Alphabet 2023. Fair Elections is just one of several issues to be voted on before or at the annual meeting at 9:00 am Pacific on June 2, 2023. Vote AGAINST board items except for Chavez; FOR all shareholder proposals except #& & #14. Join the meeting with your control number.
Alphabet Inc. offers various products and platforms in the United States, Europe, the Middle East, Africa, the Asia-Pacific, Canada, and Latin America. I voted with the Board’s recommendations 11% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A).
Read Warnings. Good corporate governance generally results in better profits and a better society. However, I don’t prioritize profits over our natural environment and human needs, especially when companies externalize costs. (see The Shareholder Commons)
Alphabet 2023: ISS Rating
Alphabet Inc.’s ISS Governance QualityScore as of May 1, 2023, is 10. The pillar scores are Audit: 6; Board: 2; Shareholder Rights: 10; Compensation: 8.
Corporate governance scores courtesy of Institutional Shareholder Services (ISS). Scores indicate decile rank relative to index or region. A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.
Alphabet 2023: How I Voted
| Item | NYC Comptroller Vote | CorpGov.net Vote |
|---|---|---|
| Election of Directors | Against all, except R. Martin “Marty” Chavez | Against all, except R. Martin “Marty” Chavez |
| 2 – Ratify Ernst & Young LLP as Auditors | For | Against |
| 3 – Amend Omnibus Stock Plan | Against | Against |
| 4 – Advisory Vote to Ratify Named Executive Officers’ Compensation | Against | Against |
| 5 – Advisory Vote on Say on Pay Frequency | One Year | One Year |
| 6 – Report on Lobbying Payments and Policy | For | For |
| 7 – Publish Congruency Report on Partnerships with Globalist Organizations and Company Fiduciary Duties | Against | Against |
| 8 – Report on Framework to Assess Company Lobbying Alignment with Climate Goals | For | For |
| 9 – Report on Risks Related to Fulfilling Information Requests for Enforcing Laws Criminalizing Abortion Access | For | For |
| 10 – Report on Risks of Doing Business in Countries with Significant Human Rights Concerns | For | For |
| 11 – Publish Independent Human Rights Impact Assessment of Targeted Advertising Technology | For | For |
| 12 – Disclose More Quantitative and Qualitative Information on Algorithmic Systems | For | For |
| 13 – Report on Alignment of YouTube Policies With Online Safety Regulations | For | For |
| 14 – Report on Content Governance and Censorship | Against | Against |
| 15 – Commission Independent Assessment of Effectiveness of Audit and Compliance Committee | For | For |
| 16 – Fair Elections — Require Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders | For | For |
| 17 – Adopt Share Retention Policy For Senior Executives | For | For |
| 18 – Approve Recapitalization Plan for all Stock to Have One-vote per Share | For | For |
Alphabet 2023 Votes Explained
I don’t care if it is Alphabet, $226M is too much pay for the CEO, and a ratio of CEO to median employee pay of 808:1 is also too much. E-J is late with its recommendations, so I am mostly comparing my votes with those of the NYC Comptroller. I voted for Chavez because they have only been on the board for a year and are not responsible for overpaying and ignoring shareholders. EJ recommends against auditors that have served longer than 7 years. Ernst & Young LLP has served 24 years so that independence could be compromised.
I voted against #7, the congruency report proposal from the National Center for Public Policy Research, which appears to believe working with NGOs on issues like the climate crisis is negative. #14 from the National Legal and Policy Center, which appears to believe Alphabet discriminates against Republicans, is also unworthy of a positive vote.
The rest of the proposals come from strong ESG advocates and promote the resolution of serious issues.
Generally, I have help with my voting from Egan-Jones, my own proxy voting policy through Iconikapp. and by briefly looking and some funds that announce their votes in advance. Note: you can automate all your proxies to be voted according to human values by signing up for the iconik/AYS app. In about two minutes, you’ll vote all your proxies according to values that balance environment, social, governance, and profitability. More information at Free Proxy Advisor From As You Sow & Iconikapp. I have a more customized version, so your results with the iconik/AYS app may differ. Now, you can also sign-up for automated voting with iconikapp through Third Act.
Alphabet 2023: My Fair Elections Proposal
Proposal #16 is from me, James McRitchie. In 2002 I petitioned the SEC for proxy access. It took three rulemakings and a court battle. More than 20 years later, 81% of S&P 500 companies, including Alphabet, have something called proxy access. Unfortunately, it requires that nominating groups hold 3% for 3 years AND groups are limited to 20 members.
That sets up a situation where proxy access can’t really be done without one of the Big Four fund families. They administer retirement savings plans for companies and have never even filed a shareholder proposal, let alone challenged directors. Therefore, proxy access has gone unused.
Now, after decades, the SEC adopted Rule 14a-19, allowing shareholders, under specified conditions, to split votes between board nominees and challengers without attending annual meetings. But will the universal proxy rule go the way of so-called proxy access?
Fair Election Concerns
After reading bylaws adopted by Masimo, Bloomberg’s Matt Levine speculated that company bylaws might demand challengers submit disclosures on paper woven from unicorn manes, with requirements waived for the board’s nominees.
Alphabet’s advance notice bylaws allow the Board to request “any additional information as may be reasonably required.” Who determines what is reasonable? The Board, unless you are willing to go to court.
We can all agree there should be some limits on what Boards can require without seeking shareholder approval in advance or at least within a year or so of adoption. I filed 30 proposals like the one before you. We reached agreements at about 1/3 of the companies based on guardrails that preserve the rule’s intent.
All shareholder proposals are advisory. Even if we win overwhelmingly, boards are free to ignore them or to adopt whatever they please.
Your vote FOR this proposal can help us reach a similar agreement with Alphabet, either before the next annual meeting or after an even higher vote next year based on a revised proposal that reflects agreements reached with other companies to protect the rights of shareholders, such as our recent proposal at Procter and Gamble.
Please Vote FOR proposal Number 16.
Alphabet 2023: Other Recommendations
You might want to check how a few funds voted. Use our Shareowner Action Handbook.
Alphabet 2024: Mark Your Calendar
Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the 2024 Annual Meeting of Stockholders by submitting their proposals in writing to the Corporate Secretary in a timely manner. For a stockholder proposal to be considered timely for inclusion in our proxy statement for our 2024 Annual Meeting of Stockholders, the Corporate Secretary must receive the written proposal at our principal executive offices or at the email address set forth below no later than Saturday, December 23, 2023. If we hold our 2024 Annual Meeting of Stockholders more than 30 days before or after June 2, 2024 (the one-year anniversary date of the 2023 Annual Meeting of Stockholders), we will disclose the new deadline by which stockholder proposals must be received under Item 5 of Part II of our earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably determined to inform stockholders. In addition, stockholder proposals must otherwise comply with the requirements of Rule 14a-8 under the Exchange Act and with the SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Send to corporatesecretary@abc.xyz or by mail to the address below with a copy to email.
Alphabet Inc.
Attn: Corporate Secretary
1600 Amphitheatre
Parkway Mountain View,
California 94043
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