Alphabet (GOOG) investors expand stock plan but reject all ESG and AI proposals

Rhea-AI Filing Summary

Alphabet Inc. held its 2026 Annual Meeting of Shareholders on June 5, 2026 and approved an amended and restated 2021 Stock Plan, increasing the share reserve by 200,000,000 shares of Class C capital stock. Shareholders elected all nominated directors and ratified the appointment of Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026.

Shareholders approved, on an advisory basis, the compensation of Alphabet’s named executive officers but did not approve fourteen shareholder proposals covering topics such as climate goals, water usage and AI development, equal shareholder voting, data privacy, and AI oversight.

Insights

Corporate governance analyst

Alphabet shareholders backed the board’s slate and a large equity plan increase while rejecting all ESG and AI-focused proposals.

Shareholders approved amending the 2021 Stock Plan to add 200,000,000 Class C shares, indicating support for continued use of stock-based compensation and incentives. All director nominees received billions of votes in favor, confirming strong backing for existing leadership and board composition.

The meeting also ratified Ernst & Young LLP as auditor and approved executive pay on an advisory basis. Fourteen shareholder proposals on climate disclosure, water use and AI, equal voting, data privacy, and AI governance all failed, suggesting investors largely aligned with Alphabet’s current policies in these areas for now.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Stock plan share increase: 200,000,000 shares Votes for Sundar Pichai: 12,220,219,180 votes Auditor ratification - for votes: 12,451,743,976 votes +5 more

8 metrics

Stock plan share increase 200,000,000 shares Increase to Class C share reserve under 2021 Stock Plan

Votes for Sundar Pichai 12,220,219,180 votes Director election at 2026 Annual Meeting

Auditor ratification - for votes 12,451,743,976 votes Ratification of Ernst & Young LLP for FY ending Dec 31, 2026

Stock plan amendment - for votes 11,172,299,966 votes Approval of amended and restated 2021 Stock Plan

Say-on-pay - for votes 9,989,122,717 votes Advisory approval of executive compensation

Climate goals proposal - against votes 11,427,222,293 votes Shareholder proposal on enhanced climate disclosure

Equal voting proposal - for votes 3,847,324,128 votes Shareholder proposal on equal shareholder voting

AI data usage oversight - for votes 1,510,607,181 votes Shareholder proposal on AI data usage oversight

Key Terms

Mandatory Convertible Preferred Stock, share reserve, broker non-votes, independent registered public accounting firm, +2 more

6 terms

Mandatory Convertible Preferred Stock financial

"Depositary Shares, each representing a 1/20th interest in a share of 6.25% of Series A Mandatory Convertible Preferred Stock"

A mandatory convertible preferred stock is a type of investment that pays regular income like a preferred share but is designed to automatically turn into a set number of common shares at a future date, much like a timed coupon that becomes company ownership. It matters to investors because it combines a near-term income stream with a guaranteed future increase in the company’s share count, which can dilute existing owners and change earnings-per-share and voting balance.

share reserve financial

"to increase the share reserve by 200,000,000 shares of Class C capital stock"

broker non-votes financial

"The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"the appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"The compensation awarded to Alphabet’s named executive officers ... was approved, on an advisory basis."

Amended and Restated 2021 Stock Plan financial

"Alphabet’s shareholders approved the amendment and restatement of the Alphabet Inc. Amended and Restated 2021 Stock Plan"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

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 Meeting”), 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

FAQ

What did Alphabet (GOOG) shareholders approve regarding the 2021 Stock Plan?

Shareholders approved an amendment and restatement of Alphabet’s 2021 Stock Plan to increase the share reserve by 200,000,000 shares of Class C capital stock. This expands the pool of shares available for equity awards to employees and other eligible participants under the plan.

Which directors were elected at Alphabet’s 2026 Annual Meeting?

Shareholders elected all nominated directors, including 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, to serve until the next annual meeting.

Was Alphabet’s executive compensation approved by shareholders in 2026?

Yes. The compensation awarded to Alphabet’s named executive officers was approved on an advisory basis, with 9,989,122,717 votes for, 2,333,576,331 against, and 47,729,016 abstentions, plus 580,489,723 broker non-votes recorded on the proposal.

Which auditor did Alphabet (GOOG) shareholders ratify for fiscal year 2026?

Shareholders ratified Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 12,451,743,976 votes for, 486,022,124 against, and 13,151,687 abstentions, and no broker non-votes on this item.

Did Alphabet shareholders approve the climate goals disclosure proposal in 2026?

No. A shareholder proposal seeking enhanced disclosure on climate goals was not approved. It received 906,706,984 votes for and 11,427,222,293 votes against, with 36,498,787 abstentions and 580,489,723 broker non-votes at the 2026 Annual Meeting.

How did Alphabet shareholders vote on AI-related governance and oversight proposals?

Multiple shareholder proposals addressing AI Board oversight, AI-generated misinformation, AI data usage oversight, and AI-related water usage reporting were not approved. Each proposal saw significantly more votes against than for, along with substantial broker non-votes on these items.

Was the equal shareholder voting proposal approved at Alphabet’s 2026 meeting?

No. The shareholder proposal on equal shareholder voting did not pass. It received 3,847,324,128 votes for and 8,502,953,219 votes against, with 20,150,717 abstentions and 580,489,723 broker non-votes recorded on this governance-related item.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.01 EX-10.01 80.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 9.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 23.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 41.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 25.4 KB