Google Inc. (Alphabet Inc.) | Give Each Share an Equal Vote at Google Inc. (Alphabet Inc.)

Status
Filed
Previous AGM date
Resolution details
Company ticker
GOOGL
Lead filer
Northstar Asset Management (Delisted)
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
RESOLVED: Shareholders request that our Board take all practicable steps in its control to initiate and adopt a recapitalization plan for all outstanding stock to have one vote per share. We recommend that this be done through a phase-out process in which the board would, within seven years or other timeframe justified by the board, establish fair and appropriate mechanisms to effectuate such recapitalization plan. This is not intended to limit our Board's discretion in crafting the requested change in accordance with applicable laws and existing contracts.
Supporting statement
In Alphabet?s multi-class voting structure, Class B stock has 10 times the voting rights of Class A. As a result, Mr. Page and Mr. Brin currently control 52% of our company?s total voting power while owning less than 11% of outstanding voting stock1, and will continue to retain voting control even though they have stepped down from leading the company. Due to this voting structure, our company takes public shareholder money but refuses shareholders an equal voice in the company?s management. For example, it was primarily the weight of the insiders? 10 votes per share that permitted the creation of a non-voting class of stock (class C) despite shareholders voting to oppose the move.2 Shareholders note that directly employed Google workers are partially compensated in Class C stock. Google?s compensation philosophy states that ?Googlers should share the success of the company,? but without voting rights, these employee-shareholders cannot exercise oversight of executives. Google?s global workforce is reportedly more than 50% temporary workers, contractors or vendor employees yet these workers have even less say over their indirect employer?s actions, and are subject to increasingly alarming treatment.3 A survey of U.S. data workers powering AI showed that 86% worry about meeting basic financial responsibilities and only 30% are paid for downtime between tasks, even as their labor underpins the very systems that drive the company?s growth.4 Corporate governance experts overwhelmingly illustrate a growing concern about multi-class share structures. The Council for Institutional Investors (CII) recommends a seven-year phase-out of dual class share offerings, and the International Corporate Governance Network supports CII?s recommendation. Outside shareholders overwhelmingly support this proposal, with 98% backing in 20255. By adopting this change, the Board can strengthen governance, improve accountability, and protect long-term shareholder value. Shareholders are encouraged to vote FOR this good governance request to allow better shareholder oversight. 1 https://www.sec.gov/Archives/edgar/data/1652044/000165204425000014/goog-20241231.htm 2 https://journals.law.harvard.edu/hblr//wp-content/uploads/sites/87/2015/06/HBLR-5.2-Lee-Protecting-Public-Shareholders.pdf 3 https://www.nytimes.com/2019/05/28/technology/google-temp-workers.html 4 https://cwa-union.org/ghost-workers-ai-machine#cite16 5 Excluding Class B votes and using share counts from company proxy and 10-K implies that 98% of unaffiliated Class A votes supported the proposal. See Alphabet Inc., Form 8-K (June 12, 2025); DEF 14A (Apr. 25, 2025); Form 10-K (Feb. 4, 2025).

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