Alphabet (GOOG) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 5, 2026, with shareholders able to vote online, by phone, or by mail.

• Key business highlights include significant AI advancements, notably the Gemini 3 model and new agentic capabilities, and strong financial performance with robust shareholder returns over the past five years.

• The Board emphasizes responsible AI development, long-term investment discipline, and enhanced risk oversight, including the creation of a new Risk & Compliance Committee in October 2025.

Voting matters and shareholder proposals

• Shareholders will vote on the election of ten directors, ratification of Ernst & Young LLP as auditor, an amendment to increase the share reserve of the 2021 Stock Plan by 200 million Class C shares, and an advisory say-on-pay vote.

• Fourteen shareholder proposals are on the ballot, covering climate disclosure, water usage, equal voting rights, viewpoint diversity, content moderation, immigration policy, data privacy, AI oversight, misinformation, and data usage. The Board recommends voting against all shareholder proposals, citing existing disclosures, governance, and risk management frameworks.

Board of directors and corporate governance

• The Board consists of ten nominees, 70% of whom are independent, with diverse backgrounds in technology, global business, finance, and nonprofit leadership.

• Board leadership is separated from the CEO role, and all key committees are fully independent.

• The Board conducts annual evaluations, maintains director commitment and share ownership policies, and proactively engages with shareholders.

• The Risk & Compliance Committee was established to address evolving regulatory and operational risks.