Alphabet losers at the 2019 meeting were not only the unaffiliated shareholders but also are likely to be the insiders. As the last meeting before the Department of Justice begins potential anti-trust actions, our co-overlords Page and Brin, who control 51.3% of the vote, should have embraced at least some of the changes requested by shareholders.
Moving from dictatorship to at least the semblance of democracy would be a good move before possible enforcement action. As reported in the press, shareholders were Alphabet losers. Neither Page or Brin showed up to the meeting and all shareholder proposals were roundly defeated.
However, take a closer look at the table below, and downloadable in Excel, prepared by John Keenan of AFSCME. Without those insider shares, the proposal to move to equal shareholder voting passed with 92.1% of the vote. Majority vote for director elections, likewise, passed with 93.1%; clawback policy by 76% and sexual harassment risk report by 56.1%. Additionally, Hennessy, Doerr, Mather and Shriram all failed to win at least 80% of unaffiliated votes.
| Item | For | Against | % For | % Against | Insider Vote | For w/o insider for MPs | Against w/o Insider for SPs | Outside % For | Outside % against |
| Larry Page | 655,657,154 | 4,043,560 | 99.4% | 0.6% | 443,765,512 | 211,891,642 | 4,043,560 | 98.1% | 1.9% |
| Sergey Brin | 655,104,530 | 4,596,184 | 99.3% | 0.7% | 443,765,512 | 211,339,018 | 4,596,184 | 97.9% | 2.1% |
| John L. Hennessy | 615,553,739 | 44,146,975 | 93.3% | 6.7% | 443,765,512 | 171,788,227 | 44,146,975 | 79.6% | 20.4% |
| L. John Doerr | 582,911,649 | 76,789,065 | 88.4% | 11.6% | 443,765,512 | 139,146,137 | 76,789,065 | 64.4% | 35.6% |
| Roger W. Ferguson, Jr. | 656,772,507 | 2,928,207 | 99.6% | 0.4% | 443,765,512 | 213,006,995 | 2,928,207 | 98.6% | 1.4% |
| Ann Mather | 557,847,209 | 101,853,505 | 84.6% | 15.4% | 443,765,512 | 114,081,697 | 101,853,505 | 52.8% | 47.2% |
| Alan R. Mulally | 657,475,379 | 2,225,335 | 99.7% | 0.3% | 443,765,512 | 213,709,867 | 2,225,335 | 99.0% | 1.0% |
| Sundar Pichai | 652,983,080 | 6,717,634 | 99.0% | 1.0% | 443,765,512 | 209,217,568 | 6,717,634 | 96.9% | 3.1% |
| K. Ram Shriram | 597,895,807 | 61,804,907 | 90.6% | 9.4% | 443,765,512 | 154,130,295 | 61,804,907 | 71.4% | 28.6% |
| Robin L. Washington | 639,890,402 | 19,810,312 | 97.0% | 3.0% | 443,765,512 | 196,124,890 | 19,810,312 | 90.8% | 9.2% |
| Item 3 – Amendment to Alphabet’s 2012 Stock Plan | 578,970,212 | 80,125,062 | 87.8% | 12.2% | 443,765,512 | 135,204,700 | 80,125,062 | 62.8% | 37.2% |
| Item 4 Equal Shareholder Voting | 198,006,368 | 460,834,473 | 30.1% | 69.9% | 443,765,512 | 198,006,368 | 17,068,961 | 92.1% | 7.9% |
| Item 5 – Employment practices | 81,672,263 | 572,238,148 | 12.5% | 87.5% | 443,765,512 | 81,672,263 | 128,472,636 | 38.9% | 61.1% |
| Item 6 – Societal risk oversight committee | 57,757,560 | 598,089,219 | 8.8% | 91.2% | 443,765,512 | 57,757,560 | 154,323,707 | 27.2% | 72.8% |
| Item 7 – Sexual harassment risk report | 115,171,078 | 533,711,638 | 17.7% | 82.3% | 443,765,512 | 115,171,078 | 89,946,126 | 56.1% | 43.9% |
| Item 8 – Majority vote director elections | 200,177,935 | 458,684,478 | 30.4% | 69.6% | 443,765,512 | 200,177,935 | 14,918,966 | 93.1% | 6.9% |
| Item 9 – gender pay report | 73,287,283 | 576,966,952 | 11.3% | 88.7% | 443,765,512 | 73,287,283 | 133,201,440 | 35.5% | 64.5% |
| Item 10 – proposal regarding strategic alternatives | 3,098,848 | 654,073,005 | 0.5% | 99.5% | 443,765,512 | 3,098,848 | 210,307,493 | 1.5% | 98.5% |
| Item 11 – nomination of an employee representative director | 11,577,257 | 647,233,858 | 1.8% | 98.2% | 443,765,512 | 11,577,257 | 203,468,346 | 5.4% | 94.6% |
| Item 12 – simple majority vote | 44,870,099 | 613,973,012 | 6.8% | 93.2% | 443,765,512 | 44,870,099 | 170,207,500 | 20.9% | 79.1% |
| Item 13 – sustainability metrics report | 63,801,439 | 592,757,722 | 9.7% | 90.3% | 443,765,512 | 63,801,439 | 148,992,210 | 30.0% | 70.0% |
| Item 14 – proposal regarding Google Search in China | 14,201,226 | 638,898,701 | 2.2% | 97.8% | 443,765,512 | 14,201,226 | 195,133,189 | 6.8% | 93.2% |
| Item 15 – clawback policy | 162,592,876 | 495,082,316 | 24.7% | 75.3% | 443,765,512 | 162,592,876 | 51,316,804 | 76.0% | 24.0% |
| Item 16 – report on content governance | 44,886,156 | 602,726,228 | 6.9% | 93.1% | 443,765,512 | 44,886,156 | 158,960,716 | 22.0% | 78.0% |
| Insider Class A | 610,692 | ||||||||
| taken from 2019 proxy, p. 34 | |||||||||
| Insider Class B | 44,315,482 | ||||||||
| Votes per share | 10 | ||||||||
| Class B Votes | 443,154,820 | ||||||||
| Total Insider Votes | 443,765,512 | ||||||||
Google 2019 Vote analysis minus insider vote (download Excel file)
Alphabet Losers Who Voted With Board
We won’t know until each fund files their voting records for the year which voted with the Board. However, Proxy Insight reports that PNC Capital Advisors voted against proposal #4 to recapitalize stock to eliminate insider control. OppenheimerFunds abstained on all votes. How do such votes pass the fiduciary duty smell test? Who’s afraid of google?
I am delighted to see proposal #11, nomination of an employee representative to the board, supported by several funds based outside the US as well as: Trillium, Bridgeway Capital, Impax, Everence, Fred Alger, Boston Common, Calvert, CBIS, Domini and others.
Alphabet Losers: Sampling of Press Coverage
- Maybe a Self-Imposed Breakup of Google Stock Isn’t a Bad Idea After All
- Where Is Larry Page? Alphabet Deserves Better
- Alphabet Stock Performance Is Starting To Suffer From Dual Class Structure
- Alphabet 2019 Proxy Voting Guide
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