Not independent
Tenure on this board
27.8 yrs
10 nominees · 14 ballot items.
Election of ten directors; ratification of Ernst & Young LLP as independent auditors; approval to increase the 2021 Stock Plan share reserve by 200,000,000 Class C shares; advisory (say-on-pay) vote on named executive officer compensation; and twelve shareholder proposals requesting various reports or corporate governance changes (climate disclosure, water usage, one-vote-per-share recapitalization, viewpoint diversity risk report, politicized content moderation report, U.S. immigration policy impact report, data privacy report, AI board oversight, AI-generated misinformation assessment, and AI data usage oversight).
Elect ten 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.
Ratify the appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Approve an amendment and restatement of Alphabet’s Amended and Restated 2021 Stock Plan to increase the share reserve by 200,000,000 shares of Class C capital stock.
This management proposal requests shareholder approval to increase Alphabet’s Amended and Restated 2021 Stock Plan share reserve by 200 million Class C shares. Management and the Compensation Committee argue that equity awards are central to Alphabet’s talent attraction and retention strategy and that the current available share pool (approximately 534 million shares as of year-end 2025) will be insufficient to support expected hiring and compensation needs. The amendment is an expansion of an existing, shareholder-approved plan and does not change fundamental plan mechanics aside from increasing the authorized share count; it preserves existing governance controls such as committee administration, limits on non-employee director awards, repricing restrictions, and adjustment provisions for corporate transactions. The request is positioned in the context of Alphabet’s heavy reliance on equity-based compensation (GSUs and PSUs) as primary long-term incentives for executives and senior employees, tying pay to multi-year performance and retention. From a governance perspective, shareholders should evaluate dilution risk versus the operational need to maintain equity availability to fund strategic hires and incentive programs; the filing discloses current run-rate usage and that management believes the incremental issuance is necessary. The Board recommends approval, emphasizing the plan’s role in retaining top technical and managerial talent during a period of significant AI-driven investment and growth. Potential investor considerations include the incremental dilution to Class C economic interests (though Class C shares do not carry voting rights) and how the company’s share usage and equity grant practices will be monitored and disclosed going forward. Overall, the proposal asks shareholders to authorize a specific numeric increase to a long-standing equity plan to preserve Alphabet’s ability to grant competitive awards under existing plan terms.
Advisory, non-binding vote to approve the compensation awarded to Alphabet’s named executive officers as disclosed in the proxy statement.
This management proposal seeks an advisory (non-binding) shareholder vote on the company’s named executive officer (NEO) compensation disclosures and program. Management frames its compensation approach around three pillars—attract/retain talent, support innovation and performance, and align pay with shareholder outcomes—using a pay mix heavily weighted to long-term equity (GSUs and PSUs) and multi-year performance metrics such as relative TSR. The Compensation Committee runs a triennial cadence for CEO awards and uses PSUs with relative TSR against the S&P 100, while other senior equity includes both GSUs and PSUs with multi-year vesting and performance conditions; management highlights safeguards such as multi-year vesting, clawback policies, prohibitions on hedging/pledging, and minimum share ownership requirements. The say-on-pay vote is advisory but informs the Compensation Committee’s future design choices; historically management cites shareholder feedback and say-on-pay outcomes in program adjustments. Investors should assess whether pay design credibly links realized compensation to long-term value creation given recent strong TSR and large PSU payouts in the 2023–2025 performance period, as well as the inclusion of Bet-linked performance units for Other Bets in recent CEO awards. The Board recommends FOR, emphasizing pay-for-performance alignment and retention during a growth phase driven by AI investment. Key considerations include the magnitude and structure of CEO/NEO awards, disclosure transparency on PSU metrics and outcomes, and how equity issuance interacts with dilution and capital allocation priorities. Because this is advisory, implementation is left to the Board and Compensation Committee; investors use the result as a governance signal to influence future compensation design.
Request that Alphabet publish a report explaining how it will meet its GHG- and electricity-related climate commitments given rapidly growing AI/data center energy demand, including contingency plans, stress tests, pathways to 2030 and estimated carbon removal needed.
Request that Alphabet prepare and disclose a report detailing how its water usage policies and practices align with its fiduciary duty to maximize long-term shareholder value, focusing on operational efficiency, cost management, and risk mitigation relevant to AI/data center operations.
Request that the Board take practicable steps to initiate and adopt a recapitalization plan to move to one vote per share (phase-out within seven years or other board-justified timeframe).
Request that the Board establish an independent committee to publish a report assessing risks arising from an apparent lack of viewpoint diversity on the Board and within senior leadership and how those risks are mitigated.
Request that Alphabet conduct an evaluation and issue a report analyzing risks and costs associated with using diagnostic tools created by politicized corporate partners (e.g., SPLC) and the legal, reputational, competitive risks of such partnerships.
Request a publicly available report on how U.S. immigration policy and enforcement impacts Alphabet’s operations, workforce, and ability to attract/retain AI talent.
Request that the Board issue public reporting assessing operational, reputational, regulatory and legal risks from gaps in policies, controls and oversight of customer and user data processed through Google Services and Google Cloud, and recommend mitigations.
Request that the Board update the Audit Committee charter to provide formal oversight on responsible development and deployment of AI and AI-related risks impacting human rights, including review and reporting to the full Board.
Request that the Board commission a third-party assessment and report on additional actions to mitigate false information produced by Google’s generative AI systems, including detection and removal approaches.
Request an annual report assessing risks to operations, finances, and public welfare from unethical or improper usage of external data in development, training, and deployment of Alphabet’s AI offerings, and steps taken to mitigate those risks.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.12% | 378,261,579 | $108.8B |
| 2 | STATE STREET CORP | 1.87% | 226,259,132 | $65.1B |
| 3 | FMR LLC | 1.38% | 167,485,285 | $48.2B |
| 4 | BlackRock, Inc. | 1.35% | 162,970,466 | $46.9B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 1.10% | 133,646,615 | $38.3B |
| 6 | BlackRock, Inc. | 1.00% | 120,646,058 | $34.7B |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 0.80% | 96,536,714 | $27.8B |
| 8 | PRICE T ROWE ASSOCIATES INC /MD/ | 0.60% | 72,157,441 | $20.7B |
| 9 | Capital World Investors | 0.54% | 65,347,108 | $18.8B |
| 10 | Capital Research Global Investors | 0.47% | 57,546,747 | $16.5B |
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