ALPHABET INC. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)

FILED BY THE REGISTRANT

FILED BY A PARTY OTHER THAN THE REGISTRANT

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	Preliminary Proxy Statement
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	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant to §240.14a-12

ALPHABET INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
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Dear Stockholders

We are pleased to invite you to participate in our 2024 Annual Meeting of Stockholders (Annual Meeting) to be held on Friday, June 7, 2024, at 9:00 a.m., Pacific Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all stockholders regardless of location.

Alphabet stockholders of Class A or Class B common stock (or their proxy holders) as of the close of business on the record date, April 9, 2024 (Record Date), can participate in and vote at our Annual Meeting by visiting www.virtualshareholdermeeting.com/GOOGL24 and entering the 16-digit control number included in their Notice of Internet Availability of Proxy Materials (Notice), voting instruction form, or proxy card. All others may view a live webcast of the Annual Meeting through our Investor Relations YouTube channel at www.youtube.com/c/AlphabetIR on June 7, 2024, at 9:00 a.m., Pacific Time.

Further details regarding participation in the Annual Meeting and the business to be conducted are described in the Notice you received in the mail and in this proxy statement. We have also made available a copy of our 2023 Annual Report to Stockholders (Annual Report) with this proxy statement. We encourage you to read our Annual Report. It includes our audited financial statements and provides information about our business.

We have elected to provide access to our proxy materials online under the U.S. Securities and Exchange Commission’s “notice and access” rules. We are constantly focused on improving the ways people connect with information and believe that providing our proxy materials online increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact of our Annual Meeting.

Your vote is important. Whether or not you plan to participate in the Annual Meeting, we hope you will vote as soon as possible. You may vote online, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction form. Please review the instructions on each of your voting options described in this proxy statement and in the Notice you received in the mail. For more information, please see the Questions and Answers section of this proxy statement or visit the Annual Meeting of Stockholders section under the heading “Governance” on our Investor Relations website at https://abc.xyz/investor/annual-meeting/.

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

Sincerely,



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

April 26, 2024

Alphabet 2024 Proxy Statement 2

Letter from the Chair of the Board of Directors

Dear Fellow Stockholders,

Looking back across the last 25 years, our Board is proud of the contributions Alphabet has made to many of the foundational technologies of our time. Whether offering a better way to search the web, send email or even navigate the world, Alphabet’s commitment to research and innovation has made it possible to turn technology into accessible and helpful tools used by billions of people.

The company has continued to innovate over the past year, and our Board is pleased with the advancements that have been made, particularly in AI. There has been great progress this year in Google Search, with the launch of the Search Generative Experience and many other AI features. And in December, Google launched Gemini, the company’s most capable and general AI model, to deliver more helpful experiences across its products and services. It’s all very early days and the company is well positioned.

Looking ahead, we are committed to overseeing investments for the long-term with discipline and applying Alphabet’s resources responsibly as it continues to unlock the growth potential of AI across its products and services. Developers are using Google’s models and infrastructure to build new generative AI applications, and globally, enterprises and startups are growing with our AI tools, using Google Cloud. Businesses of all sizes use Google’s ads products to drive growth, and AI has been fundamental to many of the Google Ads tools developed over the past decade.

Our Board works closely with Sundar and the management team to oversee the company’s AI development — guided by the AI Principles the company first published in 2018. The collective experience of our directors — including Google’s founders — across science, academia, technology, and business is invaluable as we help guide Alphabet’s progress during this transformational time in computer science. Regular reports and updates from the Audit and Compliance Committee and our senior management have ensured that our Board is deeply involved in the oversight of the company’s AI strategy, as well as any emerging issues that may arise at the cutting-edge of AI development, from protecting the safety and privacy of users, to our longstanding commitment to human rights, to developing ways to accelerate climate action.

Across all matters related to the company, we work closely with our investor relations and legal teams to understand investor perspectives. We value the input and support of all of Alphabet’s stakeholders, including our employees, users, partners, and stockholders, which have fueled the company’s immense contributions to making technology and information more accessible for all. Our Board deeply values these perspectives, which are so important to the strong future we see for Alphabet.

On behalf of my fellow directors, as we move through this next momentous turning point in AI, we could not be more grateful for your trust in us to oversee Alphabet’s work to deliver on its important mission.

Very truly yours,

John L. Hennessy

Chair of the Board of Directors

Alphabet 2024 Proxy Statement 3

Notice of 2024 Annual Meeting of Stockholders

Date and Time

FRIDAY, JUNE 7, 2024
9:00 a.m., Pacific Time

Virtual Meeting Site

www.virtualshareholdermeeting.com/GOOGL24

Who Can Vote

Alphabet stockholders of Class A or Class B
common stock (or their proxy holders) as of the
close of business on April 9, 2024 (Record Date)

Items of Business		Alphabet Board Voting Recommendation
1.	Election of Directors: Larry Page, Sergey Brin, Sundar Pichai, John L. Hennessy, Frances H. Arnold, R. Martin “Marty” Chávez, L. John Doerr, Roger W. Ferguson Jr., K. Ram Shriram, and Robin L. Washington		FOR each of the nominees
2.	Ratification of appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2024		FOR
3.	Stockholder proposals, if properly presented		AGAINST

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

By order of the Board of Directors,



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

Review Your Proxy Statement and Vote In One Of Four Ways:

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

		Online Vote your shares at www.proxyvote.com. Have your Notice, voting instruction form, or proxy card for the 16-digit control number needed to vote.

In advance of the Annual Meeting		By Telephone Call toll-free number 1-800-690-6903.

		By Mail Sign, date, and return your proxy card in the enclosed envelope.

During the Annual Meeting		Online See page 108 for details on voting your shares during the Annual Meeting through www.virtualshareholdermeeting.com/GOOGL24.

This Notice of 2024 Annual Meeting of Stockholders, proxy statement, and form of proxy card are being distributed and made available on or about April 26, 2024.

This proxy statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our investment and ongoing development of AI, our environmental, social, and governance goals, commitments, and strategies, and our executive compensation program. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in our most recently filed periodic report on Form 10-K. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, which speak as of the respective date of this proxy statement, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

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

Alphabet 2024 Proxy Statement 4

Important Notice Regarding Internet Availability of Proxy Materials

This proxy statement and our 2023 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available at https://abc.xyz/investor/annual-meeting/.

Incorporation By Reference

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

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

Alphabet 2024 Proxy Statement 5

Proxy Statement
Summary &
Highlights

Corporate
Governance

Director and
Executive
Compensation

Audit Matters

Proposals

Q&A

Proxy Statement Summary & Highlights

This section highlights selected information and does not contain all of the information that you should consider before voting. You should read the entire proxy statement carefully before voting.

2023 Business Highlights

2023 was a year of profound innovation and product momentum, as we aimed to deliver advanced, safe, and responsible AI. Powered by our continued investment in AI technology and infrastructure, we were able to bring new advances in generative AI to our core products including Search, YouTube, Gmail, Ads, Google Cloud and more. In December, we launched Gemini, our most capable and general model, which, along with other AI models we have previously developed, we now leverage across our business to deliver helpful products and services for our users, advertisers, partners, customers, and developers. As we pursue the opportunities ahead, we continue to focus on investing for the long term and with discipline to support this new wave of growth in AI-powered experiences.

The following graphs match our Class A and Class C’s cumulative 5-year total stockholder returns on common stock and capital stock, respectively, with the cumulative total returns of the S&P 500 index, the Nasdaq Composite index, and the RDG Internet Composite index. The graphs track the performance of a $100 investment in our common stock and capital stock, respectively, and in each index (with the reinvestment of all dividends) from December 31, 2018 to December 31, 2023. The returns shown are based on historical results and are not intended to suggest future performance.

Comparison of Cumulative 5-Year Total Return*
Alphabet Inc. Class A Common Stock

Among Alphabet Inc., the S&P 500 Index, the Nasdaq Composite Index, and the RDG Internet Composite Index

Comparison of Cumulative 5-Year Total Return*
Alphabet Inc. Class C Capital Stock

Among Alphabet Inc., the S&P 500 Index, the Nasdaq Composite Index, and the RDG Internet Composite Index

*$100 invested on December 31, 2018 in stock or index, including reinvestment of dividends.

Alphabet 2024 Proxy Statement 6

Proxy Statement
Summary &
Highlights

Corporate
Governance

Director and
Executive
Compensation

Audit Matters

Proposals

Q&A

Alphabet’s Board of Directors

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

Our Director Nominees

70%

Independent

60%

Directors self-identify as female or from an underrepresented community


Directors with a significant background in technology, including through experience in technology-related businesses, academic and research institutions, bring critical understanding of our industry and the technological trends and innovation that shape our products, services, and AI-first strategy		Directors with experience in, and exposure to, operating within complex business environments and diverse markets, engaging with international stakeholders, and navigating global regulatory regimes and frameworks, enhance our Board’s oversight of Alphabet’s global operations, supply chains, and strategic execution


Directors with professional experience in the financial sector, including through management of a financial firm or enterprise, contribute to our Board’s understanding of financial markets and to effective oversight of our capital structure, financial reporting, and financial activities, including our R&D investments		Directors with experience serving on nonprofit boards bring insight into overseeing and leading mission-driven organizations, foundations, and strategies for building successful partnerships with different customers and stakeholders, along with a nuanced perspective on ways in which our products, services and operations can make a positive impact on the communities we serve and operate within


Leadership experience, including through service in public and private company executive roles or leadership of significant academic and other institutions, provides our Board with a deep understanding of organizational dynamics, complex operations, risk management, human capital and talent management, and other areas that are critical to overseeing a large global company and advancing our strategy

SEC Form DEF 14A filed by Alphabet Inc.