Form 8-K - Current report

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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)

June 5, 2024

 

 

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)

[phone]

(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. ☐

 

 

 

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Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 5, 2024, Alphabet Inc. (“Alphabet”) announced the appointment of Anat Ashkenazi as the new Chief Financial Officer and Senior Vice President of Alphabet and Google LLC, effective July 31, 2024.

The material terms of Anat’s compensation, as approved by the Leadership Development, Inclusion and Compensation Committee of Alphabet’s Board of Directors, are outlined below:

 

•

An annual base salary of $1,000,000.

 

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An annual discretionary bonus opportunity up to 200% of base salary.

 

•

To compensate for her prior company’s forfeited compensation, Alphabet has agreed to (i) pay a one-time sign-on bonus of $9.9 million, and (ii) make a $13.1 million sign-on equity grant in the form of restricted stock units (GSUs) to be made on the first Wednesday of the calendar month following her start date (1/2 vesting in September 2024, 1/2 vesting in December 2024).

 

•

As part of her go-forward compensation, Alphabet has agreed to make the following equity grants in the form of GSUs and performance-based stock units (PSUs):

 

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a $17.0 million GSU grant to be made on the first Wednesday of the calendar month following her start date (vesting quarterly in 2025)

 

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a $6.0 million GSU grant to be made on the first Wednesday of the calendar month following her start date (vesting quarterly in 2026)

 

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a $5.0 million PSU grant to be made on the first Wednesday of the calendar month following her start date for the performance period 1-Jan-24 through 31-Dec-26 (which will vest in accordance with the Form of Alphabet Non-CEO Performance Stock Unit Agreement, Exhibit 10.03 to Alphabet’s Form 10-Q for the quarterly period ending on 31-Mar-24)

 

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Alphabet will assist her with relocation-related expenses pursuant to Alphabet’s guidelines with respect to the relocation of officers.

A copy of the offer letter is attached hereto as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. The above summary of the offer letter does not purport to be complete and is subject to and qualified in its entirety by reference to the attached offer letter.

 

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Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
10.1		Offer Letter
104		Cover Page Interactive Data File (formatted as inline XBRL)

 

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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.
June 7, 2024
						/s/ Kathryn W. Hall
						Kathryn W. Hall
						Assistant Secretary

 

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Exhibit 10.1

 

June 2024

Anat Ashkenazi

THIS OFFER SUPERSEDES AND REPLACES ANY PRIOR VERSIONS

Anat Ashkenazi,

I am pleased to offer you the position of Senior Vice President, Chief Financial Officer (“CFO”), Alphabet Inc. (“Alphabet”) and Google LLC (“Google”). While you are being hired as the CFO of both Alphabet and Google, your legal employer will be Google. Your new hire compensation package, contingent on a start date of July 31, 2024 includes:

 

Annual Salary		$1,000,000
Cash Sign-On Bonus		$9,900,000
Annual Bonus		200% of Annual Salary (maximum), prorated for time worked with goals to be approved by the Leadership Development, Inclusion and Compensation Committee (“LDICC”)
New Hire Time-based Equity (GSUs)		Implemented through 3 Time-based Equity grants, as approved by the LDICC, and subject to the attached Offer Terms:   •  Time Based Equity Grant 1- $13,100,000 vesting quarterly in the remainder of 2024   •  Time Based Equity Grant 2 - $17,000,000 vesting quarterly in 2025   •  Time Based Equity Grant 3 - $6,000,000 vesting quarterly in 2026
New Hire Performance-based Equity (PSUs)		$5,000,000, implemented through 1 PSU grant and vesting, if at all, within 45 days following the end of the performance period (December 31, 2026) based on Relative Total Shareholder Return (RTSR) compared to the S&P 100 and subject to the attached Offer Terms

Certain Offer Terms apply and are incorporated by reference (see Attachment A). This offer will remain open for 5 business days following your receipt of this letter, contingent upon your start date of July 31, 2024, as well as the satisfactory results from your background and reference checks.

Anat, we look forward to working with you.

Sincerely,

/s/ Sundar Pichai

Sundar Pichai

CEO, Alphabet and Google

 

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I accept this offer of employment, including the attached Offer Terms, and agree to the terms and conditions as outlined.

 

/s/ Anat Ashkenazi				6/3/2024
Anat Ashkenazi				Date

 

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Document and Entity Information	Jun. 05, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 05, 2024
Entity Registrant Name	ALPHABET INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-37580
Entity Tax Identification Number	61-1767919
Entity Address Address Line 1	1600 Amphitheatre Parkway
Entity Address City Or Town	Mountain View
Entity Address State Or Province	CA
Entity Address Postal Zip Code	94043
City Area Code	650
Local Phone Number	253-0000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001652044
Common Class A [Member]
Entity Information [Line Items]
Security 12b Title	Class A Common Stock, $0.001 par value
Trading Symbol	GOOGL
Security Exchange Name	NASDAQ
Capital Class C [Member]
Entity Information [Line Items]
Security 12b Title	Class C Capital Stock, $0.001 par value
Trading Symbol	GOOG
Security Exchange Name	NASDAQ

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