2022 Annual Meeting of Stockholders

2022 Annual Meeting of Stockholders

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Alphabet Annual Meeting of Stockholders Final Transcript   June 1, 2022. >> Kathryn Hall: Welcome to   Alphabet's 2022 annual meeting of stockholders.  Today's remarks, presentations, and answers to   questions may contain forward-looking statements  about our business outlook and other matters.   Actual results or outcomes may differ from these  forward-looking statements due to a number of   risks and uncertainties, which are discussed today  or detailed in our filings with the Securities and   Exchange Commission, including our Forms 10-K  and 10-Q. We do not undertake any duty to update   forward-looking statements. [ Video ]  

>>John Hennessy: Hello, everyone.  Thank you for joining Alphabet's 2022   Annual Stockholders Meeting. I'm John Hennessy,  Chair of the Board of Directors of Alphabet, and   I’ll be presiding over today’s meeting. Joining us at this meeting are many members   of Alphabet’s Board of Directors. We also have members of the management   team participating, including Ruth Porat,  Chief Financial Officer; and Kent Walker,   President of Global Affairs. Today I’ll open with a few words,  

and then turn it over to Sundar, who will  talk about how our investments in knowledge   and computing are driving our mission forward. After that, we’ll hear from Jen Fitzpatrick,   who leads Google’s Core Systems and  Experiences. She’ll share with us   our latest advancements in security and  privacy to keep more people safe online.   Then Kathryn Hall, our vice president of Corporate  Legal and Assistant Corporate Secretary, will go   through the formal business of the meeting. Finally, we’ll have a Q&A session where we   will answer a number of stockholder questions  that have been submitted online. You can see   all the rules and procedures for this meeting  posted on the virtual annual meeting platform.  

I have the privilege of serving as the Chair of  the Board, and have been a member of the Alphabet   Board for the past 18 years. In the past two  years, we’ve convened this annual meeting against   the backdrop of a global pandemic and a world that  often seems like it’s changing faster than usual.   During this period, our Board has worked  closely with Sundar and the management   team to execute on the company’s mission to  organize the world’s information and make it   universally accessible and useful. This  mission has never been more important.  

Throughout Alphabet, I’m proud of how our  teams have shown resilience and weathered   the volatility of recent years, supporting  each other while providing services that have   helped people around the world. The Board has  spent a lot of time focused on our workforce.   This past year, the Board’s  Leadership Development, Inclusion,   and Compensation Committee expanded its purview  to oversee issues of human capital management,   diversity and inclusion, workplace environment  and safety, and corporate culture.   Sustainability is another area in which our Board  has engaged deeply. There is incredible momentum  

behind the company’s bold commitments  and work focused on climate and energy,   particularly Google’s carbon-free moonshot. As someone who has worked in the field of computer   science and academia for 50 years, I’m continually  impressed by the scientific and technical   advances that Alphabet continues to make. This was reflected a few weeks ago at our annual   developer event, Google I/O, where Sundar talked  about advancing the company’s enduring mission.   This is only possible because of the  company’s many significant advancements in AI,   fueled by investments in R&D, which drive  innovation across all of our products.   Google remains among the top investors in R&D  in the world; and that investment supports the   company’s position as a leader in areas such  as search, video, cloud computing and more.   In fields like artificial intelligence, quantum  computing, self-driving cars and biotechnology,   Alphabet is making breakthroughs  that advance science,   provide benefits to society, and contribute to  the sustained long-term growth of our business.  

As we help guide and oversee the company’s  progress in these areas, our Board is truly   privileged to draw on seasoned leaders and  visionary technologists, including Google’s   founders, who together bring broad knowledge,  deep experience and specific expertise.   As we continue to review and provide  oversight of all these important matters,   our Board and our company benefit tremendously  from the input and feedback from employees,   stockholders, and stakeholders. We appreciate and  value this dialogue and the insight it brings.   Finally, on behalf of the Board, I would  like to thank Alan Mulally for his dedicated   service. Alan is not seeking reelection to our  Board at this annual meeting, but we thank him  

for all the insights and contributions  he has brought since joining in 2014.   Along with my fellow directors, I’m  incredibly optimistic about Alphabet’s future   and am grateful for the trust you  have placed in us. We will continue   to build a company that makes us all proud.   With that, I'll turn it over to Sundar. >>Sundar Pichai: Thanks, John.  

Hi, everyone. Thanks for joining us today.   It’s been another extraordinary year  since our last stockholder meeting,   both at Google and for  communities around the world.   At Google, we are proud of how we  help people when they need it most.   Vaccine locations have been viewed 2 billion  times on Search and Maps in the last year.  

We’ve also been working to help  communities impacted by the war in Ukraine   and the resulting humanitarian crisis,  be it providing support for refugees,   fighting misinformation, or  defending against cyberattacks.   So I was very proud that Google was the  first company to be awarded the country’s   Peace Prize last week from President Zelensky. We have committed to work with the Ukrainian   government to continue providing support. This  is all part of what it means to deliver on our   mission of organizing the world’s information and  making it universally accessible and useful.  

At our I/O developers conference last month, I  talked about two key ways we move that mission   forward: knowledge and computing. By deepening our  understanding of information, we can turn it into   knowledge for people to use in their everyday  lives. And by advancing the state of computing,   we can make that knowledge easier to access for  people everywhere, no matter who they are.  

Advances in both knowledge and computing are only  possible because of our deep investments in AI.   Across our products, we’re seeing how AI is  helping us understand the world in deeper ways.   In Search, we made one of our most significant  updates in several years with Multisearch,   which lets you search with images  and text at the same time.   Now, we’re adding a way to find local information.   For example, if you see a pair of shoes you like,  you can find out if any local stores carry them.  

And another advancement called Scene Exploration will use Multisearch   to pan your camera so you can get insights  about multiple objects in a wider scene.   AI is also helping improve translation. With a  new monolingual approach to real-time translation,   we’ve added 24 new languages to Google  Translate, spoken by 300 million people.   We also see a powerful role for AI in  making technology more representative   of the people who use it. Initiatives like Real Tone and the Monk Scale are improving   skin tone representation and image  equity across Google products.  

And we are excited by the  opportunity to provide richer ways   of accessing knowledge in the real world. For example, a new Immersive View in Maps   uses 3D mapping and machine learning to create  a high-fidelity representation of a place.   You’ll be able to use it to see what it’s like  to be at the London Eye, how the weather is,   and how busy it is, and view restaurants nearby. Every day people turn to Google’s products   to find information, learn new skills, and  contribute to the world’s collective knowledge.  

It’s been particularly exciting to see how  people are using YouTube Shorts for all of   these things. Shorts recently surpassed 30  billion views per day. As we work to turn   information into knowledge, we want to make that  knowledge more accessible through computing.   A big part of the journey is making computing  more natural and intuitive -- again,   building on the breakthroughs our  research teams are making in AI.   This starts with the Google products people  use every day. The Google Assistant, which  

turned five last October, is now able to better  understand the way we speak naturally, with pauses   and interruptions. This makes interactions  feel much closer to a natural conversation.   This year we also introduced LaMDA 2, the next  step in our natural language model for dialogue   applications that can converse on any topic.  To make sure we are developing it responsibly,   we’ve created the AI Test Kitchen — a way to share  and test our AI efforts with the tech community,   starting with LaMDA 2. We also introduced our breakthrough model   PaLM earlier this year. PaLM could transform the  way we use natural language processing to solve   complex problems — and help people get knowledge  in languages that aren't well-represented online.   All this gets us closer to the goal  of being able to answer questions on   more topics in any language you speak,  in Search and across all of Google.  

We’re also focused on putting the power of  computing in your hands, bringing together   hardware, software and AI in  a range of helpful devices.   Tensor, our custom system on a chip, brings  our AI capabilities right to your phone,   including tools like the best speech  recognition we’ve deployed so far.   Pixel 6 is a huge step forward  for the Pixel portfolio,   and it’s been great to see the response.  It’s the fastest-selling Pixel ever.   The Pixel 6a is coming next month, with the same  Tensor chip as the Pixel 6 and Pixel 6 Pro.  

And I’m really excited about our line-up in the  coming months, including Pixel 7 and Pixel 7 Pro,   a Pixel Watch with Fitbit, and then  a Pixel tablet available next year.   We see devices working seamlessly together,  exactly when and where you need them,   with conversational interfaces that  make it easier to get things done.   Looking ahead, there’s a new frontier of computing  with augmented reality. We’ve invested heavily in   this area, building it into many products,  from Google Lens to Live View in Maps.   AR has the potential to help people spend time  focusing on what matters in the real world,   in our real lives, because the  real world is pretty amazing.   It’s important that we design in a way  that is built for the world you live in   and doesn't take you away from it. At I/O, we shared a prototype that shows the  

power of translation and transcription when you  put them directly into people’s line of sight.   We believe that computing must  be safe and secure, for everyone.   As one example, we’ve expanded  our support for Project Shield   to protect the websites of more than 200 Ukrainian  government agencies, news outlets and more.  

We also believe that computing is only as powerful  as it is accessible to people and organizations.   Android continues to increase access to  computing through smartphones — like the   JioPhone Next released last year  to help more Indians get online.   And through Google Cloud, we bring the  benefits of our computing infrastructure   and AI/ML tools to organizations of all sizes. Workspace continues to have strong momentum as   companies settle into their  new hybrid work routines.   I’m really excited about the announcements  we made at I/O including how we are bringing   summarization to Workspace in Docs and,  later, automated transcription to Meet.  

Beyond individual product improvements,  we know that we can offer more in the   way of compute power. That’s why  we’ve opened the world’s largest,   publicly available machine learning hub at our  data center in Mayes County, Oklahoma. This   will give Google Cloud customers the ability to  unlock innovation across many different fields.   Importantly, the Mayes County hub — and the  entire Oklahoma data center — is operating at   or near 90% carbon-free energy, along with  four other data centers around the world.  

In April, four clean energy projects  came online in Europe and South America.   That includes two wind projects, solar  energy, and a battery-based power system,   the world’s first at a hyperscale data center. All of these projects will help us achieve our   24/7 carbon-free energy goal, the anchor  for our third decade of climate action.   We made big commitments in the  past year to cut food waste in half   and send zero food waste to the landfill. And beyond our operations,   we continue to give people ways to make more  sustainable choices through our products.   Our ecofriendly routing option on Maps has  already helped save drivers an estimated   half a million metric tons of carbon emissions.  We'll be expanding to Europe later this year.  

On Google Flights, we’ve added ways  to search flights by carbon emissions,   and our Nest thermostat is enabling people to  support clean energy right from their homes.   We're working to help our partners and  customers take climate action as well.   Through Google Cloud, we've partnered  with businesses around the world   on their ambitious sustainability goals. We’re also helping major companies measure   and reduce their impact on the environment  with Cloud's Carbon Footprint tool,   which we build with customers like Etsy. We remain committed to strengthening our focus  

on sustainability, so advances in knowledge and  computing are not at the expense of the planet.   Let me also touch on some of our Other Bets.  Waymo employees can now take rider-only trips in   San Francisco and will soon be able to in downtown  Phoenix. This means Waymo is now providing fully   autonomous trips in multiple locations, including  its public service in Phoenix's East Valley.  

In April, Wing launched its on-demand drone  deliveries in the Dallas-Fort Worth area.   In the first quarter of 2022, Wing  completed over 50,000 commercial deliveries,   up more than 3X year-over-year.   As always, we continue to take a long-term  view, and see a lot of exciting opportunities   ahead to build technology that is truly  helpful to people in their real lives.  

That’s what our focus on advancing  knowledge and computing is all about,   and I’m grateful to our employees and  stockholders who make it possible. Thank you.   Now I’ll pass it to Jen for an update  on our work on security and privacy.   >>Jen Fitzpatrick: Thanks, Sundar. Every day people turn to our products   for help in moments big and small. Core to  making this possible is protecting users’   private information every step of the way. Even as technology grows increasingly complex,   we keep more people safe online  than anyone else in the world,   with products that are Secure by Default,  Private by Design, and Put users in Control.  

Today I’m proud to share with you our advancements  that make every day Safer with Google.   Widespread cyberattacks like, Colonial  Pipeline and the recent Log4j vulnerability,   threaten to put people’s private information  at risk, disrupt critical services like   energy grids and telecommunications  networks and weaken global democracies.   To prevent future attacks, we’re raising the bar  for the entire industry by pioneering advanced   cybersecurity technology, alerting others  to security risks within their own systems,   and open sourcing solutions that  make the whole internet safer.   Specialized teams like our Threat Analysis Group  and Project Zero counter serious threat actors and   detect vulnerabilities across the Internet. Last year our Threat Analysis Group detected   that over 40,000 users were being  targeted by government-backed actors.   We automatically alerted every user,  increased protections and blocked attacks.  

Most recently, with the war in Ukraine, we  observed a surge of distributed denial of   service attacks against websites  providing critical information,   like current news and evacuation resources.  We expanded our free DDoS defense program,   Project Shield, to defend more  than 180 Ukrainian websites,   including those that belong to the Ukrainian  government, news, and human rights groups.   And because much of the world’s technology  infrastructure is dangerously outdated, we’re   investing $10 billion over the next five years to  modernize vulnerable systems and infrastructures,   secure the software supply chain, and  train 100,000 Americans in digital skills   including data privacy and cybersecurity,  through the Google Career Certificate program.  

In addition to keeping companies and  organizations safe around the world,   we build advanced security into everything  we make to protect individual users.   In the last few years, phishing  scams have risen substantially,   and they’re responsible for  90% of recent cyberattacks.   Our built-in protections intercept these attempts  before they ever reach users. For example,   every day Gmail and Messages by Google block  more than 15 billion spam and phishing messages.   Google Play now scans 125 billion  installed apps for malware,   making the entire app ecosystem safer. And our Safe Browsing technology  

built into Chrome and other major browsers now  protects 5 billion devices from risky sites.   Detecting and blocking threats at this  scale every day makes our AI-powered   protections second to none and also enables  our teams to identify new areas to safeguard.   Cybersecurity experts say the single  most-important way to protect users’ accounts,   and help prevent cyberattacks, is  to use multifactor authentication.   That’s why we’ve made our two-step  verification as easy as it gets.  

Whether you’re on Android or iOS, just one tap on  your phone, and you’re in. No six-digit codes.   Over 10 years ago, we were the first consumer  technology company to offer two-step verification,   and we’re now the first to turn it on by default.   To extend the world-class security of your  Google Account to all your online accounts,   we built Sign in with Google. At Google I/O, we announced how  

we’re building on this authentication system,  including an industry-wide effort to enable   passwordless sign-in across every device,  website, and application on any platform;   the launch of Virtual Cards on Chrome and Android.  Now, when users use autofill to complete payment   details at checkout, we’ll replace their  card number with a distinct, virtual number,   reducing the risk of fraud and identity theft.   And adding a safety status on profile pictures  so if anything needs attention, we’ll let the   user know and then guide them through simple  steps to ensure their account is secure.   We’re relentless about protecting  users’ personal information   with the most advanced security in the world --  because if it’s not secure, it’s not private.  

But protecting user privacy requires us to be  equally rigorous in building products that are   private by design, and I’m excited to tell you  about our latest advancements in this area.   Today computing is no longer happening just on  a computer, or on a phone but across your home,   in your car, on your wrist and in the cloud. Unlocking personalized, helpful experiences   while protecting user privacy in  this increasingly complex environment   presents new technical challenges.   Building on deep research and advances  in AI, hardware, and cloud computing,   we’ve engineered a new technical  approach we call Protected Computing.   At its core, Protected Computing is a growing  toolkit of technologies that transforms how,   when, and where data is processed to technically  ensure the privacy and safety of your data.  

Our approach focuses on three areas.  First, we minimize the data footprint.   Our focus here is on shrinking the amount  of personally identifiable data altogether,   collecting less and deleting more. If the  data doesn't exist, it can’t be hacked.   Second, we de-identify the data. We use a range  of anonymization techniques to strip identity from   data, so it is no longer linked to individuals. And third, we restrict access. This is about   making it technically impossible for anyone,  including Google, to access sensitive data.  

This toolkit of diverse techniques enables us to  deploy the safest, smartest solution possible,   often stacking multiple techniques  to provide layered protections.   Protected Computing represents our deep commitment  to innovating new technical solutions that make   technology more helpful, safe and private  everywhere that computing happens. No one   else is deploying such a multi-faceted approach at  our scale, and I’m excited to see all the ways our   teams will apply Protected Computing to ensure  that every day users are Safer with Google.   I’ll now turn it over to Kathryn Hall. >>Kathryn Hall: Thank you, Jen.   Hello, everyone. I’m Kathryn Hall, Alphabet’s  Assistant Secretary, and I’ll be conducting  

the formal business of the meeting. At this time, I call the meeting to order.   Joining us today are Leah Grant, a  representative of Broadridge Financial Services,   who will act as our Inspector  of Election, and Matthew Sapp   and Mike Runfola, representatives of Ernst  & Young, LLP, our independent accountants.   The polls are open and will close after the  presentation of our formal business matters.   As John noted earlier, we’ll provide  for a question-and-answer period   after we have finished the  formal business of the meeting.   If you would like to ask a question during the  meeting, please enter your question in the “Ask   a Question” box on the virtual meeting website.  To allow us to answer questions from as many   stockholders as possible, please keep questions  succinct and limited to one topic per question.  

Stockholder questions or remarks must be  relevant to the meeting. Thanks in advance   for your cooperation with all of the Rules of  Procedure posted on the virtual meeting website.   I’ve received an Affidavit of Mailing  from Broadridge that states that the   notice of this meeting was duly given.  All stockholders of Class A and/or Class B   common stock as of the close of business on April  5, 2022, are entitled to vote at this meeting.   In addition, I’ve been advised by the Inspector of  Election that holders of our outstanding Class A   and Class B common stock, representing at least  a majority of the voting power of our outstanding   Class A and Class B common stock entitled  to vote, are represented at today’s meeting.  

Therefore, a quorum is present,  the meeting is duly constituted,   and the business of the meeting may proceed. The first item of business is the election of   directors. Ten directors will  be elected at today’s meeting.   The directors elected today will hold office  until the 2023 Annual Meeting of Stockholders.   The Board of Directors has nominated the following  individuals: Larry Page, Sergey Brin, Sundar   Pichai, John L. Hennessy, Frances H. Arnold, L.  John Doerr, Roger W. Ferguson Jr., Ann Mather,   K. Ram Shriram, and Robin L. Washington. Our bylaws require that stockholders provide   advanced notice of their intent  to nominate persons as directors.  

No such notice was received. Accordingly, I  declare the nominations for director closed.   The next matter being submitted to our   stockholders is the ratification of  the appointment of Ernst & Young,   LLP, as our independent registered public  accounting firm for the 2022 fiscal year.   Our Board of Directors has recommended that our  stockholders ratify the appointment of Ernst &   Young, LLP, as Alphabet’s independent registered  public accounting firm for the 2022 fiscal year.   The next matter being submitted to our  stockholders is approval of an amendment   of Alphabet’s 2021 Stock Plan  to increase the share reserve   by 4,000,000 shares of Class C capital stock. Our Board of Directors has recommended that our   stockholders approve an amendment to Alphabet’s  2021 Stock Plan to increase the share reserve   by 4,000,000 shares of Class C capital stock,  as described in detail in our Proxy Statement.   The next matter being submitted to  our stockholders is approval of an   amendment to Alphabet’s Amended and Restated  Certificate of Incorporation to increase the   number of authorized shares in connection  with the previously announced 20-for-one   stock split and for general corporate purposes. Our Board of Directors has recommended that our  

stockholders approve an amendment to Alphabet’s  Amended and Restated Certificate of Incorporation   to increase the number of authorized shares,  as described in detail in our Proxy Statement.   The next 17 items being submitted  are stockholder proposals   that were included in our Proxy Statement. The first stockholder proposal is brought by   Boston Common Asset Management, LLC, on behalf  of the Boston Common ESG Impact US Equity Fund.   The proponent has submitted a pre-recorded  presentation in support of the proposal.   I recognize Lauren Compere for  a period of three minutes.   >> Lauren Compere: Boston Common Asset Management  seeks your support for Proposal 5 on the company's   2022 proxy statement as the lead filer. I'm Lauren Compere, Head of Stewardship and  

Engagement at Boston Common Asset Management.  The proposal asks Alphabet to prepare an annual   report on its lobbying expenditures, and more  details can be found in the published proxy.   Alphabet spent over $99 million on  federal lobbying from 2015 to 2022   according to the Open Secrets Database.  This does not include state lobbying   where Alphabet also lobbies but  disclosure is uneven or absent.  

For example, Alphabet spent close to $2 million  lobbying in California from 2015 to 2020.   Alphabet also lobbies abroad and was the  top lobbying spender in Europe for 2020   spending over 5.7 million euros. Alphabet's current disclosure on lobbying   is inadequate given evolving expectations  by investors and other stakeholders.   Specifically, Alphabet fails to provide an  annual report breaking out its lobbying payments   by federal, individual states, trade associations,  and social welfare groups. Alphabet lists support   of 378 specific trade associations,  social welfare groups, and nonprofits   for 2020, yet fails to disclose its payments  or the amounts used for lobbying purposes.   Alphabet's lack of disclosure presents  reputational risks when its lobbying contradicts   company public positions. For  example, Alphabet believes in  

addressing climate change, but the chamber  and CEI undermine the Paris Climate Accord.   Alphabet has also signed  statements opposing state voter   restrictions, yet the chamber lobbied  against the For The People Act.   Indirect lobbying through trade associations and  social welfare groups presents potential risk   and lacks accountability. Investors are asking for  lobbying transparency to better understand risks,   and Alphabet could easily provide shareholders the  lobbying disclosures requested in this proposal.   Therefore, we ask Alphabet to expand its lobbying  disclosure as outlined and for shareholders to   vote in favor of Proposal 5. Thank you. >>Kathryn Hall: Thank you for   presenting this proposal We publish extensive disclosures   on our U.S. Public Policy Transparency  website, which describes our public policy  

and lobbying activities, trade association  participation, and other key elements of   our approach to engaging with policymakers. Our Nominating and Corporate Governance Committee   and senior management regularly review our  corporate political activities to ensure   appropriate policies and practices are in place. When we participate in trade associations,   we do so to advance the interests of our company  and our stockholders. We respect the independence  

and agency of trade associations to shape their  own policy agendas and positions, and we’ve made   it clear that our participation does not represent  an endorsement of an organization’s entire agenda   or the views of its leaders or other members. Given the depth and breadth of our existing   disclosures and frequency of our updates about  our public policy and lobbying activities,   our board believes that the report requested  by this proposal would not provide meaningful   additional information to our stockholders, and,  as such, recommends a vote against this proposal.   The next stockholder proposal is being brought by  Zevin Asset Management, LLC, on behalf of Sisters   of Saint Dominic of Grand Rapids, as lead  filer, and Benedictine Sisters of Virginia,   Benedictine Sisters of Mount St. Scholastica,   Missionary Oblates of Mary Immaculate - U.S.  Province, along with a number of other co-filers.   The proponents have submitted a pre-recorded  presentation in support of this proposal.   I recognize Marcela Pinilla for a period  of three minutes to present this proposal.  

>>Marcela Pinilla: Greetings Alphabet Board,  Alphabet management, and fellow shareholders. My   name is Marcela Pinilla, and I'm the Director of  Sustainable Investing at Zevin Asset Management.   On behalf of our clients, we actively integrate  ESG-related risks and impacts into our portfolio   management. Our proposal asks Alphabet to  prepare an annual report evaluating the alignment   of its lobbying through third parties and the  goals of the Paris Climate Change Agreement.   Let me start with this: Google is one of the  pioneers in setting ambitious climate goals.   In its announcement of its commitment to run  on carbon-free energy by 2030, the company   communicated its understanding of the importance  of congruence with policy mechanisms outside of   their organizations by stating it would work with  partners to advocate for smart public policy.  

In other words, the company believes  that to achieve its climate goals,   supportive public policy is essential. However,  information is limited on the topic of how the   company engages with trade associations, social  welfare organizations, and other nonprofits that   conduct public policy advocacy on their behalf. In a step to further advocate for coordinated   climate policy, we're asking Alphabet for a  review of potential conflicts of interest with   Google's own public policy engagement protocols  to help ensure executive accountability internally   and external accountability to investors  and stakeholders. Although Alphabet's  

sustainability and public policy reporting  is best in class, the evolving landscape   continues to elevate expectations of corporate  disclosure, especially on an issue as critical   as advancing coordinated and cohesive action  on climate change policy locally and globally.   Clearly, Alphabet recognizes how critical public  policy is not only to the world's prospects for   reaching the goals of the Paris Agreement but the  company's own prospects of achieving its goals.   Thus, it is imperative that all of  the company's public policy advocacy,   direct lobbying, public statements, reports, and  funding of organizations engaged in public policy   be pointing in the same direction. Corporate best practice on lobbying disclosure   is evolving both on spending transparency  and consistency of public policy positions.  

Already major corporations in the U.S. and Europe  are issuing climate policy alignment reports.   Without regular assessment of direct  and indirect policy activities,   the company may be exposing itself to serious  risk. It is not the job of shareholders to   conduct this policy alignment analysis, but  the role of management to assess how payments   to third-party policy organizations advance or  hinder its strategy to address climate change.   Thank you very much. >>Kathryn Hall: Thank   you for presenting this proposal. We have long supported robust international action  

and policies on climate change and have set our  own ambitious climate goals. As you’ll recall,   we were the first to announce an ambitious goal  that will be transformative for the industry. We   aim to operate 24/7 carbon-free energy by 2030. Our U.S. Public Policy Transparency website   provides extensive and regularly updated  disclosures on our political engagement and   lobbying activities, including on instances where  we have engaged in lobbying activity specifically   on climate-related issues. Through our participation in   various trade associations, we have the  platform to encourage them to support   sensible climate policies that can create a  prosperous and competitive net-zero economy.   Again, our participation does not represent an  endorsement of an organization’s entire agenda   or the views of its leaders or other members. Our Board believes that our existing disclosures,  

in combination with our climate change  strategy and transparent reporting on   our climate-related activities, makes the  additional reporting requested by this proposal   unnecessary and duplicative, and, as such,  recommends a vote against this proposal.   The next stockholder proposal is being  brought by Pax World Funds, as lead filer,   and The Comptroller of the State of New York,  Thomas P. DiNapoli, on behalf of the New York   State Common Retirement Fund, as co-filer.  The proponents have submitted a pre-recorded   presentation in support of this proposal. I recognize Julie Gorte for a period of   three minutes to present this proposal. >>Julie Gorte: On behalf of Impax Asset Management  

and the New York State Common Retirement Fund, we  urge Alphabet shareholders to vote for Proposal 7   on the proxy, the proposal regarding resilience  to physical risk posed by climate change.   The proposal urges Alphabet to publish a  regular periodic assessment of resilience   to the physical risks of climate change  including the description in the short, medium,   and long-term measures that the company is taking  to mitigate physical risks including threats to   its headquarters and other key assets from sea  level rise flooding and other climate hazards.   The physical effects of climate change pose  long-term and short-term risks to the financial   performance of the company. Shareholders need  to know whether Alphabet is taking reasonable  

measures to build resilience to physical risks  of climate change and how such measures help   Alphabet manage physical risks. Alphabet faces growing physical risks.   In recent years, the company has expanded its  headquarters and other facilities by acquiring   properties in the San Francisco Bay Area. These  are vulnerable to flooding due to sea level rise.   San Francisco Bay has already risen almost  8 inches in the past century. And by 2050,   the water level is expected to rise  another 0.9 to 1.9 feet depending on   how much more greenhouse gas is emitted. In addition, Alphabet's data centers which  

are located across the globe as the company's key  assets may face various physical risks depending   on the location. The company's existing  disclosures provide little information to   investors to assess the company's exposure to  physical risks and preparedness to respond.   In 2021, the company reported to CDP that it  assessed short, medium, and long-term physical   risks including sea level rise, precipitation  and flooding, drought, heat, wildfire,   and water stress. It found flooding and extreme  heat to be the largest risks to the company.   Increasing heat is likely to cause increasing  cooling costs at Alphabet's data centers. However,  

Alphabet has not disclosed any steps being  taken to manage or adapt to flooding or provided   precise location information about  the heat-sensitive data centers.   Without these disclosures, investors cannot  make their own estimates of physical risk such   as damage from climate-related events or any  acute or chronic climate physical risks.   Finally, in the company statement of opposition to  our proposal, Alphabet mentions that the company   reports its emissions and has set emissions  reduction goals. These are commendable moves  

by the company but are unrelated to physical  risks and still shareholders need to understand   Alphabet's exposure to and management of  physical risks. Better disclosures on resilience   to physical risks proposed by climate change are  needed for Alphabet shareholders. We urge Alphabet   stockholders to vote for Proposal 7 on the proxy. >>Kathryn Hall:   Thank you for presenting this proposal. Climate change is one of the most   significant global challenges of our time.  We firmly believe that every business has   the opportunity and obligation to protect  our planet, and we have formally expressed   our support for the Task Force on Climate  Related Financial Disclosures, or TCFD.  

As disclosed in our publicly available CDP, also  known as Carbon Disclosure Project Reporting,   we have conducted climate risk assessments for  our physical assets and considered both short   and long-term physical risks, including sea level  rise, flooding, drought, wildfires, temperature   and water stress on our real estate operations,  priority office sites and data centers.   Our Chief Sustainability Officer collaborates   with our risk management and operations  teams to identify risks and opportunities   and find areas where we can mitigate or  adapt to the impacts of climate change.   Our current disclosures, including our CDP  reporting and our annual Environmental Reports,   provide meaningful insight into how we identify,  assess, and mitigate climate-related risks,   including physical risks. As a result, our Board does not   believe that the additional reporting requested  in this proposal would provide substantial   additional information to our stockholders, and,  as such, recommends a vote against this proposal.   The next stockholder proposal  is being brought by As You Sow,   on behalf of James McRitchie, as lead  filer, along with other co-filers. The  

proponents have submitted a pre-recorded  presentation in support of this proposal.   I recognize Elizabeth Levy for  a period of three minutes.   >>Elizabeth Levy: Good morning. My name is  Elizabeth Levy. Thank you for the opportunity  

to present Proposal Number 8 on behalf of  shareholder representative As You Sow.   This proposal asks our company to disclose  quantitative water metrics by location and,   for each location, the practices implemented  to reduce climate-related water risk.   Alphabet relies heavily on its data centers  which use enormous amounts of water. Many of   Google's data centers operate in drought-prone  areas where our company's significant water use   generates public and ongoing controversy. NOAA, the National Oceanic and Atmospheric  

Administration, has linked climate  change to unprecedented periods of   drought that are predicted to worsen. Our company's reliance on water resources   and a warming climate is becoming increasingly  contentious and fraught with risk. Parts of the   U.S. are already suffering from the worst water  shortages on record. Data centers are likely to  

face increasing competition from high-value  uses such as drinking water, irrigation,   and hydropower generation, among others. Each location Alphabet operates in is unique in   its water use concerns. Every region has different  levels of water strain and scarcity influenced by   factors including region-specific drought and  rainfall levels, ground water use or overuse,   and the competing water needs of other companies,  industries, and the general population.   Without site-by-site analysis of water  risk and site-specific use information,   investors cannot accurately assess material  risk. This includes the likelihood of operations   disruptions due to climate-related water  depletion, overconsumption, or competition.   Alphabet also faces reputational risk by hiding  its consumption data from local communities.  

Google considers its site-specific water use  even in water-stressed areas a trade secret,   a position that has caused significant  public outrage and keeps investors in the   dark concerning growing risk. Disclosing water  use information will increase public goodwill   and will provide investors with data  necessary to assess water-related risk.   While we applaud Google for certain commitments  it has made towards water replenishment,   water stewardship, and circular water use related  to specific facilities, shareholders have no   meaningful way to put these actions into context  without annual water use disclosure by location   and meaningful assessments of future water  risk and scarcity planning by location.   Generalized company-wide water use data does  not address the issue of location-based risk.   We believe Alphabet could become a leader in  sustainable water use. The next step is providing  

thorough, site-specific water use disclosure. We  look forward to working with Alphabet to improve   its water reporting. Thank you. >>Kathryn Hall: Thank you   for presenting this proposal. Water stewardship is among our key sustainability   commitments, and this is reflected in our  water-related goals and stewardship initiatives   which are tailored based on facility type,  location, and local water context and risk.   Our water management strategies  and performance against our goals   are detailed in Google’s Water Stewardship paper   and in our Environmental Reports, which are  both available on our Sustainability website.  

And in our 2020 Environmental Report, we  introduced three new water indicator disclosures   to align with industry standards: total water  withdrawal, consumption, and discharge.   Given our steadfast commitment to advance  responsible water use and our public disclosures   around our water stewardship work to date,  our Board does not believe that implementing   this proposal would provide additional  benefit to our stockholders, and, as such,   recommends a vote against this proposal. The next stockholder proposal is being brought   by The Nathan Cummings Foundation, as lead  filer, along with a number of other co-filers.   The proponents have submitted a pre-recorded  presentation in support of this proposal.   I recognize Laura Campos for a period of  three minutes to present this proposal.  

>>Laura Campos: Good morning. My name is Laura  Campos. I am the Director of the Corporate and   Political Accountability Program at the Nathan  Cummings Foundation, and I'm participating in   Alphabet's annual meeting to move Proposal Number  9 on behalf of the foundation and its co-filers.   Proposal Number 9 requests the  Board commission a third-party,   independent racial equity audit analyzing  Alphabet's adverse impacts on Black, Indigenous,   and people of color communities and publish a  report of the results on the company's website.   While we're encouraged that the company shares  our overall goals of equity and inclusion,   we disagree with the company's conclusion  that Alphabet's current commitments, actions,   and disclosures already meet the aim of the  proposal. What we are asking for is a third-party   assessment of Alphabet's impacts on communities  of color conducted by an independent expert.  

Here are just a few of the reasons we're  concerned that Alphabet has some major blind   spots when it comes to the adverse impacts of  its operations and products on people of color.   Alphabet's YouTube platform has been  repeatedly implicated in conservative   radicalization. It's also been used to  undermine racial justice organizations   like Black Lives Matter and to  promote white nationalist viewpoints.   Alphabet's artificial intelligence tools  appear to have been impacted by bias.  

For example, an AI tool developed by Alphabet  to detect hate speech was up to twice as likely   to identify tweets as offensive when they were  written with African American vernacular English.   Earlier this year a lawsuit seeking class action  status alleged systemic racial bias in Google's   employment practices. The lawsuit asserts that  among other things, Google maintains a racially   biased corporate culture that favors white men  while steering Black employees to lower-level   jobs, paying them less, and denying them  opportunities to advance because of their race.  

Despite goals to increase diversity at senior  levels and double the number of Black+ employees,   Google itself admits that only a few of the  programs and practices they've implemented have   shown promising results. Externally Alphabet's  racial equity impacts have drawn the attention   of lawmakers and regulators. Alphabet has been  called before Congress over concerns about bias,   hate speech, and disinformation.  Multiple members of Congress have   expressed concerns about algorithmic  bias and representation at Google,   and at least five senators have called on  Alphabet to conduct a racial equity audit.   The fundamental disconnects between  Alphabet's perception of its own impacts,   the conclusions of multiple pieces of research,  and, most importantly, the lived experiences of   impacted communities highlight the need for  a third-party audit to assess and clarify   the company's impacts on racial equity. Alphabet  must reconsider its opposition to this proposal  

and commit to undertaking an independent  racial equity audit. Thank you.   >>Kathryn Hall: Thank you for  presenting this proposal.   We share the proponent’s overall goals of equity  and inclusion, and we believe that it is important   to understand systems and processes. However,  we do not believe the proposal is the best way   to accomplish our shared goals. With the Board’s oversight,   we already continuously review our approach to  racial equity to find areas where we can improve.  

This work ensures that our commitment to racial  equity is reflected in our goals and actions;   and that we are building our products  so that they work for everyone.   Most recently, we have retained noted civil  rights attorney and expert Debo Adegbile, Chair   of WilmerHale’s Anti-Discrimination Practice,  to inform our work and program development.   We have also heightened our focus specifically on  promoting racial equity within our organization.   Our commitment to improve leadership  representation of Black+, Latinx+ and   Native American+ Googlers in the U.S. by  30% by 2025 is already driving results.   We’re also committed to product inclusion, working  to make technology more equitable and accessible.  

We’ve improved our algorithms to serve  all users and reduce stereotypical   representations of people and other forms of  problematic results, and this work continues.   We continually update and improve the  filters we use to block offensive language   from appearing in results. We also developed more stringent   hate speech and harassment policies for YouTube. And we are transparent with our Board, employees,   stockholders, and the civil rights community about  our goals and how we are performing against them.  

We regularly engage civil society organizations;  and their feedback has informed our diversity,   equity and inclusion efforts, including  our recent workplace commitments.   Our Board believes that our current commitments,  actions and transparent disclosures describing   our efforts to build racial equity already  meet the aim of the proponents' request   and, as such, recommends a  vote against this proposal.   The next stockholder proposal is  being brought by Whistle Stop Capital   on behalf of its clients. The proponents  have submitted a pre-recorded presentation   in support of this proposal. I recognize Meredith Benton for a period   of three minutes to present this proposal. >>Meredith Benton: Hello.  

My name is Meredith Benton, founder of Whistle  Stop Capital, and I formally move Proposal 10   requesting the Board assess and report on the risk  to Alphabet associated with concealment clauses.   Concealment clauses are any employment or  post-employment agreement such as arbitration,   nondisclosure, or nondisparagement agreements that  Alphabet asks employees or contractors to sign   which would limit their ability to  discuss unlawful acts in the workplace   including harassment and discrimination. Concealment clauses may allow unlawful   behavior to proliferate unchecked by the risk of  public exposure, increasing a company's legal,   financial, and reputational risks over time. We filed this proposal because Alphabet's   policies regarding the use of concealment  clauses were not publicly available.   We didn't know what their practices were. As a part of the company's statement in   opposition to our proposal, Alphabet's policies  have now been published. Alphabet shared publicly,  

to our knowledge for the first time, that Google's  employment, severance, and settlement agreements   do not prohibit the disclosure of harassment or  discrimination claims. Their employment contracts   the company have shared have specific language  making this exemption clear. We felt that in   order to ensure that Alphabet's policies would  be shared with investors, potential employees,   and other stakeholders, it was necessary that  the resolution remain on the proxy ballot.  

Unfortunately, Alphabet's statement in opposition  was unclear on two key questions. The first   question: Does its policy apply to Alphabet's  contractors? Alphabet's business model seems   to depend on large numbers of contractors. According to a 2020 "New York Times" report,   Google employs more than 130,000  contractors and temp workers.   Quote, a shadow workforce that outnumbers  its 123,000 full-time employees, end quote.   The second question: Does the policy  apply to Alphabet's non-Google units?   At least one of these has been the subject of  concerning reports of an employee being told   she would face disciplinary action if she revealed  details of her sexual harassment claims to anyone   within the company including her manager. I respectfully ask that Alphabet publically  

clarify its use of concealment clauses. I ask  that it publicly respond to my questions about   the contractors and non-Google employees either  at the end of my remarks or prior to the close of   this investors meeting. Thank you.   >>Kathryn Hall: Thank you for  presenting this proposal.  

We believe that our existing  policies and practices meet and   often exceed legal requirements. To be clear, Google's employment,   severance, and settlement agreements do not  prohibit the disclosure of facts underlying   claims of harassment or discrimination. We  have shared excerpts from these agreements   in our opposition statement, which  can be found in our Proxy Statement.  

Moreover, we have taken several meaningful steps  beyond basic requirements, including recently   conducting a thorough review that resulted in  several changes to improve workplace practices,   such as no longer requiring current and future  employees to arbitrate employment disputes.   This includes, but is not limited to,  sexual harassment and assault claims.   Alphabet's Code of Conduct outlines five  guiding principles -- commitment, care,   transparency, fairness and consistency,  and accountability -- and sets the tone   at the top to establish a respectful,  safe and inclusive working environment   for all employees and members of the extended  workforce. Google and each Other Bet have  

specific policies that implement Alphabet's  commitment to these guiding principles.   In light of our existing policies  around the use of concealment clauses,   our Board does not believe that implementing  this proposal would provide substantial   additional information to our stockholders, and,  as such, recommends a vote against this proposal.   The next stockholder proposal is being  brought by the NorthStar Asset Management,   Inc. Funded Pension Plan. The proponent  has submitted a pre-recorded presentation   in support of this proposal. I recognize Whitney Nguyen for a   period of three minutes to present this proposal. >>Whitney Nguyen: My name is Whitney Nguyen from  

NorthStar Asset Management in Boston representing  6,888 shares of Alphabet common stock.   I am presenting Resolution Number 11, a request  that Alphabet's Board take all practical steps   to initiate and adopt a recapitalization plan for  all outstanding stock to have one vote per share.   We've been coming to this shareholder meeting  to talk about equal shareholder voting   for many years since 2015, and year after  year, the vast majority of outside shareholders   support our request. We believe that it's clear  that shareholders want to have a say in the   important matters of the companies in which they  invest. Yet at Alphabet, ordinary shareholders  

do not have an equal ability to weigh in on  significant matters of corporate policy.   The SEC calls proxy voting the primary  way for shareholders to make their views   known to company management and participate  effectively at an annual or special meeting.   Alphabet's voting structure is heavily weighted  to favor insiders given that Class B shares are   granted ten times the voting rights of Class  A shares. And Class C shareholders have zero   votes per share. Without equal voting rights,  shareholders' ability to provide feedback to   the Board and protect their investment is  diminished. We believe this share structure   empowers the CEO and insiders to appoint a Board  that primarily serves the CO and management,   not shareholders. While shareholders might  accept this lack of input when profits are  

up, we believe that this voting structure  constitutes a considerable risk to governance   in shareholder value during times of crisis.  And our company is no stranger to controversy.   In its opposition statement, the company asserts  that the current unequal voting structure allows   it to focus on long-term success. However, the  company continues to be fraught by controversies   that we believe could be avoided with proper  governance reforms. Alphabet employees continue to  

speak out criticizing and protesting the company's  technological decisions from its contract with   the Department of Defense to the bias built  into its artificial intelligence systems.   Additional incidents with financial or material  social impacts can harm share value too.   Shareholders, we urge you to  vote for Proxy Item Number 11,   an outstanding stock to have one vote per share.   Thank you. >>Kathryn Hall:   Thank you for presenting this proposal. Since its inception, Google, and now Alphabet,   has been managed with a focus on the long term  and we’ve established a track record of building   a strong company and creating stockholder value. We believe this value creation is further enabled  

by the stability provided  by our capital structure,   which insulates us from short-term pressures  and allows us to focus on long-term interests.   We also have a sound and effective governance  structure to ensure accountability to our   stockholders, including having an independent  board leadership with our independent Chair;   maintaining and periodically enhancing our  governance practices and stockholder rights;   and soliciting feedback through direct  engagement with our stockholders,   which is shared with and reviewed by our Board.   Our Board believes that our capital structure,  combined with our effective governance practices,   have provided significant stability to our  company and proven benefits to our stockholders,   and is therefore, in the best  interests of our stockholders.   As such, our Board recommends  a vote against this proposal.   The next stockholder proposal is being brought by  the National Legal and Policy Center. I recognize  

Paul Chesser for a period of three  minutes to present this proposal.   I’ll advise you when your  time is about to expire.   Operator, please open Mr. Chesser’s line. >>Operator: Mr. Chesser, your line is now open.   >>Paul Chesser: I'm Paul Chesser,   Director of the Corporate Integrity Project  for National Legal and Policy Center.   A public service announcement for my fellow  shareholder proponents. Be aware when a  

company opposes your resolution by using the  term "robust" to describe its disclosures.   When you see that word "robust," you  can be sure the company is gaslighting   you as Alphabet is doing in its proxy  response to my organization's proposal.   Our proposal requests a detailed report  that itemizes requests from U.S. government  

officials and agencies, details the  nature of each request, and tells what   Google's decision was about the request. Alphabet's Proxy Response is to refer to its   misnamed Transparency Report which tells  us nothing other than to enumerate how   many takedown requests it received from  various governments around the world.   The only reason we won't get the kind of report my  organization seeks is because Alphabet's majority   voters, Sergey Brin and Larry Page, don't want  you to know how much the Biden Administration   conspires with Google and YouTube to censor users  of their platforms. MSNBC's newest personality,   former White House spokeswoman Jen Psaki,  confirmed it in a press conference last year.   She said almost one year ago, quote, We are in  regular touch with these social media platforms   and those engagements typically happen  through members of our senior staff   but also members of our COVID-19 team, end quote. This was after Biden's Surgeon General said that  

tech and social media companies must do more  to address alleged health misinformation.   As we all know now, it was the Biden  Administration and agencies like the CDC and NIH   that were the disinformers by lying to the public  about COVID and its origins, by pushing shutdowns   despite their disruptiveness, by ignoring evidence  about the ineffectiveness of masks and the   failed vaccines, and by censoring information  about COVID that they did not approve of.   For example, it's clear Google censored search  results for the Great Barrington Declaration,   which opposed the prevailing and disruptive   COVID-19 policies pushed  by the Biden Administration   and which has now been signed by almost 1  million medical and health professionals.   Google almost certainly censors the declaration  at the behest of NIH's Fra

2022-06-06 16:29

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