[8-K] Alphabet Inc. Reports Material Event

Rhea-AI Filing Summary

Form 8-K – Item 5.07: 2025 Annual Meeting Voting Results

Rein Therapeutics, Inc. (Nasdaq: RNTX) filed an 8-K covering the July 23 2025 reconvened Annual Meeting. Two routine governance items were approved:

• Director election: William C. Fairey was elected Class II director through the 2028 AGM with 7,661,847 votes for and 1,621,599 withheld; no broker non-votes.
• Say-on-pay: Shareholders backed the company’s executive compensation on a non-binding basis with 8,325,803 votes for (≈94%), 146,938 against, and 810,705 abstentions; no broker non-votes.

No additional proposals, financial results, guidance, or strategic actions were disclosed. The filing is informational and does not indicate changes to operations, capital structure, or outlook.

Insights

Corporate Governance Analyst

TL;DR – Routine vote results; no material impact.

The director was re-elected and executive pay received strong (~94%) support, signaling shareholder confidence in current leadership. Both outcomes are customary and expected for a company of Rein’s size. Because there are no new strategic directives, financial metrics, or capital actions, the filing is largely procedural. Investors should view the impact as neutral; governance stability continues, but nothing herein alters valuation or risk profile.

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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)

July 23, 2025

____________________________________________________________

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)
2.500% Senior Notes due 2029			—			Nasdaq Stock Market LLC
3.000% Senior Notes due 2033			—			Nasdaq Stock Market LLC
3.375% Senior Notes due 2037			—			Nasdaq Stock Market LLC
3.875% Senior Notes due 2045			—			Nasdaq Stock Market LLC
4.000% Senior Notes due 2054			—			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 2.02.     Results of Operations and Financial Condition.

On July 23, 2025, Alphabet Inc. (“Alphabet” or the “Company”) is issuing a press release and holding a conference call regarding its financial results for the quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Alphabet is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

Item 8.01.     Other Events.

Alphabet’s Board of Directors declared a quarterly cash dividend of $0.21 payable on September 15, 2025 to stockholders of record for each of the Company’s Class A, Class B, and Class C shares as of September 8, 2025.

Item 9.01.     Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.			Description
99.1			Press release of Alphabet Inc. dated July 23, 2025
104			Cover Page Interactive Data File (formatted as inline XBRL)

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.
Date: July 23, 2025			/s/ ANAT ASHKENAZI
			Anat Ashkenazi
			Senior Vice President, Chief Financial Officer

FAQ

What did Rein Therapeutics (RNTX) disclose in its July 23 2025 Form 8-K?

The company reported voting results from its 2025 Annual Meeting, covering a director election and advisory say-on-pay approval.

Was the director nominee elected at the Rein Therapeutics 2025 AGM?

Yes. William C. Fairey was elected as a Class II director, receiving 7,661,847 votes for and 1,621,599 withheld.

How much support did the say-on-pay proposal receive from RNTX shareholders?

Approximately 94% of votes cast (8,325,803) favored the company’s executive compensation program.

Were there any broker non-votes reported for the RNTX meeting items?

No. Both proposals recorded zero broker non-votes.

Does the filing contain any financial results or guidance updates for Rein Therapeutics?

No. The 8-K is limited to voting outcomes and provides no financial or operational updates.

Is this 8-K expected to affect Rein Therapeutics' stock price?

Likely not. The disclosed matters are routine governance items with no direct financial impact.