| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amended and Restated Alphabet Inc. 2021 Stock Plan
At the Annual Meeting of Stockholders of Alphabet Inc. (“Alphabet”) held on June 1, 2022 (the “2022 Annual Meeting”), Alphabet’s stockholders approved an amendment to Alphabet Inc. 2021 Stock Plan (the “2021 Stock Plan”) to increase the share reserve by 4,000,000 shares of Class C capital stock.
A description of the 2021 Stock Plan and related matters was set forth in Alphabet’s definitive proxy statement on Form 14A filed with the U.S. Securities and Exchange Commission on April 22, 2022 (the “2022 Proxy Statement”) and is qualified in its entirety by reference to the full text of the 2021 Stock Plan, a copy of which is being filed as Exhibit 10.01 to this Form 8-K.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the 2022 Annual Meeting, Alphabet’s stockholders approved an amendment to the Alphabet’s Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of authorized shares in connection with a 20-for-one stock split of Alphabet’s Class A common stock, Class B common stock, and Class C capital stock (the “Charter Amendment”). The Charter Amendment became effective upon its filing with the Secretary of State of the State of Delaware on June 3, 2022.
As previously announced, each Alphabet stockholder of record at the close of business on July 1, 2022 (the “Stock Split Record Date”) will receive, after the close of business on July 15, 2022, 19 additional shares for every one share held as of the Stock Split Record Date. Trading is expected to begin on a split-adjusted basis on July 18, 2022.
This description of the Charter Amendment is not complete and is qualified in its entirety by reference to the text of the Charter, as amended and restated, a copy of which is filed as Exhibit 3.01 to this Form 8-K.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2022 Annual Meeting, Alphabet’s stockholders voted on twenty-one proposals as set forth below, all of which are described in detail in the 2022 Proxy Statement. Holders of the shares of Class A common stock were entitled to one vote per share held as of the close of business on April 5, 2022 (the “Record Date”) and holders of the shares of Class B common stock were entitled to ten votes per share held as of the Record Date. Holders of the shares of Class A common stock and holders of the shares of Class B common stock voted together as a single class on all matters (including the election of directors) submitted to a vote of stockholders at the 2022 Annual Meeting. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.
1. The individuals listed below were elected at the 2022 Annual Meeting to serve as directors of Alphabet until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified:
| | | | | | | | |
Director Nominee | | For | | Against | | Abstentions | | Broker Non-Votes |
Larry Page | | 592,852,727 | | 10,483,152 | | 444,070 | | 30,350,444 |
Sergey Brin | | 592,848,088 | | 10,485,256 | | 446,605 | | 30,350,444 |
Sundar Pichai | | 595,666,963 | | 7,658,201 | | 454,785 | | 30,350,444 |
John L. Hennessy | | 553,426,687 | | 49,316,543 | | 1,036,719 | | 30,350,444 |
2
