2016 Annual Meeting of Stockholders

Proxy materials

2016 Proxy Statement
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2015 Annual Report
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More information

Watch a webcast of the 2016 Annual Meeting here.

Stay tuned for information about our 2017 Annual Meeting here.

2016 proxy vote results

We held our 2016 Annual Meeting of Stockholders on June 8, 2016 at our corporate headquarters at 1600 Amphitheatre Parkway, Mountain View, California 94043. The following proposals were submitted to the stockholders:

  1. The election of eleven directors to hold office until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified.
  2. The ratification of the appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2016.
  3. The approval of amendments to Alphabet’s 2012 Stock Plan to increase the share reserve by 11,500,000 shares of Class C capital stock and to cap the aggregate amounts of stock-based and cash-based awards which may be granted under Alphabet’s 2012 Stock Plan to any non-employee member of the Board of Directors in respect to any calendar year, solely with respect to his or her service as a member of the Board of Directors, at $1,500,000.
  4. The approval of an amendment to the Fourth Amended and Restated Certificate of Incorporation of Google Inc., Alphabet’s wholly owned subsidiary, to remove a provision that requires the vote of the stockholders of Alphabet, in addition to the vote of Alphabet (as sole stockholder), in order for Google to take certain actions.
  5. A stockholder proposal regarding equal shareholder voting.
  6. A stockholder proposal regarding a lobbying report.
  7. A stockholder proposal regarding a political contribution report.
  8. A stockholder proposal regarding the adoption of a majority vote standard for the election of directors.
  9. A stockholder proposal regarding an independent chairman of the board policy.
  10. A stockholder proposal regarding a report on gender pay.

For more information about the foregoing proposals, see our definitive proxy statement dated April 29, 2016.

Holders of the shares of Class A common stock are entitled to one vote per share and holders of the shares of Class B common stock are entitled to 10 votes per share. 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 2016 Annual Meeting. Holders of Class C capital stock have no voting power as to any items of business voted on at the 2016 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. Election of directors

    Director Nominee Votes For Votes Withheld Broker Non-Votes
    Larry Page 688,878,700 6,061,639 35,053,036
    Sergey Brin 685,103,658 9,836,681 35,053,036
    Eric E. Schmidt 687,053,167 7,887,172 35,053,036
    L. John Doerr 666,544,819 28,395,520 35,053,036
    Diane B. Greene 684,670,301 10,270,038 35,053,036
    John L. Hennessy 606,030,064 88,910,275 35,053,036
    Ann Mather 646,574,152 48,393,187 35,053,036
    Alan R. Mulally 692,478,670 2,461,669 35,053,036
    Paul S. Otellini 583,991,073 110,949,266 35,053,036
    K. Ram Shriram 590,887,766 104,052,573 35,053,036
    Shirley M. Tilghman 677,419,657 17,520,682 35,053,036

    The eleven nominees were elected to Alphabet’s Board of Directors and will serve as directors until our next annual meeting or until their respective successors are duly elected and qualified.

  2. Ratification of Appointment of Ernst & Young LLP as Alphabet’s Independent Registered Public Accounting Firm

    The results of the voting were 727,864,811 votes for, 1,886,139 votes against, and 242,425 abstentions. There were no broker non-votes on this matter. The appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2016 was ratified.

  3. Approval of Amendments to Alphabet’s 2012 Stock Plan

    The results of the voting were 499,249,627 votes for, 194,654,599 votes against, 1,036,113 abstentions, and 35,053,036 broker non-votes. Amendments to Alphabet’s 2012 Stock were approved.

  4. Approval of an amendment to the Fourth Amended and Restated Certificate of Incorporation of Google

    The results of the voting were 593,216,603 votes for, 100,805,011 votes against, 918,725 abstentions, and 35,053,036 broker non-votes. The Amendment to the Fourth Amended and Restated Certificate of Incorporation of Google was approved.

  5. Stockholder Proposal Regarding Equal Shareholder Voting

    The results of the voting were 192,233,355 votes for, 501,415,586 votes against, 1,291,398 abstentions, and 35,053,036 broker non-votes. The stockholder proposal was not approved.

  6. Stockholder Proposal Regarding a Lobbying Report

    The results of the voting were 79,195,998 votes for, 568,338,312 votes against, 47,406,029 abstentions, and 35,053,036 broker non-votes. The stockholder proposal was not approved.

  7. Stockholder Proposal Regarding A Political Contributions Report

    The results of the voting were 63,557,221 votes for, 583,976,479 votes against, 47,406,639 abstentions, and 35,053,036 broker non-votes. The stockholder proposal was not approved.

  8. Stockholder Proposal Regarding the Adoption of a Majority Voting Standard for the Election of Directors

    The results of the voting were 197,560,475 votes for, 496,160,547 votes against, 1,219,317 abstentions, and 35,053,036 broker non-votes. The stockholder proposal was not approved.

  9. Stockholder Proposal Regarding an Independent Chairman of the Board Policy

    The results of the voting were 92,780,266 votes for, 601,604,246 votes against, 555,827 abstentions, and 35,053,036 broker non-votes. The stockholder proposal was not approved.

  10. Stockholder Proposal Regarding a Report on Gender Pay

    The results of the voting were 79,084,322 votes for, 560,221,610 votes against, 55,634,407 abstentions, and 35,053,036 broker non-votes. The stockholder proposal was not approved.

Thank you for your ongoing support of, and continued interest in Alphabet.

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