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)

April 24, 2019

 

 

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))

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.

The information set forth below in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

 

Item 8.01.

Other Events.

On April 24, 2019, the Board of Directors (the “ Board ”) of Alphabet Inc. (the “ Company ”) appointed Robin L. Washington to serve as a member of the Board and the Leadership Development and Compensation Committee of the Board, effective April 25, 2019. There are no arrangements or understandings between Ms. Washington and any other persons pursuant to which Ms. Washington was selected as a director of the Company. There are no relationships or related transactions between Ms. Washington and the Company that would be required to be reported.

Ms. Washington has been the Executive Vice President and Chief Financial Officer of Gilead Sciences, Inc., a biopharmaceutical company, since February 2014. She joined Gilead as Senior Vice President and Chief Financial Officer in May 2008. From January 2006 to June 2007, Ms. Washington served as Chief Financial Officer of Hyperion Solutions Corporation, an enterprise software company. Prior to Hyperion, Ms. Washington served in a number of executive positions with PeopleSoft, Inc., a provider of enterprise application software. Ms. Washington has also been a member of the board of directors of Honeywell International, Inc., a diversified technology and manufacturing company, since April 2013; and salesforce.com, inc., a provider of cloud-based customer relationship management platform, since September 2013. Ms. Washington also serves as a member of the Board of Visitors, Graziadio School of Business and Management, Pepperdine University; the Presidents Council & Ross Business School Advisory Board, University of Michigan; and the UCSF Benioff Children’s Hospital Oakland Board of Directors. Ms. Washington holds a Bachelor of Arts degree in business administration from the University of Michigan, a Master of Business Administration degree from Pepperdine University, and is a certified public accountant.

In connection with her appointment to the Board, Ms. Washington will be granted an initial equity award of $1,000,000 in the form of the Company’s Restricted Stock Units (“ GSUs ”) on the first Wednesday of the month following her appointment to the Board, with each GSU entitling Ms. Washington to receive one share of the Company’s Class C capital stock as the GSU vests. The exact number of GSUs comprising the grant will be calculated by dividing $1,000,000 by the closing price of the Company’s Class C capital stock on the trading day prior to grant. These GSUs will vest at the rate of 25% on the 25th day of the month in which the grant’s first anniversary occurs, and an additional 1/48th will vest on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates. Following each of the Company’s annual stockholder meetings, Ms. Washington will also be eligible to receive the Company’s standard compensation arrangement for non-employee directors, which consists of an annual $350,000 GSU grant, vesting monthly over a period of four years, and an annual $75,000 cash retainer. The grant and payment following the 2019 annual stockholder meeting will be prorated based upon the time between the effective date of Ms. Washington’s appointment to the Board and the date of the 2019 annual stockholder meeting. The GSUs are subject to the terms and conditions of the Company’s 2012 Stock Plan and its related grant agreements. The Company will also reimburse Ms. Washington all reasonable expenses in connection with her services to the Company. A copy of the letter agreement between Ms. Washington and the Company is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Ms. Washington will execute the Company’s form of indemnification agreement, a copy of which has been filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 2, 2015.

In addition, on April 24, 2019, each of Eric E. Schmidt and Diane B. Greene agreed with the Board and its Nominating and Corporate Governance Committee that each of them will not stand for re-election to the Board at the expiration of their respective current terms, which will be at the 2019 annual meeting of stockholders. Such agreements did not result from any disagreement between the Company and each of Mr. Schmidt and Ms. Greene. Mr. Schmidt will continue to serve as a technical advisor to the Company with a salary of $1.

A copy of the press release announcing the above is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Important Information

SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT MATERIALS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY IN THEIR

ENTIRETY WHEN THEY BECOME AVAILABLE. SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND ITS DIRECTORS, OFFICERS AND AFFILIATES. INFORMATION REGARDING THE INTERESTS OF CERTAIN OF THE COMPANY’S DIRECTORS, OFFICERS AND AFFILIATES WILL BE AVAILABLE IN THE DEFINITIVE PROXY STATEMENT.

The Definitive Proxy Statement and any other relevant materials that will be filed with the SEC will be available free of charge at the SEC’s website at www.sec.gov . In addition, the Definitive Proxy Statement (when available) and other relevant documents will also be available, without charge, by directing a request by mail to Attn: Investor Relations, Alphabet Inc., 1600 Amphitheater Parkway, Mountain View, California, 94043 or by contacting investor-relations@abc.xyz . The Definitive Proxy Statement and other relevant documents will also be available on the Company’s Investor Relations website at https://abc.xyz/investor/other/annual-meeting/ .

Participants in the Solicitation

The Company and its directors and certain of its executive officers may be considered participants in the solicitation of proxies with respect to the proposals under the Definitive Proxy Statement under the rules of the SEC. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Definitive Proxy Statement and other relevant materials to be filed with the SEC when they become available.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.

  

Description

10.1    Letter Agreement, dated April 24, 2019, between Robin L. Washington and Alphabet Inc.
10.4    Form of Indemnification Agreement (incorporated by reference from Current Report on Form 8-K (File No. 001-37580) filed on October 2, 2015
99.1    Press release of Alphabet Inc. dated April 30, 2019

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: April 30, 2019     /s/ Kathryn W. Hall
   

 

    Kathryn W. Hall
Assistant Secretary

Exhibit 10.1

 

LOGO

April 2019

Dear Robin,

On behalf of Alphabet Inc. (“Alphabet”), I am pleased to offer you a position as a member of Alphabet’s Board of Directors (the “Board”), subject to and commencing upon the approval of your appointment by the Board.

As compensation for your services to Alphabet, you will be granted an initial equity award of $1,000,000 in the form of Alphabet Restricted Stock Units (“GSUs”) on the first Wednesday of the month following your initial appointment. The exact number of GSUs comprising this grant will be calculated by dividing $1,000,000 by the closing price of Alphabet’s Class C stock on the trading day immediately prior to the date of grant, rounded up to the nearest full GSU. These GSUs will first vest 25% on the 25th day of the month of your grant’s one year anniversary. Thereafter your GSUs will vest 1/48th monthly on the 25th of the month until fully vested.

Following each annual shareholder meeting, you will be eligible to receive annualized compensation of a $350,000 GSU grant and a $75,000 cash retainer for the prior year of service. Note that your 2019 awards will be prorated based upon the time between your appointment date and the annual shareholder meeting. Shares and cash payments will be made the first Wednesday of the month following each annual shareholder meeting. The exact number of GSUs comprising this grant will be calculated by dividing the GSU grant value by the closing price of Alphabet’s Class C stock on the trading day immediately prior to the date of grant. These GSUs will vest 1/48th monthly, beginning on the 25th day of the month following grant, until fully vested.

At the time of vest, the vested number of GSUs will convert to shares of Alphabet’s Class C stock. If the US financial markets are closed on a vesting date, shares will vest on the next trading day. The number of GSUs granted and the vesting schedule details will be provided in the grant materials that you should receive shortly after the grant.

Vesting in GSUs is contingent on continued service on the Board on the applicable vesting dates. These awards and all future equity awards are subject to the terms and conditions of applicable plan documents and award agreements. Pursuant to our Corporate Governance Guidelines, Alphabet Directors are required to hold fully vested shares of Alphabet stock equal in value to at least $1,000,000. New Directors have five years from the initial appointment to come into compliance with these ownership requirements. Please note that ongoing compensation for service on the Board may be changed at any time at the discretion of the Board.

You will also be reimbursed for all reasonable expenses incurred by you in connection with your services to Alphabet, including reimbursement for first-class air travel. All expense reimbursements are in accordance with established Alphabet policies.

 

1 of 2

We typically hold at least four one-day Board meetings per year. Board meetings are generally held on-site at Alphabet and we would hope that your schedule would permit you to attend all of the meetings in person (note that telephonic attendance is also possible). In addition, there may be telephonic calls to address special matters that arise from time to time. The Board has delegated certain duties to committees, on which you may be asked to participate. At this time, we request your participation on the Leadership Development and Compensation Committee.

Nothing in this offer or the GSU agreement should be construed to interfere with or otherwise restrict in any way the rights of Alphabet and Alphabet’s stockholders to remove any individual from the Board at any time in accordance with the provisions of applicable law.

This letter sets forth the terms of your service with Alphabet and supersedes any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement, signed by a representative of Alphabet and by you.

We hope that you find the above terms acceptable. You may indicate your agreement with these terms and accept this offer by signing and dating both the enclosed duplicate and original letter and returning them to Kathryn Hall, our Vice President, Legal, Head of Corporate.

Robin, I am looking forward to you joining Alphabet’s Board of Directors. I believe you will make a significant contribution to Alphabet.

Sincerely,

/s/ JOHN L. HENNESSY

Alphabet Inc.

John L. Hennessy, Chairman of the Board of Directors

Accepted and agreed to this

24th day of April 2019

/s/ ROBIN L. WASHINGTON                         

ROBIN L. WASHINGTON

 

2 of 2

Exhibit 99.1

Alphabet Appoints Robin L. Washington to its Board of Directors

MOUNTAIN VIEW, Calif. (April 30, 2019) – Alphabet Inc. (NASDAQ: GOOG, GOOGL) today announced it has appointed Robin L. Washington to its Board of Directors. Ms. Washington is a recognized business leader with extensive experience across finance and operations, and will serve on Alphabet’s Leadership Development and Compensation Committee. Her appointment became effective on April 25.

“I’m honored to join Alphabet’s Board, and I look forward to the opportunity to help guide the company’s important work,” said Robin Washington. “I’m excited to be part of a company that has such a tremendous opportunity to improve the lives of people around the world.”

John Hennessy, Chairman of the Board of Directors, Alphabet, said: “Robin’s incredible business and leadership experience will be hugely valuable to our Board and company in the years ahead. “

As Robin joins the Board, two long-standing Board members and executives will not be seeking re-election.

After over 18 years on the Board, Eric Schmidt is not seeking re-election at the expiration of his current term on June 19, 2019. He will continue as a technical advisor to Alphabet. Eric has served as a member of the Board since March 2001. He was Google’s Chief Executive Officer from July 2001 to April 2011, and its Executive Chairman from April 2011 until January 2018.

“Eric has made an extraordinary contribution to Google and Alphabet as CEO, Chairman, and Board member. We are extremely grateful for his guidance and leadership over many years,” Hennessy said.

Diane Greene, who has served as a member of the Board since January 2012, is not seeking re-election to the Board at the expiration of her current term on June 19, 2019. Diane also served as CEO of Google Cloud from December 2015 to January 2019.

“I want to thank Diane for her years of tremendous service to our Board and company, in particular for her work in leading Google’s rapidly growing cloud business,” Hennessy said.

About Robin L. Washington

Robin has been the Executive Vice President and Chief Financial Officer of Gilead Sciences, Inc., a biopharmaceutical company, since February 2014. She joined Gilead as Senior Vice President and Chief Financial Officer in May 2008. From January 2006 to June 2007, Robin served as Chief Financial Officer of Hyperion Solutions, an enterprise software company. Prior to Hyperion, Robin served in a number of executive positions with PeopleSoft, Inc., a provider of enterprise application software. Robin currently serves as a director of Honeywell International, Inc., a diversified technology and manufacturing company, since April 2013 and Salesforce.com, a global leader in customer relationship management

(“CRM”) technology, since September 2013 where she currently chairs the audit committee. Robin also serves on the Board of Visitors, Graziadio School of Business and Management, Pepperdine University, the Presidents Council & Ross Business School Advisory Board, University of Michigan and the UCSF Benioff Children’s Hospital Oakland Board of Directors. Robin is a certified public accountant and received a B.A. in Business Administration from the University of Michigan and an M.B.A. from Pepperdine University.

About Alphabet Inc.

Larry Page and Sergey Brin founded Google in September 1998. Since then, the company has grown to more than 100,000 employees worldwide, with a wide range of popular products and platforms like Search, Ads, Maps, Gmail, Chrome, YouTube, and Android. In October 2015, Alphabet became the parent holding company of Google. You can read more about Alphabet’s mission here .

Contact

press@abc.xyz