UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
NOTICE OF EXEMPT SOLICITATION
Submitted Pursuant to Rule
14a-6(g)
NAME OF REGISTRANT: Alphabet Inc.
NAME OF PERSONS RELYING ON EXEMPTION: The
Anti-Defamation League & JLens
ADDRESS OF PERSON RELYING ON EXEMPTION: 605
3rd Ave, New York, NY 10158
WRITTEN MATERIALS: The following
written material is attached – Proxy Memorandum, dated April 28, 2026
* * *
Written materials
are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934 as JLens serves as the registered investment
adviser to entities that hold, in the aggregate, in excess of $5 million in shares of Alphabet Inc. at
the time of filing. This is not a solicitation of authority to vote any proxy. The Anti-Defamation League & JLens are not asking for
your proxy card and will not accept proxy cards if sent. The cost of this filing is being borne entirely by JLens and its affiliates.
PLEASE NOTE: The
Anti-Defamation League & JLens are not asking for your proxy card and cannot accept your proxy card.
Please DO NOT send us your proxy card.
(Written
material follows on next page)
PROXY MEMORANDUM
To: Shareholders of Alphabet Inc.
(the “Company” or “Alphabet”)
From: The Anti-Defamation League
(“ADL”) & JLens (together, “we”)
Date: April 28, 2026
Re: The case to vote AGAINST Proposal 11 (“Shareholder Proposal
Regarding a Report on Data Privacy”) on Alphabet’s 2026 Proxy Statement
We Urge You to Vote AGAINST
Proposal 11 on Alphabet’s 2026 Proxy Statement
Proposal 11 calls on Alphabet to “issue
public reporting … assessing operational, reputational, regulatory and legal risks to [Alphabet] arising from gaps in the Company’s
policies, controls, and oversight systems of customer and user data processed through Google Services and Google Cloud.” [1]
Proposal 11 shares many similarities with
Proposal 9 from Alphabet’s 2025 proxy statement (the “2025 Proposal”), which received limited shareholder support (~4.5%).
[2] [3]
In our view, Proposal 11 is not tailored
to a clearly identified, company-specific governance deficiency, but instead reflects a recurring proposal framework that has been applied
across multiple issuers. As discussed below, this proposal framework has appeared in a multi-year pattern of shareholder and advocacy
activity that aligns with the Boycott, Divestment, and Sanctions (BDS) movement, in this instance, focused on Alphabet's role in Project
Nimbus.
Shareholders Should View Proposal 11
in Context, Not in Isolation
Shareholder proposals should be evaluated
based on their substance, and in some cases, that substance requires a multi-year lens. When a proponent repeatedly changes the framing
while pursuing the same objective, we believe that history matters.
Zevin Asset Management (“Zevin”)
(on behalf of Denise and Gerald Bergman), the proponent behind Proposal 11, also filed the 2025 Proposal at Alphabet, seeking a report
on Alphabet’s due diligence process for customer use of products and services in “conflict-affected and high-risk areas”
(CAHRA), expressly invoking the Company’s Project Nimbus and Israel-related allegations. [4] For context, Zevin is a Boston-based
investment advisor that applies a publicly disclosed investment-screening framework that excludes companies it believes have failed to
uphold international humanitarian law in conflict-affected and high-risk areas. [5] This CAHRA framing formed the basis of the 2025 Proposal
and was reiterated in the proponent's communications concerning Proposal 11. In 2026, Proposal 11 shifts to the language of assessing
risks related to customer and user data. [6]
But when the proponent explained why investors
should support this year’s proposal, the same target reappeared. In a February 2026 investor outreach email, Zevin urged investors
to support Proposal 11 by pointing specifically to “Google Cloud contracts, particularly large-scale government agreements (e.g.,
Israel)” and to “disclosures related to Project Nimbus.” [7]
When successive proposals from the same
proponent use different governance frames but repeatedly direct investor attention to the same contract, we believe shareholders ought
to evaluate the proposal in that full context.
The Proponent’s Record Confirms the Pattern
Zevin’s public record
indicates that Proposal 11 should be evaluated in the context of a broader pattern of similar proposals, activities and organizational
affiliations, including the following:
| · | Organizational Affiliations: Zevin's
President is a member of the Investment Subcommittee of American Friends Service Committee, an organization that supports the BDS movement
and alleges that Alphabet is "profiting from the Gaza genocide." [8] [9] [10] |
| · | Submission of Shareholder Proposal at Microsoft
Corporation (“Microsoft”) Regarding Contracts Involving Israeli Military: In 2025, Zevin co-filed a shareholder proposal
at Microsoft calling for increased human rights due diligence, [11] and filed an exempt solicitation raising concerns regarding Microsoft’s
cloud services contracts involving the Israeli military. In those materials, a director at Zevin stated that “…continued
military support to Israel could lead to charges of complicity.” [12] |
| · | Public Advocacy Characterizing Technology Companies
as Complicit in Israeli Military Actions: In May 2025, a Zevin representative participated as a speaker in a webinar titled "Big
Tech and the Assault on Gaza: Shareholder Responsibility Amid a New Age of Militarism," which focused on how “the world’s
most powerful private U.S. technology companies are complicit in genocide by enabling the Israeli military….” [13] |
| · | Divestment from Caterpillar Inc. (“Caterpillar”): In 2015,
Zevin excluded Caterpillar from its investment portfolio citing concerns related to Caterpillar’s operations in Israel. The firm
characterized Caterpillar’s activities as reflecting “systematic disregard for human rights,” notwithstanding Caterpillar’s
role as a supplier within U.S. government-authorized programs. [14] |
Across
multiple companies and years, the proponent has repeatedly focused on corporate relationships involving Israel or Israeli government-linked
activity. While Zevin’s proposals may vary in technical framing, its underlying area of emphasis has been broadly consistent.
In
this context, Proposal 11 appears consistent with a broader pattern of proposals that are not tailored to company-specific governance
deficiencies, but instead apply a recurring framework focused on a particular set of geopolitical activities. As a result, we believe
shareholders should carefully assess whether the requested report would provide company-specific insight that they would actually benefit
from or whether it would duplicate existing oversight while introducing a selective application of governance standards that could prove
detrimental to the Company.
A Sustained Campaign: Multi-Year BDS-Linked Advocacy Targeting
Alphabet
Proposal 11 also arises in the context of a multi-year campaign targeting
Alphabet’s Israel-related business activities, particularly Project Nimbus, through a combination of external advocacy, employee
activism, boycott efforts, and shareholder pressure. For example, over several years, organizations associated with No Tech for Apartheid,
the Palestinian BDS National Committee, Jewish Voice for Peace, and related activist networks have pressed Alphabet through public campaigns,
internal employee petitions, protests and sit-ins, calls for consumer and institutional boycotts, and shareholder proposals framed around
human rights and due diligence. [15] [16] [17] [18] [19] [20] [21] [22] [23] [24] [25] [26] [27] [28] [29] [30]
This history matters because we believe it helps explain the real
context and objective behind Proposal 11. In our view, regardless of its framing, Proposal 11 is consistent with a broader pattern of
advocacy that seeks to challenge or stigmatize Alphabet’s lawful commercial relationships involving Israel, rather than simply promote
neutral, enterprise-wide oversight. Shareholders should evaluate the proposal with that sustained campaign in mind.
Proposal
11 Applies a Selective Lens to Project Nimbus and Israel
Although Proposal
11 is framed as a broad request for oversight of customer and user data risks, its treatment and invocation of Project Nimbus reflects
a more selective framing. In our view, applying heightened scrutiny to a single government customer, without a stated neutral principle
explaining why, is not consistent with a globally applied governance standard.
| · | Proposal 11 omits the broader reality of Project
Nimbus. Project Nimbus is a broad cloud-computing initiative supporting a range of Israeli ministries and functions, including taxation,
healthcare, education, and administrative services. [31] [32] The proposal places primary emphasis on potential military or security-related
uses, without comparable discussion of the program’s substantial civilian applications or citation to publicly verified instances
of misuse. |
| · | Proposal 11 strips away Israel’s security
context. The proposal omits the context of the October 7, 2023 attacks, in which more than 1,200 people were killed and hundreds were
taken hostage, as well as the continuing threats facing Israeli civilians. [33] Moreover, the proposal fails to mention that Alphabet’s
technology, including cloud-based and AI-enabled tools, could play an important role in protecting Israeli civilians facing persistent
terrorist threats. [34] In our view, absent this context, the proposal could lead shareholders to view these uses as uniquely concerning,
rather than as part of broader government use of technology for security purposes. |
| · | Proposal 11 applies a selective standard.
While it references other legal and regulatory developments, Project Nimbus is the only specific government cloud relationship it highlights
as a supposed illustration of governance failure. The proposal implies that Israel’s use of Alphabet’s technology raises uniquely
serious ethical concerns, even though comparable cloud and AI tools are used by governments around the world for legitimate public-sector
and public-safety functions. [35] [36] [37] It offers no comparable scrutiny of similar uses elsewhere and provides no neutral principle
explaining why Israel alone should be treated as exceptional. In our view, this selective framing is not consistent with a globally applied
governance standard. |
Taken together,
these omissions and inconsistencies suggest that Proposal 11 is not tailored to a specific governance gap at Alphabet, but instead applies
a selective lens to a particular subset of Alphabet’s global operations.
This Proposal Could Harm Alphabet and Risk Shareholder Value
We believe approving Proposal 11 may introduce
incremental financial and operational risks to Alphabet's public-sector business and competitive position, including:
| · | Financial Risk: Proposal 11 could
harm profitability by decreasing revenues and increasing expenses. Google Cloud generated approximately $43.2 billion in fiscal
year 2024 — representing a growing share of Alphabet’s business. [38] A meaningful portion
of this revenue includes public-sector customers, where procurement depends on trust, neutrality, and long-term stability. Disruption
of these relationships on non-commercial grounds could materially impair top-line performance. We believe Proposal 11 seeks to impose
scrutiny on dealings with sovereign and defense customers in a way that could undermine trust, delay contract awards, and weaken renewals,
which could impose unnecessary risk on the Company’s contract procurement and revenue generation. |
| · | Activist Escalation Risk: We believe the approval of Proposal
11 could lead to additional, successive requests for reporting or policy changes, increasing management time, legal costs, and
compliance expenditures without a commensurate governance benefit. |
| · | Reputational Risk: Proposal 11
asserts that Alphabet’s participation in Project Nimbus “may not align with its data governance principles that prohibit
uses that “violate, or encourage the violation of, the legal rights of others,” or for any “invasive” purpose,
or anything “that can cause death, serious harm, or injury to individuals or groups of individuals.” [1] In our view, this
framing implies that lawful commercial activity with a specific government customer is inherently associated with harm, without citation
to verified instances of product misuse. We believe approval of the proposal could amplify these
claims and increase scrutiny from media, regulators, and advocacy groups, potentially affecting investor confidence and long-term brand
value. |
Conclusion: Vote AGAINST Proposal 11
— A Recurring Campaign Repackaged as Governance
JLens
and ADL are not opposed to neutral, evenhanded assessments of material privacy, human rights, or data-governance risks. However, Proposal
11 is not such a request. Although framed in broader terms, we believe the proposal is best understood in context as a selective effort
focused on Alphabet’s lawful business relationships involving Israel, particularly Project Nimbus, rather than a company-wide governance
improvement. As set forth in this memorandum, the proponent’s prior activity clearly indicates that this proposal reflects a recurring
campaign repackaged in the language of risk oversight.
It
is our view that Proposal 11, if implemented, would introduce reputational, operational, and commercial risks to the Company and its shareholders
without offering meaningful governance benefits.
Proposal
11 could invite further selective scrutiny of lawful customer relationships, increase pressure on Alphabet’s public-sector business,
and risk undermining confidence in the Company’s ability to serve governments and enterprise customers under a consistent framework.
Accordingly, and consistent with the ~4.5% support received by the substantially similar 2025 Proposal,
we urge shareholders to vote AGAINST Proposal 11, which would introduce risk without meaningfully improving Alphabet’s oversight
or governance.
For more information,
please contact Dani Nurick, JLens Director of Advocacy, at dani@jlensnetwork.org.
About the Anti-Defamation League
ADL is the leading anti-hate organization in the
world. Founded in 1913, its timeless mission is “to stop the defamation of the Jewish people and to secure justice and fair treatment
to all.” Today, ADL continues to fight all forms of antisemitism and bias, using innovation and partnerships to drive impact. A
global leader in combating antisemitism, countering extremism and battling bigotry wherever and whenever it happens, ADL works to protect
democracy and ensure a just and inclusive society for all.
About JLens
Founded in 2012, JLens is a 501(c)(3) nonprofit
and Registered Investment Advisor that empowers investors to align their capital with Jewish values and advocates for Jewish communal
priorities in the corporate arena. JLens’ Jewish Investor Network is composed of over 35 Jewish institutions, representing $12 billion
in communal capital. In 2022, JLens established an affiliation with ADL (Anti-Defamation League), the leading anti-hate organization in
the world. More at www.jlensnetwork.org.
Endnotes:
1. Alphabet Inc., 2026 Definitive Proxy Statement (Form DEF 14A),
U.S. Securities and Exchange Commission, April 24, 2026, https://www.sec.gov/ix?doc=/Archives/edgar/data/1652044/000130817926000342/goog-20260424.htm
2. Alphabet Inc., 2025 Definitive Proxy Statement (Form DEF 14A),
U.S. Securities and Exchange Commission, April 25, 2025, https://www.sec.gov/Archives/edgar/data/1652044/000130817925000511/goog012701-def14a.htm
3. Alphabet Inc., Form 8-K (Current Report), Item 5.07: Submission
of Matters to a Vote of Security Holders. U.S. Securities and Exchange Commission, 2025, https://www.sec.gov/Archives/edgar/data/1652044/000119312525139948/d949049d8k.htm
4. Alphabet Inc.,
2025 Definitive Proxy Statement (Form DEF 14A), U.S. Securities and Exchange Commission, April 25, 2025, https://www.sec.gov/Archives/edgar/data/1652044/000130817925000511/goog012701-def14a.htm
5. Zevin Asset Management,
LLC, Form ADV Part 2A Brochure, Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss), March 26, 2026, available at https://adviserinfo.sec.gov
6. Alphabet Inc., 2026 Definitive
Proxy Statement (Form DEF 14A), U.S. Securities and Exchange Commission, April 24, 2026, https://www.sec.gov/ix?doc=/Archives/edgar/data/1652044/000130817926000342/goog-20260424.htm
7. Zevin
Asset Management, Email and Letter to Institutional
Investors re: Alphabet Inc. Proposal, February 24, 2026
8. “Meet
Our Staff,” Zevin Asset Management, https://www.zevin.com/meet-our-staff
9. “What
you should know about AFSC’s support for the BDS movement,” American Friends Service Committee, January 7, 2019, https://afsc.org/news/what-you-should-know-about-afscs-support-bds-movement
10. “Companies Profiting from
the Gaza Genocide.” American Friends Service Committee, https://afsc.org/gaza-genocide-companies
11. Microsoft Corporation, Definitive Proxy Statement (Form DEF
14A), U.S. Securities and Exchange Commission, October 21, 2025, https://www.sec.gov/Archives/edgar/data/789019/000119312525245150/d908201ddef14a1.pdf
12. Investor Advocates for
Social Justice, Notice of Exempt Solicitation at Microsoft Corporation, U.S. Securities and Exchange Commission, July 24, 2025, https://www.sec.gov/Archives/edgar/data/789019/000121465925010874/j724252px14a6g.htm
13. “Big Tech and the
Assault on Gaza: Shareholder Responsibility Amid a New Age of Militarism.” Just Vision, 2025, https://justvision.org/events/big-tech-and-assault-gaza-shareholder-responsibility-amid-new-age-militarism
14. “BDS Fight Moves From Campus to Corporate Boardrooms
— and Stakes Rise,” The Forward, August 17, 2015, https://forward.com/fast-forward/319282/bds-fight-moves-from-campus-to-corporate-boardrooms-and-stakes-rise/
15. “STATEMENT on
Google Cloud’s acquisition of Israeli start-up Wiz,” No Tech for Apartheid, March 19, 2025, https://medium.com/@notechforapartheid/statement-on-google-clouds-acquisition-of-israeli-start-up-wiz-987cbaf34b0f
16. ADL & JLens, “ADL and JLens Urge Shareholders of
Alphabet Inc. to Vote AGAINST Anti-Israel Shareholder Proposal,” May 13, 2025, https://www.adl.org/resources/press-release/adl-and-jlens-urge-shareholders-alphabet-inc-vote-against-anti-israel
17. Zevin Asset
Management on behalf of Denise Bergman, Notice of Exempt Solicitation at Alphabet Inc., U.S. Securities and Exchange Commission, 2025,
https://www.sec.gov/Archives/edgar/data/1394096/000121465925007295/p59255px14a6g.htm
18. BDS Movement, “About BNC,” https://bdsmovement.net/BNC
19. UCL/BDS at
UCL, “UCL, Google DeepMind & Complicity in Israeli Apartheid, Occupation & Genocide,” June 2024, https://bdsatucl.com/wp-content/uploads/2024/10/UCL-DeepMind-BDS-2024-1.pdf
20. InfluenceWatch, “No Tech for Apartheid,” https://www.influencewatch.org/organization/no-tech-for-apartheid/
21. Time, “Exclusive: Google Workers Revolt Over $1.2 Billion
Contract With Israel,” Updated January 19, 2026, https://time.com/6964364/exclusive-no-tech-for-apartheid-google-workers-protest-project-nimbus-1-2-billion-contract-with-israel
22. NPR, “Google worker says the company is 'silencing our
voices' after dozens are fired,” April 19, 2024, https://www.npr.org/2024/04/19/1245757317/google-worker-fired-israel-project-nimbus-cloud-protestor
23. Ynet News, “Firewall: Google, Microsoft and Amazon face
mounting pressure to boycott Israel,” July 15, 2025, https://www.ynetnews.com/tech-and-digital/article/syame6qlel
24. BDS Movement (@BDSmovement), X, April 19, 2024, https://x.com/BDSmovement/status/1781352611238519003
25. The Intercept, “Google Activists Circulated Internal
Petition on Israel Ties. Only the Muslim Got a Call from HR,” November 15, 2023, https://theintercept.com/2023/11/15/google-israel-gaza-nimbus-protest/
26. Athena, “500+ Google Workers
and Community Activists Protest Company’s Business Relationship with Israel; Claim ‘Google
Fuels First AI-Powered Genocide,’” December 14, 2023, https://athenaforall.org/news/2023-google-nimbus-protests/
27. Jerusalem Post,
“Anti-Israel Google, Amazon protest accused of ‘astroturf’ BDS campaign,” October 20, 2021, https://www.jpost.com/diaspora/antisemitism/anti-israel-google-amazon-protest-accused-of-astroturf-bds-campaign-682625
28. ADL, “2022 Anti-Israel Shareholder Activism Points to
Broader Divestment Strategy,” March 23, 2023, https://www.adl.org/resources/article/2022-anti-israel-shareholder-activism-points-broader-divestment-strategy
29. Common Dreams,
“40+ Organizations Join 500+ Tech Workers in Demanding Amazon and Google End All Ties with Israeli Apartheid,” October 13,
2021, https://www.commondreams.org/newswire/2021/10/13/40-organizations-join-500-tech-workers-demanding-amazon-and-google-end-all-ties
30. Common Dreams,
“’No Tech for Apartheid’: 40+ Groups Demand Amazon and Google Ditch Israeli Military,” October 13, 2021, https://www.commondreams.org/news/2021/10/13/no-tech-apartheid-40-groups-demand-amazon-and-google-ditch-israeli-military
31. OECD,
“Project Nimbus – National Cloud Infrastructure,” OECD.AI Policy Observatory, July 9, 2025, https://oecd.ai/en/dashboards/policy-initiatives/project-nimbus-national-cloud-infrastructure-3871
32. Government of
Israel, “About Nimbus Cloud Me In,” April 30, 2023, https://www.gov.il/en/pages/aboutnimbus
33. Office of the Spokesperson, “Two-Year Anniversary of
October 7th Attack,” U.S. Department of State, October 7, 2025, https://www.state.gov/releases/office-of-the-spokesperson/2025/10/two-year-anniversary-of-october-7th-attack
34. “Missile Defense
Through a Quantum Leap in Artificial Intelligence,” The Jerusalem Strategic Tribune, October 2025, https://www.jstribune.com/gfoeller-rundell-missile-defense-through-a-quantum-leap-in-ai/
35. Google Cloud,
“Government Customer Success Stories,” https://cloud.google.com/gov/customer-success-stories
36. Global Government Forum, “UK government agrees deal
with Google to tackle legacy tech,” July 15, 2025, https://www.globalgovernmentforum.com/uk-government-agrees-deal-with-google-to-tackle-legacy-tech/
37. Constellation Research,
“Google Public Sector AI Agents and the Future of Government,” October 29, 2025 https://www.constellationr.com/insights/news/google-public-sector-ai-agents-and-future-government
38. “How AI Startups Are Fueling Google’s Booming
Cloud Business.” TechCrunch, September 18, 2025, https://techcrunch.com/2025/09/18/how-ai-startups-are-fueling-googles-booming-cloud-business/
This
communication constitutes an exempt solicitation under Rule 14a-2(b)(1) of the Securities Exchange Act of 1934, as amended. Neither ADL
nor JLens is seeking proxy authority. No proxy cards will be accepted. Please vote using Alphabet's official proxy materials and instructions.
