Alphabet Inc.

Ticker: GOOGL
Møtedato: 03.06.2020
Møtetype: Annual
Forslag Ledelsens anbefalning Stemme
Management proposals
1.1 Elect Director Larry Page For For
1.2 Elect Director Sergey Brin For For
1.3 Elect Director Sundar Pichai For For
1.4 Elect Director John L. Hennessy For For
1.5 Elect Director Frances H. Arnold For For
1.6 Elect Director L. John Doerr Vote rationale: Shareholders should have the right to seek changes to the board when it does not act in their best interest. We will consider whether the board has failed to act on material requests from shareholders, sought to circumvent shareholder proposals or implemented governance changes limiting shareholders’ rights without their approval. When voting on a proposal to discharge the board of responsibilities, we will consider whether any information raises reasonable doubt about the board’s actions. We will also take into considerations unsatisfactory financial and strategic performance, mismanaged risk-taking, unacceptable treatment of stakeholders or undesired environmental or social outcomes from company operations. Global Voting Guidelines Avlønning av administrerende direktør For Withhold
1.7 Elect Director Roger W. Ferguson Jr. For For
1.8 Elect Director Ann Mather For For
1.9 Elect Director Alan R. Mulally For For
1.10 Elect Director K. Ram Shiram Vote rationale: Shareholders should have the right to seek changes to the board when it does not act in their best interest. We will consider whether the board has failed to act on material requests from shareholders, sought to circumvent shareholder proposals or implemented governance changes limiting shareholders’ rights without their approval. When voting on a proposal to discharge the board of responsibilities, we will consider whether any information raises reasonable doubt about the board’s actions. We will also take into considerations unsatisfactory financial and strategic performance, mismanaged risk-taking, unacceptable treatment of stakeholders or undesired environmental or social outcomes from company operations. Global Voting Guidelines Avlønning av administrerende direktør For Withhold
1.11 Elect Director Robin L. Washington Vote rationale: Shareholders should have the right to seek changes to the board when it does not act in their best interest. We will consider whether the board has failed to act on material requests from shareholders, sought to circumvent shareholder proposals or implemented governance changes limiting shareholders’ rights without their approval. When voting on a proposal to discharge the board of responsibilities, we will consider whether any information raises reasonable doubt about the board’s actions. We will also take into considerations unsatisfactory financial and strategic performance, mismanaged risk-taking, unacceptable treatment of stakeholders or undesired environmental or social outcomes from company operations. Global Voting Guidelines Avlønning av administrerende direktør For Withhold
2 Ratify Ernst & Young LLP as Auditors For For
3 Amend Omnibus Stock Plan Vote rationale: The board is responsible for attracting the right CEO and setting appropriate remuneration. A substantial proportion of annual remuneration should be provided as shares that are locked in for five to ten years, regardless of resignation or retirement. The board should provide transparency on total remuneration to avoid unacceptable outcomes. The board should ensure that all benefits have a clear business rationale. Pensionable income should constitute a minor part of total remuneration. Global Voting Guidelines Avlønning av administrerende direktør For Against
4 Advisory Vote to Ratify Named Executive Officers' Compensation Vote rationale: The board is responsible for attracting the right CEO and setting appropriate remuneration. A substantial proportion of annual remuneration should be provided as shares that are locked in for five to ten years, regardless of resignation or retirement. The board should provide transparency on total remuneration to avoid unacceptable outcomes. The board should ensure that all benefits have a clear business rationale. Pensionable income should constitute a minor part of total remuneration. Global Voting Guidelines Avlønning av administrerende direktør For Against
Shareholder proposals
5 Approve Recapitalization Plan for all Stock to Have One-vote per Share Vote rationale: All shareholders should have the right to vote on fundamental corporate decisions, and voting rights should be proportionate to cash flow rights. Any unequal voting rights should be time-limited and aligned with cash flow rights over time. Global Voting Guidelines Flere aksjeklasser Against For
6 Report on Arbitration of Employment-Related Claims Against Against
7 Establish Human Rights Risk Oversight Committee Against Against
8 Require Shareholder Approval of Bylaw Amendments Adopted by the Board of Directors Against Against
9 Assess Feasibility of Including Sustainability as a Performance Measure for Senior Executive Compensation Against Against
10 Report on Takedown Requests Against Against
11 Require a Majority Vote for the Election of Directors Vote rationale: The company should have a robust nomination and election process to ensure an effective board that is accountable to shareholders. Shareholders should be able to participate in frequent elections of all board members, preferably on an annual basis. The company should establish reasonable procedures for shareholders to include proposals in the meeting material distributed by the company, including proposing board candidates. Global Voting Guidelines Against For
12 Report on Gender/Racial Pay Gap Against Against
13 Require Independent Director Nominee with Human and/or Civil Rights Experience Against Against
14 Report on Whistleblower Policies and Practices Against Against

Disclaimer

This page contains certain information as to the voting intentions of Norges Bank in its role as manager of the Government Pension Fund Global. This disclosure is provided to promote transparency as to Norges Bank’s engagement with investee companies, and in view of its approach to responsible investing. Norges Bank’s voting intention is an internal decision and has not been agreed with any third party. Please note the following:

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