Notice of 2019 Annual Meeting of Stockholders and Proxy Statement 1600 Amphitheatre Parkway Mountain View, California 94043 (650) 253-0000 April 30, 2019 Dear Stockholders: We are pleased to invite you to attend our 2019 Annual Meeting of Stockholders (Annual Meeting) to be held on Wednesday, June 19, 2019 at 9:00 a.m., local time, at our Moffett Place Event Center (Building MP7) at 1160 Bordeaux Drive, Sunnyvale, California 94089. Please note the new location. For your convenience, we are also pleased to offer a live webcast of our Annual Meeting at https://www.youtube.com/c/AlphabetIR. Details regarding admission to the Annual Meeting and the business to be conducted are described in the Notice of Internet Availability of Proxy Materials (Notice) you received in the mail and in this proxy statement. We have also made available a copy of our 2018 Annual Report to Stockholders (Annual Report) with this proxy statement. We encourage you to read our Annual Report. It includes our audited ƒnancial statements and provides information about our business. We have elected to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. We are constantly focused on improving the ways people connect with information, and believe that providing our proxy materials over the Internet increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact of our Annual Meeting. If you want more information, please see the Questions and Answers section of this proxy statement or visit the 2019 Annual Meeting section of our Investor Relations website at www.abc.xyz/investor. Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction form. Please review the instructions on each of your voting options described in this proxy statement, as well as in the Notice you received in the mail. Also, please let us know if you plan to attend our Annual Meeting by marking the appropriate box on the enclosed proxy card, if you requested to receive printed proxy materials, or, if you vote by telephone or over the Internet, by indicating your plans when prompted. Thank you for your ongoing support of, and continued interest in Alphabet. We hope you can join us in person at our Annual Meeting or watch the live webcast. Sincerely, Larry Page Sergey Brin John L. Hennessy %JKeH 'ZeEWVKXe 1HƒEer President Chairman of the Board of Directors LETTER FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS Dear Fellow Stockholders, I’ve been on the Google, then Alphabet, Board for 15 years. I’ve had the privilege to work closely with Sergey, Larry, Sundar, and an evolving and diverse group of directors. And last year I had the honor of becoming Alphabet’s Chairman. The companies that comprise Alphabet continue to build technologies that improve the lives of people everywhere. Google now has eight products serving over a billion people each, a reflection of the truly global adoption of its products and services, and a tribute to a lot of hard work and commitment from our employees. It’s also partnering deeply to help enterprises transition to cloud computing. Already on the road in Phoenix, Arizona, Waymo is working to ensure that people can safely hail rides from self- driving cars. Wing has just received FAA approval to start delivering goods by drone. And we are making progress on a number of other important areas from health to artiƒcial intelligence. 1f course, as the beneƒts of technology spread to many more people, we know that we have a deep and growing responsibility to ensure that technology beneƒts society as a whole. We’re committed to supporting our users, employees, and shareholders, by always acting responsibly, inclusively, and fairly. Our Board takes seriously its leadership and oversight role in these areas. Recent years have seen broader discussions around the role of companies in promoting diversity and sustainability. These are issues we are deeply committed to as a Board and as a company. Our Board receives frequent updates from management, monitors progress, scrutinizes the company’s policies, and carefully considers these complex issues with the attention and focus that they warrant. In recent years, we’ve tackled these issues in important and meaningful ways. Just a few examples: y Employee Policies and Workplace Culture - In the last year, Google has made signiƒcant changes to its policies and practices, including improved information on how it handles workplace conduct concerns; providing employees with more control over their experiences through the reporting and investigations process; no longer requiring arbitration for employment disputes; signiƒcant work to improve diversity, equity, and inclusion; and increasing transparency about its progress in achieving better outcomes in representation, hiring, retention, and compensation. y Sustainability - Our sustainability program focuses on developing services that improve the lives of as many people as possible while operating in an environmentally sustainable way. Google is a world leader in renewable energy investment and use. In addition, we publish an annual Responsible Supply Chain Report and Environmental Report that chart the signiƒcant progress we have made in this area. y Ongoing Monitoring of Societal Impact - In 2018, Google made substantial investments to improve and measure the quality of content across its properties, to combat the threat of electoral interference and other bad actors, and to expand programs such as Grow with Google— an initiative to help people develop the digital skills they need to get a job or grow their business. Google is committed to a rigorous process of responsible decision-making and has developed AI Principles to guide its work in emerging areas of technology. These important topics will continue to evolve, and so will our approaches to them. I can promise that we will always move forward with the focus and attention that these challenges demand. On behalf of the Board of Directors, we look forward to working with you, and serving you, in the years to come. Thank you for your support and feedback, and I look forward to seeing you at the Stockholders meeting on June 19th. John L. Hennessy Chairman of the Board of Directors Notice of 2019 Annual Meeting ofǾStockholders Wednesday June 19 2019 900 a.m. local time Alphabet Inc., Moffett Place Event Center (Building MP7), 1160 Bordeaux Drive, Sunnyvale, California 94089 LIVE WEBCAST Available at https://www.youtube.com/c/AlphabetIR, starting at 9:00 a.m., local time, on Wednesday, June 19, 2019. ITEMS OF BUSINESS 1. To elect ten members of the Board of Directors of Alphabet (the Board of Directors) to hold ofƒce until the next annual meeting of stockholders or until their respective successors have been elected and qualiƒed. 2. To ratify the appointment of Ernst Young LLP as Alphabet’s independent registered public accounting ƒrm for the ƒscal year ending December 31, 2019. 3. To approve the amendment and restatement of Alphabet’s 2012 Stock Plan to increase the share reserve by 3,000,000 shares of Class C capital stock. 4. To consider and vote upon the stockholder proposals set forth in the proxy statement, if properly presented. 5. To consider such other business as may properly come before the meeting. ADJOURNMENTS AND POSTPONEMENTS Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date speciƒed above or at any time and date to which the Annual Meeting may be properly adjourned or postponed. RECORD DATE You are entitled to vote only if you were a stockholder of Alphabet Class A or Class B common stock as of the close of business on April 22, 2019 (Record Date). ALPHABET INC.Ǿ^ǾǾ2TQZ[5VCVGOGPV 7 VOTING ;our Xote is Xery important. Whether or not you plan to attend the Annual Meeting Ye encourage you to read this proZy statement and submit your proZy or Xoting instructions as soon as possible. For speciƒc instructions on hoY to Xote your shares please refer to the instructions on the Notice you receiXed in the mail the section titled ũ3uestions and AnsYers About the ProZy Materials and the Annual MeetingŪ beginning on page 16 of this proZy statement or if you reSuested to receiXe printed proZy materials your enclosed proZy card. April 0 2019 By order of the Board of Directors, Larry Page John L. Hennessy %JKGH'ZGEWVKXG1HƒEGT %JCKTOCPQHVJG$QCTFQH&KTGEVQTU 6JKUNQVKEGQH2019 #PPWCN/GGVKPIQH5VQEMJQNFGTU,RTQZ[UVCVGOGPV,CPFHQTOQHRTQZ[ECTFCTGDGKPIFKUVTKDWVGFCPFOCFGCXCKNCDNGQP QTCDQWV#RTKN In this proxy statement, the words “Alphabet,” the “company,” “we,” “our,” “ours,” “us,” and similar terms refer to Alphabet Inc. and its consolidated subsidiaries, unless the context indicates otherwise, and the word “Google” refers to Google LLC, a wholly owned subsidiary of Alphabet. 8 ALPHABET INC.Ǿ^ǾǾ2TQZ[5VCVGOGPV IMPORTANT NOTICE RE)ARDIN) INTERNET A8AILABILIT; OF PRO:; MATERIALS This proxy statement and our 2018 Annual Report to Stockholders, which includes our Annual Report on Form 10-- for the ƒscal year ended December 31, 2018, as amended, are available at https://abc.xyz/investor/other/annual-meeting/. INCORPORATION B; REFERENCE To the extent that this proxy statement has been or will be speciƒcally incorporated by reference into any other ƒling of Alphabet under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (Exchange Act), the sections of this proxy statement titled “Report of the Audit Committee of the Board of Directors” (to the extent permitted by the rules of the U.S.