Google Inc. (Alphabet Inc.) | Stockholder approval of director compensation at Google Inc. (Alphabet Inc.)

Status
0.61% votes in favour
AGM date
Previous AGM date
Proposal number
3
Resolution details
Company ticker
GOOGL
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Remuneration or pay
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
RESOLVED: The Bylaws of Alphabet Inc. are amended as follows:



Article III, Section 3.12 is deleted and replaced in its entirety as follows:



The Board shall not have any authority to fix the compensation of directors. The compensation of directors the corporation pays shall be fixed at $1 in a fiscal year; provided, however, the corporation may pay, grant, or award compensation greater than $1 in a fiscal year if such compensation has been (1) disclosed to stockholders in advance of the fiscal year in which the corporation will pay, grant, or award such compensation; (2) submitted to an approval vote of stockholders at an annual or special meeting of stockholders in advance of the fiscal year in which the corporation will pay, grant, or award such disclosed compensation; and (3) approved by a majority of stockholder votes present in person or represented by proxies and entitled to vote cast in favor of the disclosed annual compensation at an annual or special meeting of stockholders in advance of the fiscal year in which the corporation will pay, grant, or award such compensation, which majority shall include only stockholder votes of stockholders that are not directors of the corporation.
Supporting statement
SUPPORTING STATEMENT: Alphabet stockholders seek an independent Board, one that has as its sole objective representing stockholders without conflict of interest. One interest pertains to compensation and how Alphabet compensates directors for board service. Stockholders seek the authority to approve compensation that directors receive from Alphabet.



Stockholders want and need authority over how and how much Alphabet compensates directors. If stockholders approve compensation, then directors have the greatest incentive to work in the sole interest of stockholders. Currently, directors design and approve compensation with no approval from stockholders. Directors receive whatever compensation they desire. This bylaw amendment corrects this problem.



The bylaw amendment provides for a stockholder vote on director compensation. Directors can continue to design and propose compensation structure and amount, including the mix and amount of cash and equity. Stockholders will have final approval over whether directors receive what directors propose. Stockholders will vote on director compensation as disclosed in the proxy statement for a stockholder meeting before the fiscal year in which directors receive that compensation. Stock owned by directors will not count in the vote, so the vote result represents the independent views of stockholders.



We urge stockholders to approve this bylaw amendment and assume proper authority over the compensation of directors who represent us.

Filed by John Chevedden.

How other organisations have declared their voting intentions

Organisation nameDeclared voting intentionsRationale
Whitley Asset ManagementAgainst
THEMATICS Asset ManagementAgainst
Rothschild & co Asset ManagementAgainst
Kutxabank Gestion SGIIC SAU.Against

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