likely to have a material adverse effect on the company. ignore median pay gaps. same technologies can cause unintended and widespread harm, including proliferating false information; facilitating malicious location, level and performance rating. fully vested and exercisable and 1,264 shares of Class A common stock issuable upon vesting of GSUs within sixty days of April ISO but for any reason fails to meet the requirements of an ISO shall be treated under the Plan as a nonstatutory stock option. of amounts payable with respect to an Incentive Award subject to and in accordance with the terms of a Deferred Compensation Plan. 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 by a stockholder entitled to vote at the annual meeting who has delivered timely written notice to our Corporate Secretary, which When shares of Capital Stock are to be issued to a Participant upon the exercise, grant or vesting of an Incentive Award, reasonable out-of-pocket expenses in connection with attendance at Board of Directors and committee meetings. John is a trustee of the Hennessy 1993 Revocable Trust and has voting and investment authority over the shares held by the In June 2018, U.S. news outlets reported that white supremacist and white nationalist content “found of Kleiner Perkins Caufield & Byers. in Google’s data centers around the world (https://blog.google/outreach-initiatives/sustainability/internet-24x7-carbon-free-energy-should-be-too/). Topic 718. Microsystems, Inc. and a former member of the research staff at Xerox Palo Alto Research Center. Other Bets are exempt from the minimum stock ownership requirements. Corporate Governance Guidelines, our Board of Directors has overall responsibility for risk oversight, specifically as it relates Global business leadership as Executive Vice President and Chief Financial The exercise price per any shares of Capital Stock to be issued hereunder or to effect similar compliance under any state or local laws. data leaks, and illegal location tracking from Alphabet.4 Our company’s reputation has been damaged by allegations Director shall be a current non-executive Alphabet employee who consents to serve on the Board. Since seating is limited, admission to the Annual Meeting will be on a first-come, first-served basis. to the deferred compensation plan. C capital stock will have been reserved for issuance pursuant to the Plan. OF U.S. FEDERAL INCOME TAXATION WITH RESPECT TO THE GRANT AND EXERCISE OF AWARDS UNDER THE PLAN. NDAs undermine public policy by limiting remedies for wrongdoing and keeping misconduct secret. in the industry. was approved by our stockholders at the 2012 Annual Meeting of Shareholders, assumed by Alphabet in October 2015, amended Sarbanes-Oxley Act of 2002 already permits the SEC to seek recovery of incentive awards from our Chief Executive Officer and Chief of Alphabet. In our view, significant Google Translate. 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 Our employees are among our most valuable assets. incentive awards that expire, are forfeited or cancelled, or terminate for any reason without the issuance of shares shall revamps the way sexual harassment investigations and outcomes are handled. of Alphabet). Our policy against insider trading prohibits Federal legislation has been introduced to ban the practice, and 11 attorneys general are investigating fast food franchisees’ Stockholders who hold shares in street name The address for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. the environment and supply chain. by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. of the 2019 Annual Meeting of Stockholders), we will disclose the new deadline by which stockholder proposals must be received competition laws, which may prohibit certain broad “no-poaching” agreements with other companies not to recruit one His role enables decisive leadership, ensures clear As described in more detail in the “Consideration In particular, the Board of Directors has Follow CA-87N and 101N to North Mathilda Avenue in Sunnyvale. notice within the time period described above under “Stockholder Proposals” for stockholder proposals that are Statement    76. compliance, risk management, leadership development, as possible while operating in an environmentally sustainable way. upon the exercise, grant or vesting of an Incentive Award, the Participant may tender to Alphabet a number of shares of Capital 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 properly brought before the meeting by or at the direction of our Board of Directors, or (3) properly brought before the meeting Incentive Award (and any agreement evidencing the grant of any Incentive Award) granted thereunder and to adopt and amend from since May 2006, and serves as chair of its nominating and governance committee, and Bloom Energy Corporation, a clean energy company, possessing more than ten percent (10%) of the total combined voting power of all classes of common stock of the Company unless Global business leadership as founder and managing partner of Sherpalo Ventures, 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 including any “group” within the meaning of Section 13(d)(3) under the Exchange Act. of Capital Stock in the aggregate. The Committee should provide an ongoing From 1999 to 2004, Ann was Executive Vice President and Chief Financial Officer of ALPHABET INC.  |  2019 Proxy our projects, and our employment.” Some employees have threatened to strike. leases were transferred to us, including a lease with Zee.Aero, Inc. (d/b/a Kitty Hawk Corporation), an entity affiliated with governance committee; Netflix, Inc., a streaming media company, since July 2010, and serves as chair of its audit committee; and or payment of consideration by the Company, the Committee shall appropriately adjust the type or number of shares subject Previously, he served as Google’s Vice President, relating to the size, structure, and needs of our Board of Directors. She previously served as Morgan Stanley’s Vice Chairman of Investment Banking from September 2003 to ALPHABET INC.  |  2019 Proxy For the purposes of this proposal, “sustainability” is Diane is a trustee of each of these trusts and has voting and investment pacts, in which companies agree not to recruit one another’s employees, introduce labor market inefficiencies and inhibit options and unvested GSUs will fully vest. as a Board and as a company. To align our named executive officers’ In the event of any increase or decrease in the number or type of issued shares of common stock of Alphabet resulting Diane was previously We prohibit all speculative, short-sale, and hedging Stockholders who participate in householding will continue For Eric Participants are not taxed on their pre-tax contributions or earnings RESOLVED, shareholders Nominating and Corporate Governance Committee should include the candidate’s name, biographical information, information date, she had 16,572 unvested Merger Shares. We have Pursuant to the purchase agreement, the seller’s existing We have taken aggressive action to ensure compliance with our Community Guidelines. If a pre-approval is obtained from the Committee delegate, the auditor By vesting over time, equity also creates an incentive for continued service on our Board of Directors. In the of our stockholders. in China in a way that is consistent with our mission and have gradually expanded our offerings to consumers in China, including Governance Guidelines and the respective committee charters, external experts and advisors that they consider necessary or appropriate. of strategic alternatives, as appropriate. we deemed outstanding shares of Class A common stock subject to options held by that person that are currently exercisable, and renders services directly or indirectly to, the Company and any member of the Board of Directors is eligible for selection by the On or after the date of grant of an Incentive Award under the and discussing with management the annual Compensation Discussion and Analysis (CD&A) disclosure and the related narrative 2015 Annual Report. delegated to the Audit Committee the primary responsibility for the oversight of many of the risks facing our businesses. referred to in paragraph (e) hereof, the Committee may, in its sole discretion, make such adjustments of any Cash Incentive resources to ensure that we are aware of, and able to appropriately address the various risks that our businesses face and the hereunder may, without the consent of a Participant, reduce the Participant’s rights under any previously granted and outstanding Consists of 4,293 shares of Class A common stock held by the Hennessy 1993 Revocable Trust. and tabular presentations regarding named executive officer compensation and, based on this review and these discussions, You are invited to attend the Annual Meeting if you were an Alphabet stockholder as of the close of business on April 22, provision of services other than audit services is compatible with maintaining Ernst & Young LLP’s independence. of Business and Management, Pepperdine University; the Presidents Council & Ross Business School Advisory Board, Except as set forth below, unless otherwise instructed, amended and restated by the Board of Directors as of October 2, 2015, amended by the Board of Directors on March 30, 2016 and Sergey Brin, President of Alphabet, Statement    80. “Committee” means the Leadership Development and Compensation Committee of the Board of Directors or such and manufacturing company, since April 2013, and salesforce.com, inc., a provider of customer relationship management technology, a member of the board of the Chan Zuckerberg Biohub. In January 2018, John L. Hennessy was appointed by our Board

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