not intended to be included in our proxy statement must be received not later than the close of business on the earlier of the following two dates:
• the 10^thday following the day on which notice of the meeting date is mailed, or
• the 10^thday following the day on which public disclosure of the meeting date is made.
If a stockholder who has notified us of his or her intention to present a proposal at an annual meeting does not appear to present his or her proposal at such meeting, we are not required to present the proposal for a vote at such meeting.
Nomination of Director Candidates: You may propose director candidates for consideration by our Nominating and Corporate Governance Committee. Any such recommendations should include the nominee’s name and qualifications for membership on our Board of Directors, and should be directed to the Corporate Secretary of Alphabet at the mailing and/or email address set forth above. For additional information regarding stockholder recommendations for director candidates, see “Directors, Executive Officers, and Corporate Governance—Corporate Governance and Board Matters—Consideration of Director Nominees—Stockholder Recommendations and Nominees” on page 27 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/. 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.
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APPENDIX A ALPHABET INC. ~~AMENDED AND RESTATED 2012~~
2021 STOCK PLAN

1. Purpose of the Plan
This Plan is intended to promote the interests of the Company and its stockholders by providing the employees and consultants of the Company and members of the Board of Directors with incentives and rewards to encourage them to continue in the service of the Company and with a proprietary interest in pursuing the long-term growth, profitability, and financial success of the Company.
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:~~
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 Directors who are not employees of the Company in accordance with Section 3(b) below. Stock-based Awards may be in the form of any of the following, in each case in respect of Capital Stock: (a) Options, (b) stock appreciation rights, (c) restricted shares, (d) restricted stock units, (e) dividend equivalent rights, and (f) other equity-based or equity-related Awards (including, without limitation, the grant or offer for sale of unrestricted shares of Capital Stock) that the Committee determines to be consistent with the purposes of the Plan and the interests of the Company. Cash-based awards may be in the form of ~~(a)~~(i) retainers, ~~(b)~~(ii) meeting-based fees or ~~(c)~~(iii) any other cash award that the Committee determines to be consistent with the purposes of the Plan and the interests of the Company.

(c) “Board of Directors” means the Board of Directors of Alphabet.

(d) “Capital Stock” means Alphabet’s Class C ~~Capital Stock,~~capital stock, $0.001 par value per share, or any other security into which such capital stock shall be changed as contemplated by the adjustment provisions of Section 9 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) “Deferred Compensation Plan” means any plan, agreement or arrangement maintained by the Company from time to time that provides opportunities for deferral of compensation.

(j) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(k) “Fair Market Value” means, with respect to a share of Capital Stock, as of the applicable date of determination (i) the closing sales price on the date of determination or, if not so reported for such day, the immediately preceding business day of a share of Capital Stock as reported on the principal securities exchange on which shares of Capital Stock are then listed or admitted to trading or (ii) if not so reported, the closing bid price on the date of determination or, if not so reported for such day, on the immediately preceding business day as reported on 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.

(l) “Incentive Award” means one or more Awards, Stock Incentive Awards and Cash Incentive Awards, collectively.
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(m) “~~Incentive Award Transfer Program”~~ISO” means any program instituted by the Board of Directors or the Committee which would permit Participants the opportunity to transfer any outstanding Incentive Awards to a financial institution or other Person selected by the Board of Directors or the Committee.
~~(n)~~ ~~“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.
~~(o)~~
(n) “Option” means a stock option to purchase shares of Capital Stock granted to a Participant pursuant to Section 6 of the Plan.
~~(p)~~
(o) “Other Stock-Based Award” means an award granted to a Participant pursuant to Section 7 of the Plan.
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~~(q)~~
(p) “Participant” means an employee or consultant of the Company or a member of the Board of Directors who is eligible to participate in the Plan pursuant to the terms and conditions hereof and to whom one or more Incentive Awards have been granted pursuant to the Plan and have not been fully settled or cancelled and, following the death of any such Person, his successors, heirs, executors and administrators, as the case may be.

~~(r)~~(q) “Person” means a “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act, including any “group” within the meaning of Section 13(d)(3) under the Exchange Act.

(r) “Permitted Transferee” means a member of the Participant’s immediate family (child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships), any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons have more than 50% of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than 50% of the voting interests.
(s) “Plan” means this ~~2012~~Alphabet Inc. 2021 Stock Plan, as it may be amended from time to time.

(t) “Securities Act” means the Securities Act of 1933, as amended.

(u) “Stock Incentive Award” means an Option or Other Stock-Based Award granted pursuant to the terms of the Plan.

(v) “Subsidiary” means any “subsidiary” within the meaning of Rule 405 under the Securities Act.
3. Stock Subject to the Plan and Limitations on ~~Cash Incentive~~Non-Employee Director Awards
(a) Stock Subject to the Plan

The maximum number of shares of Capital Stock that may be covered by Incentive Awards granted under the Plan shall not exceed ~~88,000,000~~60,010,002 shares in the aggregate, which is the sum of:
(i) 3,500,000 new shares of Capital Stock, ~~in the aggregate. The maximum number of~~and
(ii) 56,510,002 shares of Capital Stock consisting of (A) the number of shares available for future issuance under the Alphabet Inc. Amended and Restated 2012 Plan (the “2012 Plan”) as of April 14, 2021, the date our Board of Directors approved the Plan, and (B) the number of unvested shares granted and outstanding under the 2012 Plan as of April 14, 2021 that may expire, be ~~covered by Incentive Awards granted under~~forfeited, canceled, or otherwise terminated without issuance, or are settled in cash, or tendered (either actually or through attestation) to the ~~Plan that are intended to be ISOs shall not exceed 88,000,000 shares~~Company in payment of ~~Capital Stock~~any obligation in ~~the aggregate.~~ connection with an award.
The shares referred to in the preceding sentences of this paragraph shall be subject to adjustment as provided in Section 9 and the following provisions of this Section 3. Shares of Capital Stock issued under the Plan may be either authorized and unissued shares or treasury shares, or both, at the sole discretion of the Committee.

For purposes of the preceding paragraph, shares of Capital Stock covered by Incentive Awards shall only be counted as used to the extent they are actually issued and delivered to a Participant (or such Participant’s permitted transferees as described in the Plan) pursuant to the Plan. For purposes of clarification, in accordance with the preceding sentence if an Incentive Award is settled for cash or if shares of Capital Stock are withheld to pay the exercise price of an Option or to satisfy any tax withholding requirement in connection with an Incentive Award, only the shares issued (if any), net of the shares withheld, will be deemed delivered for purposes of determining the number of shares of Capital Stock that are available for delivery under the Plan. In addition, shares of Capital Stock related to Incentive Awards that expire, are forfeited or cancelled or ~~terminate~~terminated for any reason without the issuance of shares shall not be treated as issued pursuant to the Plan. In addition, if shares of Capital Stock owned by a Participant (or such Participant’s permitted transferees as described in the Plan) are tendered (either actually or through attestation) to the Company in payment of any obligation in connection with an Incentive Award, the number of shares tendered shall be added to the number of shares of Capital Stock that are available for delivery under the Plan. Shares of Capital Stock covered by Incentive Awards granted pursuant to the Plan in connection with the conversion, replacement, or adjustment of outstanding equity-based awards to reflect a merger or acquisition (within the meaning of NASDAQ Listing Rule 5635(c) and Interpretive Material 5635-1) shall not count as used under the Plan for purposes of this Section 3. Notwithstanding anything to the contrary herein, shares of Capital Stock attributable to Incentive Awards transferred under any Incentive Award Transfer Program shall not again be available for delivery under the Plan.
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(b) Non-Employee Director Awards

In order to retain and compensate the non-employee members of the Board of Directors for their services, and to strengthen the alignment of their interests with those of the stockholders of the Company, the Plan permits the grant of cash-based and stock-based Awards to any non-employee member of the Board of Directors. Aggregate Awards granted to any non-employee 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) Successor to the 2012 Plan
The Plan is intended as the successor to the 2012 Plan. Following the date of the approval of the Plan by our stockholders (the Approval Date), no additional awards may be granted under the 2012 Plan. In addition, from and after the Approval Date, all outstanding awards granted under the 2012 Plan will remain subject to the terms of the 2012 Plan; provided, however, that any shares of Capital Stock subject to awards under the 2012 Plan that are outstanding as of the Approval Date that terminate by reason of expiration, forfeiture, cancellation, or otherwise, without the issuance of such shares, that are settled in cash, or that are tendered (either actually or through attestation) to the Company in payment of any obligation in connection with an award will become available for issuance of Incentive Awards under the Plan (as further described in Section 3(a) herein).

4. Administration of the Plan

The Plan shall be administered by a Committee of the Board of Directors consisting of two or more persons, each of whom qualifies as a “non-employee director” (within the meaning of Rule 16b-3 promulgated under Section 16 of the Exchange Act), 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.

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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 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 a leave of absence approved by the Company is not so guaranteed, then three months following the 91^stday of such leave any ISO held by the Participant will cease to be treated as an ISO and will be treated for tax purposes as a non-qualified Option. The provisions of this paragraph shall be administered and interpreted in a manner that does not give rise to any tax under Section 409A of the Code.

The employment of a Participant with the Company shall be deemed to have terminated for all purposes of the Plan if such Participant is employed by or provides services to a Person that is a Subsidiary of the Company and such Person ceases to be a Subsidiary of the Company, unless the Committee determines otherwise. The Committee may, without limitation and in its discretion, in connection with any such determination, provide for the accelerated vesting of any Incentive Award upon or after such cessation, subject to such terms and conditions as the Committee shall specify. The employment of a Participant with the Company shall not be deemed to have terminated for any purpose of the Plan if such Participant is employed by a Person that is part of the Company, and such Participant’s employment is subsequently transferred to any other Person that is part of the Company, unless and to the extent the Committee specifies otherwise in writing in the instrument evidencing the grant of an Incentive Award or otherwise. A Participant who ceases to be an employee of the Company but continues, or simultaneously commences, services as a consultant or director of the Company
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shall not be deemed to have had a termination of employment for purposes of the Plan, unless the Committee determines otherwise. Decisions of the Committee shall be final, binding and conclusive on all parties. All discretion granted to the Committee pursuant to this paragraph must be exercised in a manner that would not cause any tax to become due under Section 409A of the Code.

On or after the date of grant of an Incentive Award under the Plan, the Committee may (i) accelerate the date on which any such Incentive Award becomes vested, exercisable or transferable, as the case may be, (ii) extend the term of any such Incentive Award, including, without limitation, extending the period following a termination of a Participant’s employment during which any such Incentive Award may remain outstanding, (iii) waive any conditions to the vesting, exercisability or transferability, as the case may be, of any such Incentive Award, or (iv) provide for the payment of dividends or dividend equivalents with respect to any such Incentive Award; provided, that the Committee shall not have any such authority to the extent that the grant of such authority would cause any tax to become due under Section 409A of the Code.

The ~~Board of Directors or the Committee may, at any time, in its sole and complete discretion, implement an Incentive Award Transfer Program.~~
~~The~~ Company shall pay any amount payable with respect to an Incentive Award in accordance with the terms of such Incentive Award, provided that the Committee may, in its discretion, defer the payment of amounts payable with respect to an Incentive Award subject to and in accordance with the terms of a Deferred Compensation Plan.

5. Eligibility

The Persons who shall be eligible to be selected by the Committee from time to time to receive Incentive Awards pursuant to the Plan shall be those Persons (a) who are employees and consultants of, or who render services directly or indirectly to, the Company or (b) who are members of the Board of Directors. Each Incentive Award granted under the Plan shall be evidenced by an instrument in writing in form and substance approved by the Committee.

6. Options

The Committee may from time to time grant Options, subject to the following terms and conditions:

(a) Exercise Price
~~The exercise price per share of Capital Stock covered by any Option shall be not less than 100% of the Fair Market Value of a share of Capital Stock on the date on which such Option is granted.~~
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~~Back to Contents~~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,howeverthat 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,howeverthat 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.

(iii) An Option shall be exercised by such methods and procedures as the Committee determines from time to time, including without limitation through net physical settlement or other method of cashless exercise.

(iv) Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of a Participant, only by the Participant; provided, however, that the Committee may permit in its sole discretion Options (other than ISOs) to be ~~sold, pledged, assigned, hypothecated, transferred, or disposed of, on~~transferable to a ~~general or specific basis, subject to such conditions and limitations as the Committee may determine, including through the implementation of an Incentive Award Transfer Program.~~Permitted Transferee.

(c) Effect of Termination of Employment or Other Relationship

The agreement evidencing the grant of each Option shall specify the consequences with respect to such Option of the termination of the employment or other service between the Company and the Participant holding the Option.

(d) Additional Terms for ISOs

Each Option that is intended to qualify as an ISO shall be designated as such in the agreement evidencing its grant, and each agreement evidencing the grant of an Option that does not include any such designation shall be deemed to be a non-qualified Option. ISOs may only be granted to Persons who are employees of the Company. The aggregate Fair Market Value (determined as of the date of grant of the ISOs) of the number of shares of Capital Stock with respect to which ISOs are exercisable for the first time by any Participant during any calendar year under all plans of the Company shall not exceed $100,000, or such other maximum amount as is then applicable under Section 422 of the Code. Any Option or a portion thereof that is designated as an ISO that for any reason fails to meet the requirements of an ISO shall be treated hereunder as
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a non-qualified Option. No ISO may be granted to a Person who, at the time of the proposed grant, owns (or is deemed to own under the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of common stock of the Company unless (i) the exercise price of such ISO is at least one hundred ten percent (110%) of the Fair Market Value of a share of Capital Stock at the time such ISO is granted and (ii) such ISO is not exercisable after the expiration of five years from the date it is granted. The maximum number of shares of Capital Stock that may be covered by Incentive Awards granted under the Plan that are intended to be ISOs shall not exceed 60,010,002 shares of Capital Stock in the aggregate.

(e) ~~Repricing~~Repricing..

Notwithstanding anything to the contrary herein, Alphabet may not reprice any Option without the approval of the stockholders of Alphabet. For this purpose, “reprice” means (i) any of the following or any other action that has the same effect: (A) lowering the exercise price of an Option after it is granted, (B) any other action that is treated as a repricing under U.S. generally accepted accounting principles (“GAAP”), or (C) cancelling an Option at a time when its exercise price exceeds the Fair Market Value of the underlying Capital Stock, in exchange for another Option, restricted stock or other equity, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction; and (ii) any other action that is considered to be a repricing under formal or informal guidance issued by 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 (including any performance conditions) as the Committee shall determine. Without limiting the generality of the preceding sentence, each such Other Stock-Based Award may (a) involve the transfer of actual shares of Capital Stock to Participants, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of shares of Capital Stock, (b) be subject to performance-based and/or service-based conditions, (c) be in the form of stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share-denominated performance units, and (d) be designed to comply with applicable laws of jurisdictions other than the United States; 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, 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.

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9. Adjustments Upon Certain Changes

Subject to any action by the stockholders of Alphabet required by law, applicable tax rules or the rules of any exchange on which shares of common stock of Alphabet (for the avoidance of doubt, references to common stock of Alphabet in this Plan shall include Capital Stock) are listed for trading:

(a) Shares Available for Grants

In the event of any change in the number or type of shares of common stock of Alphabet outstanding by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or similar corporate change, or any change in the type and number of shares of common stock of Alphabet outstanding by reason of any other event or transaction, the Committee shall make appropriate adjustments in the type and maximum aggregate number of shares with respect to which the Committee may grant Incentive Awards, and the maximum aggregate number of shares with respect to which the Committee may grant Incentive Awards that are intended to be ISOs.

(b) Increase or Decrease in Issued Shares Without Consideration

In the event of any increase or decrease in the number or type of issued shares of common stock of Alphabet resulting from a subdivision or consolidation of shares of common stock of Alphabet or the payment of a stock dividend (but only on the shares of common stock of Alphabet), or any other increase or decrease in the number of such shares effected without receipt or payment of consideration by the Company, the Committee shall appropriately adjust the type or number of shares subject to each outstanding Incentive Award and the exercise price per share, if any, of shares subject to each such Incentive Award.

(c) Certain Mergers

In the event of any merger, consolidation or similar transaction as a result of which the holders of shares of Capital Stock receive consideration consisting exclusively of securities of the surviving corporation in such transaction, the Committee shall appropriately adjust each Incentive Award outstanding on the date of such merger or consolidation so that it pertains and applies to the securities which a holder of the number of shares of Capital Stock subject to such Incentive Award would have received in such merger or consolidation.
ALPHABET • 2021 PROXY STATEMENT A-5

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1 Corporate
Governance 2 Director and
Executive
Compensation 3 Audit
Matters 4 Management
and Stockholder
Proposals 5 Questions and
Answers
(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; or

(B) provide for the exchange of each Incentive Award (whether or not then exercisable or vested) for an Incentive Award with respect to (1) some or all of the property which a holder of the number of shares of Capital Stock subject to such Incentive Award would have received in such transaction or (2) securities of the acquirer or surviving corporation, and, incident thereto, make an equitable adjustment as determined by the Committee in the exercise price per share, if any, of stock subject to the Incentive Award, or the number of shares or amount of property subject to the Incentive Award or provide for a payment (in cash or other property) to the Participant to whom such Incentive Award was granted in partial consideration for the exchange of the Incentive Award.

(e) Other Changes

In the event of any change in the capitalization of Alphabet or corporate change other than those specifically referred to in paragraphs 9(b), (c) or (d), including without limitation, any extraordinary cash dividend, spin-off, split-off, sale of a Subsidiary or business unit, or similar transaction, the Committee may make such adjustments in the issuer, number and class of shares subject to Stock Incentive Awards outstanding on the date on which such change occurs, such as, for example, a rollover of Stock Incentive Awards, and in such other terms of such Incentive Award, as the Committee may consider appropriate.
~~ALPHABET INC.~~  ~~|  2019 Proxy Statement~~    ~~A-5~~

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(f) Cash Incentive Awards

In the event of any transaction or event described in this Section 9, including without limitation any corporate change referred to in paragraph (e) hereof, the Committee may, in its sole discretion, make such adjustments of any Cash Incentive Award, as the Committee may consider appropriate in respect of such transaction or event.

(g) No Other Rights

Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of Alphabet or any other corporation. Except as expressly provided in the Plan, no issuance by Alphabet of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares or amount of other property subject to, or the terms related to, any Incentive Award.

(h) Savings Clause

No provision of this Section 9 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code.
10. Rights Under the Plan
No Person shall have any rights as a stockholder with respect to any shares of Capital Stock covered by or relating to any Incentive Award until the date of the issuance of such shares on the books and records of Alphabet. Except as otherwise expressly provided in Section 9 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 10 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.
ALPHABET • 2021 PROXY STATEMENT A-6

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1 ~~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~~Corporate
Governance 2 Director and records of Alphabet. Except as otherwise expressly provided in Section 9 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 10 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.
Executive
Compensation 3 Audit
Matters 4 Management
and Stockholder
Proposals 5 Questions and
Answers
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.
11. No Special Employment Rights; No Right to Incentive Award

(a) Nothing contained in the Plan or any agreement evidence the grant of any Incentive Award shall confer upon any Participant any right with respect to the continuation of his employment by or service to the Company or interfere in any way with the right of the Company at any time to terminate such employment or service or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Incentive Award.

(b) No person shall have any claim or right to receive an Incentive Award hereunder. The Committee’s granting of an Incentive Award to a Participant at any time shall neither require the Committee to grant an Incentive Award to such Participant or any other Participant or other person at any time nor preclude the Committee from making subsequent grants to such Participant or any other Participant or other person.

12. Securities Matters

(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 laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Capital Stock are traded. The Committee may require, as a condition to the issuance of shares of Capital Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates representing such shares bear such legends, as the Committee deems necessary or desirable.

(b) The exercise of any Option granted hereunder shall only be effective at such time as counsel to Alphabet shall have determined that the issuance of shares of Capital Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Capital Stock are traded. Alphabet may, in its sole discretion, defer the effectiveness of an exercise of an Option hereunder or the issuance of shares of Capital Stock pursuant to any Incentive Award pending or to ensure compliance under federal, state or local securities laws. Alphabet shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of an Option or the issuance of shares of Capital Stock pursuant to any Incentive Award. During the period that the effectiveness of the exercise of an Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.
~~ALPHABET INC.~~  ~~|  2019 Proxy Statement~~    ~~A-6~~

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13. Withholding Taxes

(a) Cash Remittance

Whenever shares of Capital Stock are to be issued upon the exercise of an Option or the grant or vesting of an Incentive Award, and whenever any amount shall become payable in respect of any Incentive Award, Alphabet shall have the right to require the Participant to remit to Alphabet in cash an amount sufficient to satisfy federal, state and local withholding tax requirements, if any, attributable to such exercise, grant, vesting or payment prior to issuance of such shares or the effectiveness of the lapse of such restrictions or making of such payment. In addition, upon the exercise or settlement of any Incentive Award in cash, or the making of any other payment with respect to any Incentive Award (other than in shares of Capital Stock), Alphabet shall have the right to withhold from any payment required to be made pursuant thereto an amount sufficient to satisfy the federal, state and local withholding tax requirements, if any, attributable to such exercise, settlement or payment.

(b) Stock Remittance

At the election of the Participant, subject to the approval of the Committee, when shares of Capital Stock are to be issued upon the exercise, grant or vesting of an Incentive Award, the Participant may tender to Alphabet a number of shares of Capital Stock that have been owned by the Participant for at least six months (or such other period as the Committee may determine) having a Fair Market Value at the tender date determined by the Committee to be sufficient to satisfy withholding tax requirements, if any, attributable to such exercise, grant or vesting, but in no event exceeding the maximum statutory tax rates of the Participant’s applicable jurisdiction (or such other rate as would not trigger a negative accounting impact), as determined by Alphabet in its sole discretion. Such election shall satisfy the Participant’s obligations under Section 13(a) hereof, if any.

(c) Stock Withholding

When shares of Capital Stock are to be issued to a Participant upon the exercise, grant or vesting of an Incentive Award, Alphabet shall have the authority to withhold a number of such shares having a Fair Market Value at the date of the applicable taxable event determined by the Committee to be sufficient to satisfy withholding tax requirements, if any, attributable to such exercise, grant or vesting, but in no event exceeding the maximum statutory tax rates of the Participant’s applicable jurisdiction (or such other rate as would not trigger a negative accounting impact), as determined by Alphabet in its sole discretion.
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1 Corporate
Governance 2 Director and
Executive
Compensation 3 Audit
Matters 4 Management
and Stockholder
Proposals 5 Questions and
Answers
14. Amendment or Termination of the Plan

The Board of Directors may at any time suspend or discontinue the Plan or revise or amend it in any respect whatsoever;provided,,however, that to the extent that any applicable law, tax requirement, or rule of a stock exchange requires stockholder approval in order for any such revision or amendment to be effective, such revision or amendment shall not be effective without such approval. The preceding sentence shall not restrict the Committee’s ability to exercise its discretionary authority hereunder pursuant to Section 4 hereof, which discretion may be exercised without amendment to the Plan. No provision of this Section 14 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.

15. No Obligation to Exercise

The grant to a Participant of an Incentive Award shall impose no obligation upon such Participant to exercise such Incentive Award.

16. Transfers Upon Death

Upon the death of a Participant, outstanding Incentive Awards granted to such Participant may be exercised by the Participant’s designated beneficiary, provided that such beneficiary has been designated prior to the Participant’s death, to the extent permitted by the Committee (a “Permitted Designation”). Each such Permitted Designation shall revoke all prior designations by the Participant and shall be effective only if given in a form and manner acceptable to the Committee. In the absence of any such effective Permitted Designation, such Incentive Awards may be exercised only by the executors or administrators of the Participant’s estate or by any person or persons who shall have acquired such right to exercise by will or by the laws of descent and distribution. No transfer by will or the laws of descent and distribution of any Incentive Award, or the right to exercise any Incentive Award, shall be effective to bind Alphabet unless the Committee shall have been furnished with (a) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the transfer and (b) an agreement by the transferee to comply with all the terms and conditions of the Incentive Award that are or would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection with the grant of the Incentive Award.
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~~ALPHABET INC.~~  ~~|  2019 Proxy Statement~~    ~~A-7~~
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17. 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.

18. 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.

19. 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, amended by the Board of Directors on March 30, 2016 and approved by the stockholders on June 8, 2016, amended by the Leadership Development and Compensation Committee of the board of directors of Alphabet on July 27, 2016; amended by the Board of Directors on April 14, 2017 and approved by the stockholders on June 7, 2017; amended by the Board of Directors on April 18, 2018, and approved by the stockholders on June 8, 2018; and amended and restated by the Board of Directors on April 24, 20192021, subject to the approval of the ~~amendment and restatement~~Plan by the stockholders of Alphabet. No grants of Incentive Awards may be made under the Plan after ~~April 11, 2022.~~June 2, 2031.

ALPHABET • 2021 PROXY STATEMENT A-8
~~ALPHABET INC.~~  ~~|  2019 Proxy Statement~~    ~~A-8~~

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INFORMATION CONCERNING ALPHABET’S ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

We are pleased to invite you to ~~attend~~participate in Alphabet’s ~~2019~~2021 Annual Meeting of Stockholders to be held on Wednesday, June ~~19, 2019~~2, 2021 at 9:00 a.m., ~~local time,~~Pacific Time, via our virtual meeting site at ~~Moffett Place Event Center (Building MP7) located at:~~
~~1160 Bordeaux Drive~~
~~Sunnyvale, California 94089~~
~~Check-in begins at 7:30 a.m., local time, at the Moffett Place Event Center (Building MP7).~~www.virtualshareholdermeeting.com/GOOGL21.

If You Plan to ~~Attend~~Participate in the Annual Meeting:

• It is important that you let us know in advance by marking the appropriate box on the enclosed proxy card if you requested to receive printed proxy materials, or, if you vote by telephone or Internet, indicating your plans when prompted.
• If you are a beneficial owner, like a vast majority of our stockholders, you may not vote your shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, bank, trustee, or nominee that holds your shares giving you the right to vote the shares at the Annual Meeting.Even if you plan to ~~attend~~participate in the Annual Meeting, we recommend that you ~~also~~ submit your proxy or voting instructions as described in the proxy statement so that your vote will be counted if you later decide not to ~~attend~~participate in the Annual ~~Meeting~~.
Meeting.
• ~~Please note that space limitations make it necessary for us~~The accompanying proxy materials include instructions on how to ~~limit attendance~~participate in the Annual Meeting and how you may vote your shares.
• You are entitled to ~~our stockholders.~~~~Only Alphabet stockholders~~participate in the Annual Meeting if you were a holder of Class A ~~and/~~or Class B common stock as of the close of business on April ~~22, 2019 are entitled to vote at our Annual Meeting.~~
• ~~You must be registered to be admitted to~~6, 2021, the record date, or hold a valid proxy for the Annual Meeting.Registration will take place at Moffett Place Event Center (Building MP7) located at 1160 Bordeaux Drive, Sunnyvale, CA 94089 (see directions below). Parking will only be available in the Parking Structure Holders of Class A next to the Moffett Place Event Center (Building MP7). Admission will be on a first-come, first-served basis. Check-in and registration will begin promptly at 7:30 a.m., local time. Alphabet will be serving breakfast to attendees.
• ~~Each stockholder should be prepared to present:~~
~~(1)~~ ~~valid photo identification, such as a driver’s license~~ or ~~passport; and~~
~~(2)~~ ~~stockholders holding their shares through a broker, bank, trustee, or nominee will need to bring proof of beneficial ownership~~Class B common stock as of the ~~Record Date, such as their most recent account statement reflecting their stock ownership~~~~prior to April 22, 2019~~~~, a copy~~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, ~~provided by their broker, bank, trustee,~~ or ~~nominee,~~the proxy card, or ~~similar evidence~~within the body of ~~ownership.~~
• ~~Use of cameras, recording devices, computers, and other~~the email for electronic ~~devices, such as smartphones and tablets, will not be permitted~~delivery recipients, at www.virtualshareholdermeeting.com/GOOGL21. All others may view the Annual ~~Meeting. Photography is prohibited~~Meeting through our Investor Relations YouTube channel at ~~the Annual Meeting.~~
www.youtube.com/c/AlphabetIR.
• ~~Please allow ample time for check-in. Due to security measures, large bags and packages will~~Whether or not you participate in the Annual Meeting, it is important that your shares be ~~permitted, and you and your items will be subject to search prior to your admittance~~part of the voting process. Prior to the Annual ~~Meeting.~~Meeting, you may vote your proxy via the Internet, telephone, or if you received a printed copy of your proxy materials, by mail - in each case the deadline for voting is 11:59 p.m., Eastern Time, on Tuesday, June 1, 2021. To vote your shares via the Internet in advance of the Annual Meeting, go to the voting website, www.proxyvote.com and enter your 16-digit control number.
• You may submit a question in advance of the Annual Meeting 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/GOOGL21.
• We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately 30 minutes before the meeting on June 2, 2021. If you have difficulty accessing the Annual Meeting or during the Annual Meeting, please call 1-844-986-0822 (toll free) or 1-303-562-9302 (international). We will have technicians available to assist you.

~~Directions to registration and parking from San Francisco:~~
~~(1)~~ALPHABET • 2021 PROXY STATEMENT ~~Follow Route 101 to North Mathilda Avenue in Sunnyvale.~~
~~(2)~~ ~~Take exit 396B to merge onto CA-237 E toward Alviso/Milpitas~~
~~(3)~~ ~~Use the right two lanes to take exit 3B toward U.S. 101 N/San Francisco~~
~~(4)~~ ~~Use the right lane to turn left onto North Mathilda Avenue.~~
~~(5)~~ ~~Turn right onto West Moffett Park Drive.~~
~~(6)~~ ~~Turn left onto Bordeaux Drive.~~
~~(7)~~ ~~Make a right into the Moffett Place campus and follow the signs to Parking Structure A.~~A-9
~~Directions to registration and parking from San Jose:~~
~~(1)~~ ~~Follow CA-87N and 101N to North Mathilda Avenue in Sunnyvale.~~
~~(2)~~ ~~Merge onto North Mathilda Avenue.~~
~~(3)~~ ~~Turn right onto West Moffett Park Drive.~~
~~(4)~~ ~~Turn left onto Bordeaux Drive.~~
~~(5)~~ ~~Make a right into the Moffett Place campus and follow the signs to Parking Structure A.~~
~~Once you have parked, please follow the signs from Parking Structure A to the Moffett Place Event Center (Building MP7) for registration.~~
~~* * * *~~
~~ALPHABET INC.~~  ~~|  2019 Proxy Statement~~    ~~A-9~~

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~~ALPHABET INC. 2019 ANNUAL MEETING OF STOCKHOLDERS PARKING AND REGISTRATION MAP~~

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Check the appropriate box:
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	Definitive Additional Materials
	Soliciting Material Pursuant to §240.14a-12

Payment of ~~filing fee (check~~Filing Fee (Check the appropriate ~~box)~~box):
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	~~Larry Page~~ ~~Chief Executive Officer~~SUNDAR PICHAI		~~Sergey Brin~~JOHN L. HENNESSY
	~~President~~CHIEF EXECUTIVE		~~John L. Hennessy~~CHAIR OF THE
	~~Chairman of the~~OFFICER		~~Board of Directors~~BOARD OF DIRECTORS

			APRIL 23, 2021


Sundar Pichai		John L. Hennessy
Chief Executive Officer		Chair of the
		Board of Directors

Vote in Advance of the Meeting
	INTERNET		BY TELEPHONE	BY MAIL
	Vote your shares at		Call toll-free number	Sign, date, and return your proxy
	www.proxyvote.com.		1-800-690-6903.	card in the enclosed envelope
	Have your Notice, voting instruction
	form, or proxy card for the 16-digit
	control number needed to vote.
Vote Online During the Meeting
	~~Larry Page~~	~~John L. Hennessy~~
	~~Chief Executive Officer~~INTERNET	~~Chairman of~~
	See page 80 for details on voting your shares during the ~~Board of Directors~~Annual Meeting through www.virtualshareholdermeeting.com/GOOGL21

•	Becoming the first major company to operate on carbon-free energy 24 hours a day, seven days a week in all of our data centers and campuses worldwide.
•	Investing in manufacturing regions to enable 5 gigawatts of new carbon-free energy, which we expect to spur more than $5 billion in clean energy investments.
•	Helping more than 500 cities and local governments reduce an aggregate of 1 gigaton of carbon emissions annually.

	•	~~Employee Policies and Workplace Culture~~ - In the last year, Google has made significant changes to its policies and practices, including improved information on how it handles workplace conduct concerns; providing employees with more control over their experiences through the reporting and investigations process; no longer requiring arbitration for employment disputes; significant work to improve diversity, equity, and inclusion; and increasing transparency about its progress in achieving better outcomes in representation, hiring, retention, and compensation.

	•	~~Sustainability~~ - Our sustainability program focuses on developing services that improve the lives of as many people as possible while operating in an environmentally sustainable way. Google is a world leader in renewable energy investment and use. In addition, we publish an annual Responsible Supply Chain Report and Environmental Report that chart the significant progress we have made in this area.

	•	~~Ongoing Monitoring of Societal Impact~~ - In 2018, Google made substantial investments to improve and measure the quality of content across its properties, to combat the threat of electoral interference and other bad actors, and to expand programs such as Grow with Google— an initiative to help people develop the digital skills they need to get a job or grow their business. Google is committed to a rigorous process of responsible decision-making and has developed AI Principles to guide its work in emerging areas of technology.

	1.	To elect ~~ten~~eleven members of the Board of Directors of Alphabet (the Board of Directors) to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified.
	2.	To ratify the appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, ~~2019.~~2021.
	3.	To approve ~~the amendment and restatement of~~ Alphabet’s ~~2012~~2021 Stock ~~Plan to increase the share reserve by 3,000,000 shares of Class C capital stock.~~Plan.
	4.	To consider and vote upon the stockholder proposals set forth in the proxy statement, if properly presented.
	5.	To consider such other business as may properly come before the meeting.


Time and Date:	Virtual Meeting Access:	Record Date:
9:00 a.m., Pacific Time, on Wednesday, June 2, 2021	Alphabet stockholders (or their proxy holders) can participate in and vote at our Annual Meeting by visiting www. virtualshareholdermeeting.com/GOOGL21 and entering the 16-digit control number included in the Notice, voting instruction form, or proxy card	April 6, 2021

Proposal	Proposal	Alphabet Board Voting Recommendation	Page Reference (for more detail)	Proposal	Alphabet Board Voting Recommendation	Page Reference (for more detail)
Management Proposals:
MANAGEMENT PROPOSALS:				MANAGEMENT PROPOSALS:
(1)	Election of ten directors	FOReach nominee	55	Election of eleven directors	FOR each nominee	53
(2)	Ratification of the appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2019	FOR	56	Ratification of the appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2021	FOR	54
(3)	The amendment and restatement of Alphabet’s 2012 Stock Plan to increase the share reserve by 3,000,000 shares of Class C capital stock	FOR	57	Approval of Alphabet’s 2021 Stock Plan	FOR	55
Stockholder Proposals:
STOCKHOLDER PROPOSALS:				STOCKHOLDER PROPOSALS:
(4)	Stockholder proposal regarding equal shareholder voting	AGAINST	62	Stockholder proposal regarding equal shareholder voting	AGAINST	61
(5)	Stockholder proposal regarding inequitable employment practices	AGAINST	64	Stockholder proposal regarding the nomination of human rights and/or civil rights expert to the board	AGAINST	63
(6)	Stockholder proposal regarding the establishment of a societal risk oversight committee	AGAINST	66	Stockholder proposal regarding a report on sustainability metrics	AGAINST	65
(7)	Stockholder proposal regarding a report on sexual harassment risk management	AGAINST	68	Stockholder proposal regarding a report on takedown requests	AGAINST	67
(8)	Stockholder proposal regarding majority vote for the election of directors	AGAINST	70	Stockholder proposal regarding a report on whistleblower policies and practices	AGAINST	69
(9)	Stockholder proposal regarding a report on gender pay	AGAINST	72	Stockholder proposal regarding a report on charitable contributions	AGAINST	71
(10)	Stockholder proposal regarding strategic alternatives	AGAINST	74	Stockholder proposal regarding a report on risks related to anticompetitive practices	AGAINST	73
(11)	Stockholder proposal regarding the nomination of an employee representative director	AGAINST	76	Stockholder proposal regarding a transition to a public benefit corporation	AGAINST	75
(12)	Stockholder proposal regarding simple majority vote	AGAINST	78
(13)	Stockholder proposal regarding a sustainability metrics report	AGAINST	80
(14)	Stockholder proposal regarding Google Search in China	AGAINST	82
(15)	Stockholder proposal regarding a clawback policy	AGAINST	84
(16)	Stockholder proposal regarding a report on content governance	AGAINST	86

Vote in Advance of the Meeting		Vote Online During the Meeting

	Vote your shares at www.proxyvote.com. Have your Notice, voting instruction form, or proxy card for the 16-digit control number needed to vote.		See page 80 for details on voting your shares during the Annual Meeting through www.virtualshareholdermeeting. com/GOOGL21

	Call toll-free number 1-800-690-6903.

	Sign, date, and return the enclosed proxy card or voting instruction form.

Effective Board Oversight

	Declassified Board with all members standing for election annually
	Majority voting standard for elections of directors
	Independent Chair of the Board, separate from Chief Executive Officer role
	Fully independent Audit and Compliance Committee, Leadership Development and Compensation Committee, and Nominating and Corporate Governance Committee
	Diverse Board in terms of gender, race, experience, skills, and tenure
	Regular executive sessions of independent directors
	Annual Board and Committee evaluations
	Review of each Committee Chair at least every three years
	Orientation and continuing education programs for directors
	Minimum stock ownership requirements for directors and executive officers

Sound Program Design

	Provides a competitive total pay opportunity
	Consists primarily of stock-based compensation, including performance stock awards with payout based on long-term company performance, aligning executives’ interests with stockholders
	Enhances long-term focus through multi-year vesting of stock awards
	Does not encourage unnecessary and excessive risk taking

Best Practices in Executive Compensation

	Minimum stock ownership requirements
	No excessive perquisites (no executive-only club memberships or medical benefits)
	No employment contracts or change in control benefits
	A policy prohibiting pledging and hedging ownership of Alphabet stock
	No executive-only retirement programs

ACC	Audit and Compliance Committee
LDCC	Leadership Development and Compensation Committee
NCGC	Nominating and Corporate Governance Committee
EC	Executive Committee
	Committee ~~Chairperson~~Chair
	Audit Committee Financial Expert
†	~~Chairman~~Chair of the Board of Directors
⁽¹⁾	Roger has announced his plan to retire as President and Chief Executive Officer of TIAA effective May 2021

	2017 ($)	2018 ($)	2019 ($)		2020 ($)
Audit Fees	16,742	16,072		20,112		21,718
Audit-Related Fees	4,365	6,232		7,185		6,652
Tax Fees	4,547	4,377		1,944		988
Other Fees	334	764		608		1,871
Total Fees	25,988	27,445
TOTAL FEES				29,848		31,229

PROXY SUMMARY			9
	CORPORATE GOVERNANCE	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	16
		DIRECTORS AND EXECUTIVE OFFICERS	17
		CORPORATE GOVERNANCE AND BOARD MATTERS	22
		Board Meetings	22
		Board Leadership Structure	22
		Board Committees	22
		Director Independence	27
		Compensation Committee Interlocks and Insider Participation	27
		Consideration of Director Nominees	27
		Management Succession Planning	29
		Board’s Role in Risk Oversight	30
		Executive Sessions	30
		Outside Advisors	30
		Board Effectiveness	31
		Communications with the Board of Directors	31
		COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	32
		DELINQUENT SECTION 16(A) REPORTS	33
		CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	34
		RELATED PARTY TRANSACTIONS POLICY AND PROCEDURE	34
		RELATED PARTY TRANSACTIONS	35
	DIRECTOR AND EXECUTIVE COMPENSATION	DIRECTOR COMPENSATION	37
		BOARD COMPENSATION ARRANGEMENTS FOR NON-EMPLOYEE DIRECTORS	37
		DIRECTOR COMPENSATION FOR 2020	38
		EXECUTIVE COMPENSATION	39
		COMPENSATION DISCUSSION AND ANALYSIS	39
		Overview	39
		Section 1–Executive Summary	39
		Section 2–Determining Competitive Levels of Pay	40
		Section 3–Elements of Pay and Fiscal Year 2020 Pay Decisions	40
		Section 4–Other Compensation Information	41

		LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE REPORT	43
		SUMMARY COMPENSATION TABLE	44
		GRANTS OF PLAN-BASED AWARDS IN 2020	45
		DESCRIPTION OF PLAN-BASED AWARDS	45

		OUTSTANDING EQUITY AWARDS AT 2020 FISCAL YEAR-END	46

		OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 2020	47

		POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	47
		ALPHABET CEO PAY RATIO	48
		EQUITY COMPENSATION PLAN INFORMATION	49
	AUDIT MATTERS	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	50
		PRINCIPAL ACCOUNTANT FEES AND SERVICES	50
		AUDITOR INDEPENDENCE	50
		PRE-APPROVAL POLICIES AND PROCEDURES	51
		REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD OF DIRECTORS	52

	MANAGEMENT AND STOCKHOLDER PROPOSALS	MANAGEMENT PROPOSALS TO BE VOTED ON	53
		PROPOSAL NUMBER 1 – ELECTION OF DIRECTORS	53
		PROPOSAL NUMBER 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	54
		PROPOSAL NUMBER 3 – APPROVAL OF ALPHABET’S 2021 STOCK PLAN	55
		STOCKHOLDER PROPOSALS	59
		PROPOSAL NUMBER 4 – STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING	61
		PROPOSAL NUMBER 5 – STOCKHOLDER PROPOSAL REGARDING NOMINATION OF HUMAN RIGHTS AND/OR CIVIL RIGHTS EXPERT TO BOARD	63
		PROPOSAL NUMBER 6 – STOCKHOLDER PROPOSAL REGARDING REPORT ON SUSTAINABILITY METRICS	65
		PROPOSAL NUMBER 7 – STOCKHOLDER PROPOSAL REGARDING REPORT ON TAKEDOWN REQUESTS	67
		PROPOSAL NUMBER 8 – STOCKHOLDER PROPOSAL REGARDING REPORT ON WHISTLEBLOWER POLICIES AND PRACTICES	69
		PROPOSAL NUMBER 9 – STOCKHOLDER PROPOSAL REGARDING REPORT ON CHARITABLE CONTRIBUTIONS	71
		PROPOSAL NUMBER 10 – STOCKHOLDER PROPOSAL REGARDING REPORT ON RISKS RELATED TO ANTICOMPETITIVE PRACTICES	73
		PROPOSAL NUMBER 11 – STOCKHOLDER PROPOSAL REGARDING A TRANSITION TO A PUBLIC BENEFIT CORPORATION	75
	QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING	QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING	16

		~~Proxy Materials~~	1678
		~~Voting Information~~PROXY MATERIALS	1778
		~~Attending the Annual Meeting~~VOTING INFORMATION	2179
~~Stockholder Proposals, Director Nominations, and Related Bylaw Provisions~~PARTICIPATING IN THE ANNUAL MEETING	21

~~DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE~~	23

~~Directors and Executive Officers~~	2382
~~Corporate Governance and Board Matters~~STOCKHOLDER PROPOSALS, DIRECTOR NOMINATIONS, AND RELATED BYLAW PROVISIONS	2683
~~Board Meetings~~APPENDIX A: ALPHABET INC. 2021 STOCK PLAN			26A-1
~~Board Leadership Structure~~INFORMATION CONCERNING ALPHABET’S ANNUAL MEETING OF STOCKHOLDERS			27
~~Board Committees~~	27
~~Audit Committee~~	28
~~Leadership Development and Compensation Committee~~	28
~~Nominating and Corporate Governance Committee~~	29
~~Executive Committee~~	29
~~Director Independence~~	30
~~Compensation Committee Interlocks and Insider Participation~~	30
~~Consideration of Director Nominees~~	30
~~Stockholder Recommendations and Nominees~~	30
~~Director Selection Process and Qualifications~~	30
~~Management Succession Planning~~	32
~~Board’s Role in Risk Oversight~~	32
~~Executive Sessions~~	33
~~Outside Advisors~~	33
~~Board Effectiveness~~	33
~~Communications with the Board of Directors~~	33

~~COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~A-9	34

~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~	35

~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~	36

~~Related Party Transactions Policy and Procedure~~	36
~~Related Party Transactions~~	37

~~DIRECTOR COMPENSATION~~	39

~~Board Compensation Arrangements for Non-Employee Directors~~	39
~~Director Compensation for 2018~~	40

~~EXECUTIVE COMPENSATION~~	41

~~Compensation Discussion and Analysis~~	41
~~Overview~~	41
~~Section 1 — Executive Summary~~	41
~~Section 2 — Elements of Pay~~	41
~~Section 3 — Determining Competitive Levels of Pay~~	42
~~Section 4 — Pay Mix, Magnitude, and Leverage~~	43
~~Section 5 — Other Compensation Information~~	44
~~Leadership Development and Compensation Committee Report~~	46
~~Summary Compensation Table~~	47
~~Grants of Plan-Based Awards in 2018~~	48
~~Description of Plan-Based Awards~~	48
~~Outstanding Equity Awards at 2018 Fiscal Year-End~~	48
~~Option Exercises and Stock Vested in Fiscal 2018~~	49
~~Non-Qualified Deferred Compensation Plan~~	50
~~Potential Payments Upon Termination or Change in Control~~	50

~~EQUITY COMPENSATION PLAN INFORMATION~~	51

~~ALPHABET CEO PAY RATIO~~	52

~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~	52

~~Principal Accountant Fees and Services~~	52
~~Auditor Independence~~	52
~~Pre-Approval Policies and Procedures~~	53

~~REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS~~	54

~~MANAGEMENT PROPOSALS TO BE VOTED ON~~	55

~~Proposal Number 1~~~~— Election of Directors~~	55
~~Proposal Number 2~~~~— Ratification of Appointment of Independent Registered Public Accounting Firm~~	56
~~Proposal Number 3~~~~— Approval of Amendment and Restatement of Alphabet’s 2012 Stock Plan~~	57

~~STOCKHOLDER PROPOSALS~~	61

~~Proposal Number 4~~~~— Stockholder Proposal Regarding Equal Shareholder Voting~~	62
~~Proposal Number 5~~~~— Stockholder Proposal Regarding Inequitable Employment Practices~~	64
~~Proposal Number 6~~~~— Stockholder Proposal Regarding the Establishment of a Societal Risk Oversight Committee~~	66
~~Proposal Number 7~~~~— Stockholder Proposal Regarding a Report on Sexual Harassment Risk Management~~	68
~~Proposal Number 8~~~~— Stockholder Proposal Regarding Majority Vote for the Election of Directors~~	70
~~Proposal Number 9~~~~— Stockholder Proposal Regarding a Report on Gender Pay~~	72
~~Proposal Number 10~~~~— Stockholder Proposal Regarding Strategic Alternatives~~	74
~~Proposal Number 11~~~~— Stockholder Proposal Regarding the Nomination of an Employee Representative Director~~	76
~~Proposal Number 12~~~~— Stockholder Proposal Regarding Simple Majority Vote~~	78

~~Proposal Number 13~~~~— Stockholder Proposal Regarding a Sustainability Metrics Report~~	80
~~Proposal Number 14~~~~— Stockholder Proposal Regarding Google Search in China~~	82
~~Proposal Number 15~~~~— Stockholder Proposal Regarding a Clawback Policy~~	84
~~Proposal Number 16~~~~— Stockholder Proposal Regarding a Report on Content Governance~~	86

~~APPENDIX A: ALPHABET INC. AMENDED AND RESTATED 2012 STOCK PLAN~~1	~~A-1~~Corporate Governance

~~INFORMATION CONCERNING ALPHABET’S ANNUAL MEETING OF STOCKHOLDERS~~2	Director and Executive Compensation	~~A-9~~3

•Management and Stockholder Proposals	~~our proxy statement for the Annual Meeting;~~
•5	~~our Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as amended;~~Questions and
•	~~the proxy card or a voting instruction form for the Annual Meeting.~~ Answers



~~Investor Relations~~ ~~Alphabet Inc.~~ ~~1600 Amphitheatre Parkway~~ ~~Mountain View, California 94043~~	~~Email: investor-relations@abc.xyz~~	~~(650) 253-3393~~

•	~~view our proxy materials for the Annual Meeting on the Internet and vote your shares; and~~
•	~~instruct us to send our future proxy materials to you electronically by email.~~

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

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

•	~~not earlier than the close of business on February 20, 2020, and~~
•	~~not later than the close of business on March 21, 2020.~~

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

Name	~~Age~~	Age	Position
Larry Page	46	~~Chief Executive Officer, Alphabet,~~ 48	Co-Founder and Director
Sergey Brin	45	~~President,~~47	Co-Founder and Director
Sundar Pichai		48	Chief Executive Officer, Alphabet ~~Co-Founder~~and Google, and Director
John L. Hennessy	66	~~Chairman~~68	Chair of the Board
Frances H. Arnold		64	Director
L. John Doerr	67	69	Director
Roger W. Ferguson Jr.	67	69	Director
~~Diane B. Greene~~	63	~~Director and Former Senior Vice President, Google, Chief Executive Officer for Google Cloud~~
Ann Mather	59	61	Director
Alan R. Mulally	73	~~Director~~
~~Sundar Pichai~~75	46	~~Chief Executive Officer, Google, and Director~~
~~Eric E. Schmidt~~	64	~~Technical Advisor, Alphabet, and~~ Director
K. Ram Shriram	62	64	Director
Robin L. Washington	56	58	Director
~~David C. Drummond~~	56	~~Senior Vice President, Corporate Development, and Chief Legal Officer, Alphabet~~
Ruth M. Porat	61	63	Senior Vice President, and Chief Financial Officer, Alphabet and Google
Prabhakar Raghavan		60	Senior Vice President, Google
Philipp Schindler		50	Senior Vice President, Chief Business Officer, Google
Kent Walker		60	Senior Vice President, Global Affairs, and Chief Legal Officer, Google; Corporate Secretary, Alphabet

L. JOHN DOERR
Director since: 1999	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, a venture capital firm, since August 1980. John has been a member of the board of directors of Amyris, Inc., a renewable products company, since May 2006, and serves as chair of its nominating and governance committee; Coursera Inc., a provider of learning platform, since December 2011, and serves on its nominating and corporate governance committee; DoorDash, Inc., a logistics platform company, since March 2015, and serves as chair of its nominating and governance committee; and QuantumScape Corporation, a breakthrough battery company, since December 2010, and serves as chair of its nominating and governance committee. John was previously a director of Bloom Energy Corporation, a green energy company, from May 2002 to April 2021, and a director of Zynga, Inc., a provider of social game services, from April 2013 to May 2017. John holds a Bachelor of Science degree in electrical engineering, a Master of Science degree in electrical engineering from Rice University, and a Master of Business Administration degree from Harvard Business School.

ROGER W. FERGUSON JR.
Director since: 2016	Roger W. Ferguson Jr. has served as a member of our Board of Directors since June 2016. Roger has served as the President and Chief Executive Officer of TIAA, a major financial services company, since April 2008, and has announced his plan to retire effective 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 has been a member of the board of directors of General Mills, Inc., a manufacturer and marketer of branded consumer foods, since December 2015, and serves as chair of its finance committee and as a member of its corporate governance committee; and International Flavors & Fragrances, Inc., a creator of flavors and fragrances, since April 2010, and serves as chair of its compensation committee. Roger is also a member of the Smithsonian Institution’s Board of Regents and serves on the New York State Insurance Advisory Board. He is a fellow of the American Academy of Arts and Sciences and co-chairs its Commission on the Future of the Undergraduate Education. He is currently Chairman of the Conference Board and serves on the boards of the American Council of Life Insurers, the Institute for Advanced Study, the Memorial Sloan Kettering Cancer Center, and Teachers College of Columbia University. He is a fellow of the American Philosophical Society and a member of the Economic Club of New York, the Council on Foreign Relations, and the Group of Thirty. Roger holds a Bachelor of Arts degree in economics, a Doctoral degree in economics, and a Juris Doctor degree, all from Harvard University.

ANN MATHER
Director since: 2005	Ann Mather has served as a member of our Board of Directors since November 2005. Ann has been a member of the board of directors of Airbnb, Inc., a home sharing platform company, since August 2018, and serves as chair of its audit committee; Arista Networks, Inc., a computer networking company, since June 2013, and serves as chair of its audit committee; Bumble Inc., a social network company, since March 2020, and serves as its nonexecutive chair of the board; and Netflix, Inc., a streaming media company, since July 2010, and serves as chair of 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 Glu Mobile Inc., a publisher of mobile games, from September 2005 to February 2021, and a director of Shutterfly, Inc., an internet-based image publishing company, from May 2013 to September 2019. 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, is an honorary fellow of Sidney Sussex College, Cambridge, and is a chartered accountant.

ALAN R. MULALLY
Director since: 2014	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 director 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 of Science degree in management from the Massachusetts Institute of Technology as a 1982 Alfred P. Sloan fellow.

K. RAM SHRIRAM
Director since: 1998	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 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 is a board member on the Stanford Health Care Board of Trustees, as well as a member of the Council on Foreign Relations. Ram holds a Bachelor of Science degree in mathematics from the University of Madras, India.

ROBIN L. WASHINGTON
Director since: 2019	Robin L. Washington has served as a member of our Board of Directors since April 2019. Robin served as the Executive Vice President and Chief Financial Officer of Gilead Sciences, Inc., a biopharmaceutical company, from May 2008 to November 2019 where she oversaw Global Finance, Facilities and Operations, Investor Relations, and the Information Technology organizations. Robin remained with Gilead in an advisory capacity from November 2019 until March 2020. From January 2006 to June 2007, Robin served as Chief Financial Officer of Hyperion Solutions Corporation, an enterprise software company. Prior to Hyperion, Robin served in a number of executive positions with PeopleSoft, Inc., a provider of enterprise application software. Robin also served as Senior Vice President and Corporate Controller of PeopleSoft along with several other senior financial roles at the company 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 & Touche. Robin has been a member of the board of directors of Honeywell International, Inc., a diversified technology and manufacturing company, since April 2013, and serves as a member of its audit committee; salesforce.com, inc., a provider of customer relationship management technology, since September 2013, and serves as chair of its audit committee; and Vertiv Holdings Co., a provider of digital infrastructure technology, since February 2020, and serves as a member of its audit committee. Robin also serves on the Board of Visitors, Graziadio School of Business and Management, Pepperdine University; the President’s Council & Ross Business School Advisory Board, University of Michigan; and the UCSF Benioff Children’s Hospital Oakland Board of Directors. Robin holds a Bachelor of Arts degree in Business Administration from the University of Michigan, a Master of Business Administration degree from Pepperdine University, and is a certified public accountant.

RUTH M. PORAT
Senior Vice President, Chief Financial Officer, Alphabet and Google	Ruth M. Porat joined Google as Senior Vice President and Chief Financial Officer in May 2015 and held the same title at Alphabet since it was created in October 2015. She is responsible for Finance, Business Operations and Real Estate & Workplace Services. Prior to joining Google, Ruth was Executive Vice President and Chief Financial Officer of Morgan Stanley, and held roles there that included Vice Chairman of Investment Banking, Co-Head of Technology Investment Banking, and Global Head of the Financial Institutions Group. Ruth has been a member of the board of directors of The Blackstone Group Inc., a financial services company, since June 2020, and serves as a member of its audit committee. Ruth also serves as a member of the board of directors of Stanford Management Company, the board of directors of the Council on Foreign Relations, a member of the advisory council of the Hutchins Center on Fiscal and Monetary Policy at the Brookings Institution, and a member of the Economic Strategy Group at the Aspen Institute. 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.

PRABHAKAR RAGHAVAN
Senior Vice President, Google	Prabhakar Raghavan 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, and held various positions over the course of fourteen years at IBM Research. Prabhakar is a member of the National Academy of Engineering; a Fellow of the Association for Computing Machinery and the Institute of Electrical and Electronic Engineers (IEEE), and was a Consulting Professor of Computer Science at Stanford University. In 2009, he was awarded a Laurea honoris causa from the University of Bologna. 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.

PHILIPP SCHINDLER
Senior Vice President, Chief Business Officer, Google	Philipp Schindler has served as Senior Vice President, Chief Business Officer of Google since August 2015, overseeing global and regional sales activities for Google and YouTube, global technical and consumer support and operations, partnership and business development teams across key product areas. Philipp previously served 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. Prior to joining Google, Philipp served as a senior vice president at AOL Germany, and prior to that, Philipp served as the head of marketing at CompuServe in Germany, a subsidiary of AOL Inc. Philipp holds a Diplom Kaufmann (Master of Business Administration) degree with distinction in business administration and management from the European Business School in Oestrich-Winkel, Germany. He is also a scholar of the Studienstiftung des deutschen Volkes, the German Academic Scholarship Foundation.

KENT WALKER
Senior Vice President, Global Affairs, and Chief Legal Officer, Google, and Corporate Secretary, Alphabet	Kent Walker has served as Senior Vice President, Global Affairs, and Chief Legal Officer of Google since June 2018 and Corporate Secretary of Alphabet since January 2020. He oversees teams responsible for content policy, government affairs, legal matters, philanthropy, and responsible innovation. Since joining Google in 2006, he has led Google’s advocacy on competition, content, copyright, and privacy. He previously served as Senior Vice President and General Counsel of Google from December 2010 to 2019 and as Vice President and General Counsel of Google from November 2006 to December 2010. He served as the first chair of the Global Internet Forum to Counter Terrorism and chairs Google’s Advanced Technology Review Council. He previously served as an Assistant U.S. Attorney in San Francisco and Washington D.C. and went on to hold executive positions at Netscape, AOL, and eBay. He currently serves on the Board of Overseers of Harvard University. Kent holds a Bachelor of Arts degree in social studies from Harvard University and a Juris Doctor degree from Stanford Law School.



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

1.	an Audit and Compliance Committee,
2.	a Leadership Development and Compensation Committee,
3.	a Nominating and Corporate Governance Committee, and
4.	an Executive Committee.

Board of Directors	Audit and Compliance Committee		Leadership Development and Compensation Committee	Nominating and Corporate Governance Committee	Executive Committee⁽¹⁾
Larry Page
Sergey Brin
Sundar Pichai
John L. ~~Hennessy~~Hennessy*
Frances H. Arnold*
L. John ~~Doerr~~Doerr*
Roger W. Ferguson Jr.*
~~Diane B. Greene~~
Ann ~~Mather~~Mather*
Alan R. ~~Mulally~~Mulally*
~~Sundar Pichai~~K. Ram Shriram*
~~Eric E. Schmidt~~
~~K. Ram Shriram~~Robin L. Washington⁽¹⁾
~~Shirley M. Tilghman~~*		⁽²⁾

	Member
	Committee Chair
*	Independent Director
(1)	~~Eric served as~~Robin was appointed Chair of the ~~Executive~~Leadership Development and Compensation Committee ~~until April 2018. Effective April 2018, the Executive Committee comprises Larry (Chair), Sergey, and Sundar.~~
~~(2)~~	~~Shirley retired from the Board of Directors,~~ effective ~~February 15, 2018.~~January 19, 2021.