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8-K – 2026-06-11 – d57679d8k.htm
8-K Depositary Shares, each representing a 1/20th interest in a share of 6.25% of Series A Mandatory Convertible Preferred Stock, par value $0.001 per Depositary Shares, each representing a 1/20th interest in a share of 6.25% of Series B Mandatory Convertible Preferred Stock, par value $0.001 per false 0001652044 0001652044 2026-06-05 2026-06-05 0001652044 us-gaap:CommonClassAMember 2026-06-05 2026-06-05 0001652044 goog:CapitalClassCMember 2026-06-05 2026-06-05 0001652044 goog:DepositarySharesEachRepresentingA120thInterestInAShareOf6.25PercentOfSeriesAMandatoryConvertiblePreferredStockParValue0.001PerShareMember 2026-06-05 2026-06-05 0001652044 goog:DepositarySharesEachRepresentingA120thInterestInAShareOf6.25PercentOfSeriesBMandatoryConvertiblePreferredStockParValue0.001PerShareMember 2026-06-05 2026-06-05 0001652044 goog:A2.375SeniorNotesDue2028Member 2026-06-05 2026-06-05 0001652044 goog:A2.500SeniorNotesDue2029Member 2026-06-05 2026-06-05 0001652044 goog:A4.125SeniorNotesDue2029Member 2026-06-05 2026-06-05 0001652044 us-gaap:SeniorNotesMember 2026-06-05 2026-06-05 0001652044 goog:A2.875SeniorNotesDue2031Member 2026-06-05 2026-06-05 0001652044 goog:A3.450SeniorNotesDue2032Member 2026-06-05 2026-06-05 0001652044 goog:A4.625SeniorNotesDue2032Member 2026-06-05 2026-06-05 0001652044 goog:A3.000SeniorNotesDue2033Member 2026-06-05 2026-06-05 0001652044 goog:A3.125SeniorNotesDue2034Member 2026-06-05 2026-06-05 0001652044 goog:SeniorNotesDue2034Member 2026-06-05 2026-06-05 0001652044 goog:A3.375SeniorNotesDue2037Member 2026-06-05 2026-06-05 0001652044 goog:A3.500SeniorNotesDue2038Member 2026-06-05 2026-06-05 0001652044 goog:A4.100SeniorNotesDue2039Member 2026-06-05 2026-06-05 0001652044 goog:A5.500SeniorNotesDue2041Member 2026-06-05 2026-06-05 0001652044 goog:A4.000SeniorNotesDue2044Member 2026-06-05 2026-06-05 0001652044 goog:A3.875SeniorNotesDue2045Member 2026-06-05 2026-06-05 0001652044 goog:A4.500PercentSeniorNotesDue2045Member 2026-06-05 2026-06-05 0001652044 goog:A4.000SeniorNotesDue2054Member 2026-06-05 2026-06-05 0001652044 goog:A5.875SeniorNotesDue2058Member 2026-06-05 2026-06-05 0001652044 goog:A4.800SeniorNotesDue2063Member 2026-06-05 2026-06-05 0001652044 goog:A4.375SeniorNotesDue2064Member 2026-06-05 2026-06-05 0001652044 goog:A6.125SeniorNotesDue2126Member 2026-06-05 2026-06-05 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 5, 2026 ALPHABET INC. (Exact name of registrant as specified in its charter) Delaware 001-37580 61-1767919 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1600 Amphitheatre Parkway Mountain View , CA 94043 (Address of principal executive offices, including zip code) ( 650 ) 253-0000 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, $0.001 par value GOOGL Nasdaq Stock Market LLC (Nasdaq Global Select Market) Class C Capital Stock, $0.001 par value GOOG Nasdaq Stock Market LLC (Nasdaq Global Select Market) Depositary Shares, each representing a 1/20th interest in a share of 6.25% of Series A Mandatory Convertible Preferred Stock, par value $0.001 per share GOOGM Nasdaq Stock Market LLC (Nasdaq Global Select Market) Depositary Shares, each representing a 1/20th interest in a share of 6.25% of Series B Mandatory Convertible Preferred Stock, par value $0.001 per share GOOGN Nasdaq Stock Market LLC (Nasdaq Global Select Market) 2.375% Senior Notes due 2028 — Nasdaq Stock Market LLC 2.500% Senior Notes due 2029 — Nasdaq Stock Market LLC 4.125% Senior Notes due 2029 — Nasdaq Stock Market LLC 3.200% Senior Notes due 2030 — Nasdaq Stock Market LLC 2.875% Senior Notes due 2031 — Nasdaq Stock Market LLC 3.450% Senior Notes due 2032 — Nasdaq Stock Market LLC 4.625% Senior Notes due 2032 — Nasdaq Stock Market LLC 3.000% Senior Notes due 2033 — Nasdaq Stock Market LLC 3.125% Senior Notes due 2034 — Nasdaq Stock Market LLC 3.625% Senior Notes due 2034 — Nasdaq Stock Market LLC 3.375% Senior Notes due 2037 — Nasdaq Stock Market LLC 3.500% Senior Notes due 2038 — Nasdaq Stock Market LLC 4.100% Senior Notes due 2039 — Nasdaq Stock Market LLC 5.500% Senior Notes due 2041 — Nasdaq Stock Market LLC 4.000% Senior Notes due 2044 — Nasdaq Stock Market LLC 3.875% Senior Notes due 2045 — Nasdaq Stock Market LLC 4.500% Senior Notes due 2045 — Nasdaq Stock Market LLC 4.000% Senior Notes due 2054 — Nasdaq Stock Market LLC 5.875% Senior Notes due 2058 — Nasdaq Stock Market LLC 4.800% Senior Notes due 2063 — Nasdaq Stock Market LLC 4.375% Senior Notes due 2064 — Nasdaq Stock Market LLC 6.125% Senior Notes due 2126 — Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Amended and Restated Alphabet Inc. 2021 Stock Plan At the Annual Meeting of Shareholders of Alphabet Inc. (“ Alphabet ”) held on June 5, 2026 (the “ 2026 Annual Meetin g”), Alphabet’s shareholders approved the amendment and restatement of the Alphabet Inc. Amended and Restated 2021 Stock Plan (the “ 2021 Stock Plan ”) to increase the share reserve by 200,000,000 shares of Class C capital stock. A description of the 2021 Stock Plan and related matters was set forth in Alphabet’s definitive proxy statement on Form 14A filed with the U.S. Securities and Exchange Commission on April 24, 2026 (the “ 2026 Proxy Statement ”) and is qualified in its entirety by reference to the full text of the 2021 Stock Plan, a copy of which is being filed as Exhibit 10.01 to this Form 8-K. Item 5.07. Submission of Matters to a Vote of Security Holders. At the 2026 Annual Meeting, Alphabet’s shareholders voted on fourteen proposals as set forth below, all of which are described in detail in the 2026 Proxy Statement. Holders of the shares of Class A common stock were entitled to one vote per share held as of the close of business on April 6, 2026 (the “ Record Date ”) and holders of the shares of Class B common stock were entitled to ten votes per share held as of the Record Date. 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 shareholders at the 2026 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. The individuals listed below were elected at the 2026 Annual Meeting to serve as directors of Alphabet until the next annual meeting of shareholders or until their respective successors have been duly elected and qualified: Director Nominee For Against Abstentions Broker Non-Votes Larry Page 12,104,689,848 253,760,809 11,977,407 580,489,723 Sergey Brin 12,126,817,980 231,787,871 11,822,213 580,489,723 Sundar Pichai 12,220,219,180 138,074,133 12,134,751 580,489,723 John L. Hennessy 10,516,289,201 1,833,243,807 20,895,056 580,489,723 Frances H. Arnold 11,125,866,749 1,227,795,726 16,765,589 580,489,723 R. Martin “Marty” Chávez 12,239,289,361 117,748,177 13,390,526 580,489,723 L. John Doerr 11,355,761,435 1,001,798,113 12,868,516 580,489,723 Roger W. Ferguson Jr. 12,185,427,819 171,708,679 13,291,566 580,489,723 K. Ram Shriram 11,759,506,386 595,590,333 15,331,345 580,489,723 Robin L. Washington 11,699,766,304 657,754,018 12,907,742 580,489,723 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, 2026 was approved. There were no broker non-votes on this matter. For Against Abstentions 12,451,743,976 486,022,124 13,151,687 3. The amendment and restatement of the 2021 Stock Plan to increase the share reserve by 200,000,000 shares of Class C capital stock was approved. For Against Abstentions Broker Non-Votes 11,172,299,966 1,181,470,416 16,657,682 580,489,723 4. The compensation awarded to Alphabet’s named executive officers, as described in the 2026 Proxy Statement, was approved, on an advisory basis. For Against Abstentions Broker Non-Votes 9,989,122,717 2,333,576,331 47,729,016 580,489,723 5. A shareholder proposal regarding an enhanced disclosure on climate goals was not approved. For Against Abstentions Broker Non-Votes 906,706,984 11,427,222,293 36,498,787 580,489,723 6. A shareholder proposal regarding a report on water usage and AI development was not approved. For Against Abstentions Broker Non-Votes 185,107,844 12,131,395,079 53,925,141 580,489,723 7. A shareholder proposal regarding equal shareholder voting was not approved. For Against Abstentions Broker Non-Votes 3,847,324,128 8,502,953,219 20,150,717 580,489,723 8. A shareholder proposal regarding a viewpoint diversity risk report was not approved. For Against Abstentions Broker Non-Votes 19,216,908 12,324,947,838 26,263,318 580,489,723 9. A shareholder proposal regarding a report on politicized content moderation was not approved. For Against Abstentions Broker Non-Votes 25,617,853 12,299,460,438 45,349,773 580,489,723 10. A shareholder proposal regarding a report on impact of U.S. immigration policy was not approved. For Against Abstentions Broker Non-Votes 224,647,230 12,098,472,610 47,308,224 580,489,723 11. A shareholder proposal regarding a report on data privacy was not approved. For Against Abstentions Broker Non-Votes 743,788,468 11,587,651,785 38,987,811 580,489,723 12. A shareholder proposal regarding AI Board oversight was not approved. For Against Abstentions Broker Non-Votes 461,472,553 11,863,462,046 45,493,465 580,489,723 13. A shareholder proposal regarding a report on AI-generated misinformation was not approved. For Against Abstentions Broker Non-Votes 1,145,766,202 11,179,823,623 44,838,239 580,489,723 14. A shareholder proposal regarding a report on AI data usage oversight was not approved. For Against Abstentions Broker Non-Votes 1,510,607,181 10,806,830,963 52,989,920 580,489,723 Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.01 Alphabet Inc. Amended and Restated 2021 Stock Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ALPHABET INC. June 11, 2026 /s/ Kathryn W. Hall Kathryn W. Hall Assistant Secretary