ALPHABET INC. - DEF14A

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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	Definitive Proxy Statement
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	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)

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Notice of 2025 Annual Meeting of Stockholders and Proxy Statement

Dear Stockholders

We are pleased to invite you to participate in our 2025 Annual Meeting of Stockholders (Annual Meeting) to be held on Friday, June 6, 2025, 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 8, 2025 (Record Date), can participate in and vote at our Annual Meeting by visiting www.virtualshareholdermeeting.com/GOOGL25 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 our Annual Meeting through our Investor Relations YouTube channel at www.youtube.com/c/AlphabetIR on Friday, June 6, 2025, at 9:00 a.m., Pacific Time.

Further details regarding participation in our 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 2024 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 our 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 25, 2025

Alphabet 2025 Proxy Statement 2

Letter from the Chair of the Board of Directors

Dear Fellow Stockholders,

Reflecting on the past year, our Board remains deeply impressed by Alphabet’s innovation and progress. In 2024, the company continued to make significant advancements across the business, particularly in AI, maintaining its leadership position while delivering real-world benefits to billions of users.

Our Board is pleased with the company’s industry-leading work in AI, and the focus and dedication of its world-class research and engineering teams. Last year, we witnessed remarkable progress, from the evolution of Gemini models to the introduction of the agentic era with Gemini 2.0. The integration of AI into core products like Search and the way AI is now central to the company’s growing Cloud business demonstrate Google’s ability to translate cutting-edge research into helpful experiences and businesses.

Our Board continues to work actively with management to ensure there is robust governance to develop this important technology in a thoughtful, responsible way. This includes controls and frameworks around AI development, stringent privacy and safety policies, rigorous risk assessments, and transparent oversight.

We have always valued the crucial role of Google’s products and platforms as avenues for individuals to access information and express themselves freely. These platforms facilitate global communication and foster connection, learning, debate, and exchanging ideas. Our Board is supporting the company in its ongoing work to ensure these platforms remain open and accessible while addressing the important considerations around safety and responsibility.

Our Board brings a wide range of expertise and works collaboratively and closely with Sundar and the management team to oversee the company’s strategic direction and long-term investments. We are confident in the company’s ability to navigate the evolving technological landscape, continue to create value for our stockholders, and make technology and information more accessible to everyone.

On behalf of the Board of Directors, we sincerely appreciate your continued trust and support as we navigate this exciting future together.

Very truly yours,

John L. Hennessy
Chair of the Board of Directors

Alphabet 2025 Proxy Statement 3

Notice of 2025 Annual Meeting of Stockholders


Date & Time Friday, June 6, 2025 9:00 a.m., Pacific Time	Virtual Meeting Site www.virtualshareholdermeeting.com/GOOGL25	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 8, 2025 (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, 2025		FOR
3.	Stockholder proposals, if properly presented		AGAINST each of the stockholder proposals

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.

In advance of the Annual Meeting			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.

			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 99 for details on voting your shares during the Annual Meeting through www.virtualshareholdermeeting.com/GOOGL25.

This Notice of 2025 Annual Meeting of Stockholders, proxy statement, and form of proxy card are being distributed and made available on or about April 25, 2025.

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 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 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 2025 Proxy Statement 4

Important Notice Regarding Internet Availability of Proxy Materials

This proxy statement and our 2024 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, 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 2025 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.

2024 Business Highlights

2024 marked a pivotal year for Alphabet, driven by the impactful integration of our industry-leading AI capabilities into our products, platforms, and services. We made dramatic progress across compute, model performance, and efficiency, fueling rapid product innovation and increased user and developer engagement.The strategic deployment of Gemini models across our core products and platforms has fundamentally enhanced user experiences and empowered our global ecosystem. Our unique full-stack approach to AI innovation, encompassing robust infrastructure, world-class research, and global reach, positions us to operate at scale and lead in the AI era.We remain steadfast in our commitment to disciplined long-term investment, focusing on responsible AI development and the delivery of transformative experiences for our users, advertisers, partners, customers, and developers.

The following graphs compare 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, 2019 to December 31, 2024.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, 2019 in stock or index, including reinvestment of dividends.
Copyright^© 2025 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.

Alphabet 2025 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

10	Nominees	70%	Independent

	Technology & Innovation		Global Business
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

	Finance		Nonprofit Board
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
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.