false0001652044 0001652044 2019-12-07 2019-12-07 0001652044 us-gaap:CommonClassCMember 2019-12-07 2019-12-07 0001652044 us-gaap:CommonClassAMember 2019-12-07 2019-12-07
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)
December 7, 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) (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)
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.

On December 7, 2019, the Board of Directors (the “Board”) of Alphabet Inc. (the “Company”) appointed Frances Arnold to serve as a member of the Board and the Nominating and Corporate Governance Committee of the Board, effective immediately. There are no arrangements or understandings between Ms. Arnold and any other persons pursuant to which Ms. Arnold was selected as a director of the Company. There are no relationships or related transactions between Ms. Arnold and the Company that would be required to be reported.

Ms. Arnold manages a research group at the California Institute of Technology and is the Linus Pauling Professor of Chemical Engineering, Bioengineering and Biochemistry at the California Institute of Technology and Director of the Donna and Benjamin M. Rosen Bioengineering Center. She joined the California Institute of Technology in 1986 and has served as a Visiting Associate, Assistant Professor, Professor, and Director. Ms. Arnold’s laboratory focuses on protein engineering by directed evolution, with applications in alternative energy, chemicals, and medicine. She is the recipient of numerous honors, including the Nobel Prize in Chemistry, the Millennium Technology Prize, induction into the National Inventors Hall of Fame, Fellow of the National Academy of Inventors, the ENI Prize in Renewable and Nonconventional Energy, the U.S. National Medal of Technology and Innovation, and the Charles Stark Draper Prize of the U.S. National Academy of Engineering. Ms. Arnold is an elected member of all three U.S. National Academies of Science, Medicine, and Engineering, as well as the American Academy of Arts and Sciences. Ms. Arnold serves as a director of Illumina, Inc., a provider of integrated systems for the analysis of genetic variation and biological function, since 2016, and serves as Chair of its Science and Technology Committee and as a member of the Nominating and Corporate Governance Committee; and as a director of Provivi, Inc., a privately-held agriculture pest management company. Ms. Arnold holds a Bachelor of Science degree in mechanical and aerospace engineering from Princeton University and a Doctoral degree in chemical engineering from the University of California, Berkeley.

In connection with her appointment to the Board, Ms. Arnold 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. Arnold 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. Arnold 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 2020 annual stockholder meeting will be prorated based upon the time between the effective date of Ms. Arnold’s appointment to the Board and the date of the 2020 annual stockholder meeting. The GSUs are subject to the terms and conditions of the Company’s Amended and Restated 2012 Stock Plan and its related grant agreements. The Company will also reimburse Ms. Arnold all reasonable expenses in connection with her services to the Company. A copy of the letter agreement between Ms. Arnold and the Company is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Ms. Arnold 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.

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



Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits









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: December 9, 2019
/s/ Kathryn W. Hall
 
 
 
Kathryn W. Hall
Assistant Secretary

































 

 




Exhibit 10.1


COPYOFFRANCESARNOLDAL_IMAGE1.GIF

December 2019
 

Dear Frances,
 
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 2020 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 average closing price of Alphabet’s Class C stock for the calendar month prior to the calendar month in which the date of grant occurs, rounded up to the nearest full GSU. 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 the 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 Nominating and Corporate Governance 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.

Frances, 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
7th day of December 2019
 

/s/ FRANCES ARNOLD______
FRANCES ARNOLD



2 of 2


Exhibit 99.1

Alphabet Appoints Frances Arnold to its Board of Directors

MOUNTAIN VIEW, Calif. (December 9, 2019) – Alphabet Inc. (NASDAQ: GOOG, GOOGL) today announced that it has appointed Frances Arnold to its Board of Directors. Ms. Arnold is the Linus Pauling Professor of Chemical Engineering, Bioengineering and Biochemistry and the Director of the Donna and Benjamin M. Rosen Bioengineering Center at the California Institute of Technology. A renowned innovator, she is also a celebrated leader in science having won the Nobel Prize in Chemistry in 2018.
Her appointment is effective immediately and she will serve on Alphabet’s Nominating and Corporate Governance Committee.
“I’m honored to join Alphabet’s Board,” said Ms. Arnold. “I’ve long admired Alphabet’s commitment to technology and research, and to improving the lives of people around the world, and I’m excited to be a part of that.”
John Hennessy, Chairman of the Alphabet Board of Directors, said, “Frances is an accomplished bioengineer, entrepreneur and scholar, who brings incredible knowledge and experience to our Board, and we’re delighted to have her join us.”
Ms. Arnold joined the California Institute of Technology in 1986 and has served as a Visiting Associate, Assistant Professor, Professor, and Director. Ms. Arnold’s laboratory focuses on protein engineering by directed evolution, with applications in alternative energy, chemicals, and medicine.
She is the recipient of numerous honors, including the Nobel Prize in Chemistry, the Millennium Technology Prize, induction into the National Inventors Hall of Fame, Fellow of the National Academy of Inventors, the ENI Prize in Renewable and Nonconventional Energy, the U.S. National Medal of Technology and Innovation, and the Charles Stark Draper Prize of the U.S. National Academy of Engineering. Ms. Arnold is an elected member of all three U.S. National Academies of Science, Medicine, and Engineering, as well as the American Academy of Arts and Sciences. Ms. Arnold serves as a director of Illumina, Inc., a provider of integrated systems for the analysis of genetic variation and biological function, since 2016, and serves as Chair of its Science and Technology Committee and as a member of the Nominating and Corporate Governance Committee; and as a director of Provivi, Inc., a privately-held agriculture pest management company.
Ms. Arnold holds a Bachelor of Science degree in mechanical and aerospace engineering from Princeton University and a Doctoral degree in chemical engineering from the University of California, Berkeley.


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, Maps, Ads, Gmail, Android, Chrome, Google Cloud and YouTube. In October 2015, Alphabet became the parent holding company of Google.
Contact
press@abc.xyz