2009 Google Proxy Statement

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Time and Date

2:00 p.m., local time, on Thursday, May 7, 2009

Place

Corporate headquarters, 1600 Amphitheatre Parkway, Mountain View, California 94043. For your convenience, we are pleased to offer a live webcast of our Annual Meeting on the Investor Relations section of our web site at investor.google.com.

Items of Business

(1)

To elect ten members of the board of directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified.

(2) To ratify the appointment of Ernst & Young LLP as Google's independent registered public accounting firm for the fiscal year ending December 31, 2009.

(3) To approve an amendment to Google's 2004 Stock Plan to increase the number of authorized shares of Class A common stock issuable under the plan by 8,500,000.

(4) To consider and act upon a stockholder proposal regarding political contribution disclosure, if properly presented at the meeting.

(5) To consider and act upon a stockholder proposal regarding internet censorship, if properly presented at the meeting.

(6) To consider and act upon a stockholder proposal regarding health care reform, if properly presented at the meeting.

(7) 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 specified 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 Google stockholder as of the close of business on March 10, 2009 (the "Record Date").

Meeting Admission

You are entitled to attend the Annual Meeting only if you were a Google stockholder as of the close of business on the Record Date or hold a valid proxy for the Annual Meeting. Since seating is limited, admission to the meeting will be on a first-come, first-served basis. You should be prepared to present photo identification for admittance. If you are not a stockholder of record but hold shares through a broker, bank, trustee or nominee (i.e., in street name), you should provide proof of beneficial ownership as of the Record Date, such as your most recent account statement prior to the Record Date, a copy of the voting instruction card provided by your broker, bank, trustee or nominee, or similar evidence of ownership.

If you do not provide photo identification or comply with the other procedures outlined above, you will not be admitted to the Annual Meeting. For security reasons, you and your bags will be subject to search prior to your admittance to the meeting. Please let us know if you plan to attend the 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.

The Annual Meeting will begin promptly at 2:00 p.m., local time. Check-in will begin at 12:30 p.m., local time, and you should allow ample time for the check-in procedures.

Voting

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials (the "Notice") you received in the mail, the section entitled Questions and Answers About the Proxy Materials and the Annual Meeting beginning on page 3 of this proxy statement or, if you requested to receive printed proxy materials, your enclosed proxy card.

By order of the Board of Directors,

Eric Schmidt

Chairman of the Board of Directors and

Chief Executive Officer

This notice of Annual Meeting and proxy statement and form of proxy are being distributed and made available on or about March 25, 2009.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

Q: Why am I receiving these materials?

A: Our board of directors has made these materials available to you on the internet, or, upon your request, has delivered printed proxy materials to you, in connection with the solicitation of proxies for use at Google's 2009 Annual Meeting of stockholders, which will take place on Thursday, May 7, 2009 at 2:00 p.m. local time, at our corporate headquarters located at 1600 Amphitheatre Parkway, Mountain View, California 94043. As a stockholder, you are invited to attend the Annual Meeting and are requested to vote on the items of business described in this proxy statement.

Q: What information is contained in this proxy statement?

A: The information in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and most highly paid executive officers, corporate governance and information on our board of directors, and certain other required information.

Q: Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

A: In accordance with rules adopted by the Securities and Exchange Commission (the "SEC"), we may furnish proxy materials, including this proxy statement and our 2008 Annual Report to Stockholders, to our stockholders by providing access to such documents on the internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice, which was mailed to most of our stockholders, will instruct you as to how you may access and review all of the proxy materials on the internet. The Notice also instructs you as to how you may submit your proxy on the internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.

Q: I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

A: We have adopted a procedure called "householding," which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, the proxy materials and the 2008 Annual Report to Stockholders to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written request, we will deliver promptly a separate copy of the Notice and, if applicable, the proxy materials and the 2008 Annual Report to Stockholders to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the Notice and, if applicable, these proxy materials or the 2008 Annual Report to Stockholders, stockholders may write or email us at the following address and email address:

Investor Relations

Google Inc.

1600 Amphitheatre Parkway

Mountain View, CA 94043

Email: irgoog@google.com

Stockholders who hold shares in street name (as described below) may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

Q: How do I get electronic access to the proxy materials?

A: The Notice will provide you with instructions regarding how to:

• View our proxy materials for the Annual Meeting on the internet; and

• Instruct us to send our future proxy materials to you electronically by email.

Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of printing and mailing these materials on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

Q: What items of business will be voted on at the Annual Meeting?

A: The items of business scheduled to be voted on at the Annual Meeting are:

• The election of ten directors.

• The ratification of Ernst & Young LLP as Google's independent registered public accounting firm for the fiscal year ending December 31, 2009.

• The approval of an amendment to Google's 2004 Stock Plan to increase the number of authorized shares of Class A common stock issuable under the plan by 8,500,000.

• A stockholder proposal regarding political contribution disclosure, if properly presented at the meeting.

• A stockholder proposal regarding internet censorship, if properly presented at the meeting.

• A stockholder proposal regarding health care reform, if properly presented at the meeting.

We will also consider any other business that properly comes before the Annual Meeting.

Q: How does the board of directors recommend that I vote?

A: Our board of directors recommends that you vote your shares (1) "FOR" each of the nominees to the board of directors, (2) "FOR" the ratification of Ernst & Young LLP as our independent registered public accounting firm for the 2009 fiscal year, (3) "FOR" the amendment to our 2004 Stock Plan to increase the number of authorized shares of Class A common stock issuable under the plan by 8,500,000, (4) "FOR" the stockholder proposal regarding political contribution disclosure, (5) "AGAINST" the stockholder proposal regarding internet censorship, and (6) "AGAINST" the stockholder proposal regarding health care reform.

Q: What shares can I vote?

A: Each share of Google Class A common stock and Class B common stock issued and outstanding as of the close of business on the Record Date for the 2009 Annual Meeting of stockholders, is entitled to be voted on all items being voted on at the Annual Meeting. You may vote all shares owned by you as of the Record Date, including (1) shares held directly in your name as the stockholder of record, and (2) shares held for you as the beneficial owner in street name through a broker, bank, trustee or other nominee. On the Record Date we had 315,703,385 shares of common stock issued and outstanding, consisting of 240,809,915 shares of Class A common stock and 74,893,470 shares of Class B common stock.

Q: How many votes am I entitled to per share?

A: Each holder of shares of Class A common stock is entitled to one vote for each share of Class A common stock held as of the Record Date, and each holder of shares of Class B common stock is entitled to ten votes for each share of Class B common stock held as of the Record Date. The Class A common stock and Class B common stock are voting as a single class on all matters described in this proxy statement for which your vote is being solicited.

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A: Most Google stockholders hold their shares as a beneficial owner through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record

If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, the stockholder of record, and the Notice was sent directly to you by Google. As the stockholder of record, you have the right to grant your voting proxy directly to Google or to vote in person at the Annual Meeting. If you requested to receive printed proxy materials, Google has enclosed or sent a proxy card for you to use. You may also vote on the internet or by telephone, as described in the Notice and below under the heading "How can I vote my shares without attending the Annual Meeting?"

Beneficial Owner

If your shares are held in an account at a brokerage firm, bank, broker-dealer, trust or other similar organization, like the vast majority of our stockholders, you are considered the beneficial owner of shares held in street name, and the Notice was forwarded to you by that organization. As the beneficial owner, you have the right to direct your broker, bank, trustee or nominee how to vote your shares, and you are also invited to attend the Annual Meeting.

Since a beneficial owner is not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you obtain a "legal proxy" from the broker, bank, trustee or nominee that holds your shares giving you the right to vote the shares at the meeting. If you do not wish to vote in person or you will not be attending the Annual Meeting, you may vote by proxy. You may vote by proxy over the internet or by telephone, as described in the Notice and below under the heading "How can I vote my shares without attending the Annual Meeting?"

Q: How can I attend the Annual Meeting?

A: You are entitled to attend the Annual Meeting only if you were a Google stockholder as of the Record Date or you hold a valid proxy for the Annual Meeting. Since seating is limited, admission to the meeting will be on a first-come, first-served basis. You should be prepared to present photo identification for admittance. If you are not a stockholder of record but hold shares as a beneficial owner in street name, you should provide proof of beneficial ownership as of the Record Date, such as your most recent account statement prior to March 10, 2009, a copy of the voting instruction card provided by your broker, bank, trustee or nominee, or other similar evidence of ownership.

Please let us know if you plan to attend the 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 internet, by indicating your plans when prompted.

The meeting will begin promptly at 2:00 p.m., local time. Check-in will begin at 12:30 p.m., local time, and you should allow ample time for the check-in procedures.

Q: Is the Annual Meeting going to be webcast?

A: For your convenience, we are pleased to offer a live webcast of our Annual Meeting on the Investor Relations section of our web site at investor.google.com.

Q: How can I vote my shares in person at the Annual Meeting?

A: Shares held in your name as the stockholder of record may be voted by you in person at the Annual Meeting. Shares held beneficially in street name may be voted by you in person at the Annual Meeting only if you obtain a legal proxy from the broker, bank, trustee or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the meeting.

Q: How can I vote my shares without attending the Annual Meeting?

A: Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting. If you are a stockholder of record, you may vote by proxy. You can vote by proxy over the internet by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can also vote by mail or telephone pursuant to instructions provided on the proxy card. If you hold shares beneficially in street name, you may also vote by proxy over the internet by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can also vote by telephone or mail by following the voting instruction card provided to you by your broker, bank, trustee or nominee.

Q: Can I change my vote?

A: You may change your vote at any time prior to the taking of the vote at the Annual Meeting. If you are the stockholder of record, you may change your vote by (1) granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method), (2) providing a written notice of revocation to Google's Corporate Secretary at Google Inc., 1600 Amphitheatre Parkway, Mountain View, CA 94043 prior to your shares being voted, or (3) attending the Annual Meeting and voting in person. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, bank, trustee or nominee following the instructions they provided, or, if you have obtained a legal proxy from your broker, bank, trustee or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person.

Q: Is my vote confidential?

A: Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Google or to third parties, except: (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote, and (3) to facilitate a successful proxy solicitation. Occasionally, stockholders provide on their proxy card written comments, which are then forwarded to Google management.

Q: How many shares must be present or represented to conduct business at the Annual Meeting?

A: The quorum requirement for holding the Annual Meeting and transacting business is that holders of a majority of the voting power of the issued and outstanding Class A and Class B common stock of Google (voting together as a single class) must be present in person or represented by proxy. Both abstentions and broker non-votes (described below) are counted for the purpose of determining the presence of a quorum.

Q: How are votes counted?

A: In the election of directors, you may vote "FOR" all or some of the nominees or your vote may be "WITHHELD" with respect to one or more of the nominees.

For the other items of business, you may vote "FOR," "AGAINST" or "ABSTAIN." If you elect to "ABSTAIN," the abstention has the same effect as a vote "AGAINST." If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. If no instructions are indicated, the shares will be voted as recommended by the board of directors.

Q: What is the voting requirement to approve each of the proposals?

A: In the election of directors, the ten persons receiving the highest number of affirmative "FOR" votes at the Annual Meeting will be elected.

The affirmative "FOR" vote of a majority of the votes cast on the proposal is required to approve (1) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2009, (2) the amendment to our 2004 Stock Plan to increase the number of shares of Class A common stock issuable under the plan by 8,500,000 shares, (3) the stockholder proposal regarding political contribution disclosure, (4) the stockholder proposal regarding internet censorship, and (5) the stockholder proposal regarding health care reform.

If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute "broker non-votes." Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered votes cast on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the meeting, assuming that a quorum is obtained. Abstentions are considered votes cast and thus have the same effect as votes against the matter.

Q: Is cumulative voting permitted for the election of directors?

A: No. You may not cumulate your votes for the election of directors.

Q: What happens if additional matters are presented at the Annual Meeting?

A: Other than the six items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Eric Schmidt, Patrick Pichette and David Drummond, or any of them, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any reason any of the nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the board of directors.

Q: Who will serve as inspector of elections?

A: The inspector of elections will be a representative from Computershare Trust Company, N.A.

Q: Who will bear the cost of soliciting votes for the Annual Meeting?

A: Google will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. If you choose to access the proxy materials and/or vote over the internet, you are responsible for internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. We also have hired Georgeson Inc. to assist us in the distribution of proxy materials and the solicitation of votes described above. We will pay Georgeson Inc. a fee of $750.00 plus customary costs and expenses for these services. Google has agreed to indemnify Georgeson Inc. against certain liabilities arising out of or in connection with its agreement to assist us with distributing proxy materials and soliciting votes.

Q: Where can I find the voting results of the Annual Meeting?

A: We intend to announce preliminary voting results at the Annual Meeting and publish final results in our Quarterly Report on Form 10-Q for the quarter ending June 30, 2009. We also plan to disclose the preliminary vote results and the final vote results on our web site at investor.google.com as soon as possible after the Annual Meeting.

Q: What is the deadline to propose actions for consideration at next year's Annual Meeting of stockholders or to nominate individuals to serve as directors?

A: Stockholder Proposals: Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to Google's Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2010 Annual Meeting of stockholders, the Corporate Secretary of Google must receive the written proposal at our principal executive offices no later than November 24, 2009; provided, however, that in the event that we hold our 2010 Annual Meeting of stockholders more than 30 days before or after the one-year anniversary date of the 2009 Annual Meeting, we will disclose the new deadline by which stockholders proposals must be received under Item 5 of our earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably calculated to inform stockholders. In addition, stockholder proposals must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be
addressed to:

Google Inc.

Attn: Corporate Secretary

1600 Amphitheatre Parkway

Mountain View, California 94043

Fax: (650) 618-1806

Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our bylaws provide that the only business that may be conducted at an annual meeting is business that is (1) specified in the notice of a meeting given by or at the direction of our board of directors, (2) otherwise properly brought before the meeting by or at the direction of our board of directors, or (3) properly brought before the meeting by a stockholder entitled to vote at the annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our bylaws. To be timely for our 2010 Annual Meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices:

• not earlier than the close of business on January 7, 2010, and

• not later than the close of business on February 8, 2010.

In the event that we hold our 2010 Annual Meeting of stockholders more than 30 days before or after the one-year anniversary date of the 2009 Annual Meeting, then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received not later than the close of business on the earlier of the following two dates:

• the 10^th day following the day on which notice of the meeting date is mailed, or

• the 10^th day following the day on which public disclosure of the meeting date is made.

If a stockholder who has notified us of his or her intention to present a proposal at an annual meeting does not appear to present his or her proposal at such meeting, we are not required to present the proposal for a vote at such meeting.

Nomination of Director Candidates: You may propose director candidates for consideration by our Nominating and Corporate Governance Committee. Any such recommendations should include the nominee's name and qualifications for membership on our board of directors and should be directed to the Corporate Secretary of Google at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see "Corporate Governance and Board of Directors Matters-Consideration of Director Nominees-Stockholder Recommendations and Nominees" on page 15.

In addition, our bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our bylaws. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time period described above under "Stockholder Proposals" for stockholder proposals that are not intended to be included in our proxy statement.

Copy of Bylaw Provisions: A copy of our bylaws is available at investor.google.com/bylaws.html. You may also contact our Corporate Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

Q: Can I participate in the question-and-answer portion of the Annual Meeting without attending the Annual Meeting?

Yes. This year we are using Google Moderator to make it very easy for stockholders to participate in the question-and-answer portion of the Annual Meeting. In the past only stockholders attending the Annual Meeting were able to ask questions. This year you will be able to use Google Moderator to help us pick the questions most relevant to our Annual Meeting. Please go to the Investor Relations section of our web site at investor.google.com in the days leading up to the Annual Meeting to vote for the questions you care about and submit your own.

During the question and answer period at the Annual Meeting, we will alternate between answering the questions asked by attendees at the Annual Meeting and the questions in the lead on Google Moderator at the time of the meeting (we will arrange for stockholders who are at the meeting in person to read these questions). We will answer as many questions as time permits.

* * * * *

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS

We are committed to maintaining the highest standards of business conduct and corporate governance, which we believe are essential to running our business efficiently, serving our stockholders well and maintaining our integrity in the marketplace. We have adopted a code of business conduct and ethics for directors, officers (including our principal executive officer and principal financial and accounting officer) and employees, known as the Google Code of Conduct. We have also adopted Corporate Governance Guidelines, which, in conjunction with our certificate of incorporation, bylaws and board committee charters, form the framework for Google's corporate governance. The Google Code of Conduct and our Corporate Governance Guidelines are available at investor.google.com. Google will post amendments to the Google Code of Conduct or waivers of the Google Code of Conduct for directors and executive officers on the same web site on which the Code is posted.

Stockholders may request free printed copies of the Google Code of Conduct, the Corporate Governance Guidelines and committee charters by filling out our contact form at investor.google.com or sending inquiries to:

Investor Relations

Google Inc.

1600 Amphitheatre Parkway

Mountain View, CA 94043

Email: irgoog@google.com

Board of Directors Independence

The board of directors has determined that each of the director nominees standing for election, except Eric Schmidt, Sergey Brin and Larry Page, has no relationship that, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is an "independent director" as defined in the Marketplace Rules of The NASDAQ Stock Market ("NASDAQ"). In determining the independence of our directors, the board of directors has adopted independence standards that mirror exactly the criteria specified by applicable laws and regulations of the SEC and the Marketplace Rules of NASDAQ. In determining the independence of our directors, the board of directors considered all transactions in which Google and any director had any interest, including those discussed under "Certain Relationships and Related Transactions" below, transactions involving payments made by Google to companies in the ordinary course of business where L. John Doerr, John L. Hennessy, Arthur D. Levinson, Paul S. Otellini or K. Ram Shriram serve on the board of directors or as a member of the executive management team of the other company, a transaction in which Google invested in another company in which L. John Doerr beneficially owned shares of the capital stock and transactions involving payments made by Google to educational institutions with which John L. Hennessy and Shirley M. Tilghman are affiliated.

Board of Directors Structure and Committee Composition

In 2008, our board of directors consisted of ten directors. Our board of directors has the following six standing committees: (1) an Audit Committee, (2) a Nominating and Corporate Governance Committee, (3) a Leadership Development and Compensation Committee, (4) an Executive Committee, (5) a Real Estate Committee, and (6) an Acquisition Committee. Each of the committees operates under a written charter adopted by the board of directors. All of the committee charters are available on our web site at investor.google.com/committees.html.

During 2008, the board of directors held seven meetings and acted by written consent once. Each director attended at least 75% of all board of directors and applicable committee meetings. We encourage our directors to attend our Annual Meeting of stockholders. Last year, seven directors attended Google's Annual Meeting of stockholders. The committee membership and meetings during 2008 and the function of each of the committees are described below.


Board of Directors	Audit Committee	Nominating and Corporate Governance Committee	Leadership Development and Compensation Committee	Executive Committee	Real Estate Committee	Acquisition Committee
Eric Schmidt				Chair	Chair	Chair
Sergey Brin				Member	Member	Member
Larry Page				Member	Member	Member
L. John Doerr	Member
John L. Hennessy		Member
Arthur D. Levinson			Member
Ann Mather	Chair				Member
Paul S. Otellini			Member
K. Ram Shriram	Member					Member
Shirley M. Tilghman		Member

Audit Committee

The main function of our Audit Committee, which was established in accordance with Section 3(a)(58)(A) of the Exchange Act, is to oversee our accounting and financial reporting processes, internal systems of control, independent auditor relationships and the audits of our financial statements. This committee's responsibilities include:

• Selecting and hiring our independent auditors.

• Evaluating the qualifications, independence and performance of our independent auditors.

• Approving the audit and non-audit services to be performed by our independent auditors.

• Reviewing the design, implementation, adequacy and effectiveness of our internal controls and our critical accounting policies.

• Overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters.

• Reviewing with management any earnings announcements and other public announcements regarding our results of operations.

• Reviewing regulatory filings with management and our auditors.

• Preparing any report the SEC requires for inclusion in our annual proxy statement.

During 2008, the Audit Committee held eight meetings. Our Audit Committee is currently comprised of Ann Mather, L. John Doerr and K. Ram Shriram, each of whom is a non-employee member of our board of directors. Our board of directors has determined that each of the directors serving on our Audit Committee is independent within the meaning of the rules of the SEC and the Marketplace Rules of NASDAQ.

The board of directors has determined that Ann Mather is an audit committee financial expert as defined under the rules of the SEC. Ann's relevant experience includes her service as Executive Vice President and Chief Financial Officer for Pixar. Prior to her services at Pixar, she was Executive Vice President and Chief Financial Officer at Village Roadshow Pictures. She also held various executive positions at The Walt Disney Company, including Senior Vice President of Finance and Administration for its Buena Vista International Theatrical Division. Ann serves as a director and a member of the audit committee of Central European Media Enterprises Group and as a director and chair of the audit committee of Glu Mobile Inc. She served as a director of Shopping.com until it was acquired by EBay and was chair of the audit committee and a member of the corporate governance and nominating committee. Ann is also on the board of directors of Zappos.com and Ariat International, Inc. Ann holds a Master's degree from Cambridge University.

The Audit Committee charter was amended on February 12, 2009 and a copy of this amended charter is attached hereto as Appendix A and is also available at investor.google.com/committee_audit.html. A free printed copy is available to any stockholder who requests it by following the instructions on page 10.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee's purpose is to assist our board of directors in identifying individuals qualified to become members of our board of directors consistent with criteria set by our board of directors and to develop our corporate governance principles. This committee's responsibilities include:

• Evaluating the composition, size, organization and governance of our board of directors and its committees, determining future requirements, and making recommendations regarding future planning, the appointment of directors to our committees and selection of chairs of these committees.

• Reviewing and recommending to our board of directors director independence determinations made with respect to continuing and prospective directors.

• Establishing a policy for considering stockholder nominees for election to our board of directors.

• Recommending ways to enhance communications and relations with our stockholders.

• Evaluating and recommending candidates for election to our board of directors.

• Overseeing our board of directors' performance and self-evaluation process and developing continuing education programs for our directors.

• Evaluating and recommending to the board of directors termination of service of individual members of the board of directors as appropriate, in accordance with governance principles, for cause or for other proper reasons.

• Making regular written reports to the board of directors.

• Reviewing and reexamining the committee's charter and making recommendations to the board of directors regarding any proposed changes.

• Reviewing annually the committee's own performance against responsibilities outlined in its charter and as otherwise established by the board of directors.

During 2008, the Nominating and Corporate Governance Committee held five meetings. Our Nominating and Corporate Governance Committee consists of John L. Hennessy and Shirley M. Tilghman, each of whom is a non-employee member of our board of directors. Our Nominating and Corporate Governance Committee does not have a chairperson. Our board of directors has determined that each of the directors serving on our Nominating and Corporate Governance Committee is independent as defined in the Marketplace Rules of NASDAQ.

The charter of the Nominating and Corporate Governance Committee is available at investor.google.com/committee_nominating.html. A free printed copy is available to any stockholder who requests it by following the instructions on page 10.

Leadership Development and Compensation Committee

The purpose of our Leadership Development and Compensation Committee (the "LDC Committee") is to oversee Google's compensation programs. The LDC Committee may form and delegate authority to subcommittees or, with respect to compensation for employees and consultants who are not Google officers for purposes of Section 16 of the Exchange Act, to Google officers, in either instance as the LDC Committee determines appropriate. The LDC Committee's responsibilities include:

• Reviewing and approving Google's general compensation strategy.

• Establishing annual and long-term performance goals for Google's CEO and other executive officers.

• Conducting and reviewing with the board of directors an annual evaluation of the performance of the CEO and other executive officers of Google.

• Evaluating the competitiveness of the compensation of the CEO and the other executive officers.

• Reviewing and making recommendations to the board of directors regarding the salary, bonuses, equity awards, perquisites and other compensation and benefit plans for the CEO.

• Reviewing and approving all salaries, bonuses, equity awards, perquisites and other compensation and benefit plans for the other executive officers of Google.

• Reviewing and approving the terms of any offer letters, employment agreements, termination agreements or arrangements, change-in-control agreements, indemnification agreements and other material agreements between Google and its executive officers.

• Acting as the administering committee for Google's stock and bonus plans and for any equity or cash compensation arrangements that may be adopted by Google from time to time.

• Providing oversight for Google's overall compensation plans and benefit programs, monitoring trends in executive and overall compensation and making recommendations to the board of directors with respect to improvements to such plans and programs or the adoption of new plans and programs.

• Reviewing and approving compensation programs as well as salaries, fees, bonuses and equity awards for non-employee members of the board of directors.

• Reviewing plans for the development, retention and succession of executive officers of Google.

• Reviewing executive education and development programs.

• Monitoring total equity usage for compensation and establishing appropriate equity dilution levels.

• Reporting regularly to the board of directors on the committee's activities.

• Reviewing and discussing with management the annual Compensation Discussion and Analysis (CD&A) disclosure regarding named executive officer compensation and, based on this review and discussions, making a recommendation to include the CD&A disclosure in Google's annual public filings.

• Preparing and approving the annual LDC Committee Report to be included in Google's annual public filings.

• Performing a review, at least annually, of the performance of the committee and its members and reporting to the board of directors on the results of this review.

• Investigating any matter brought to its attention, with full access to all Google books, records, facilities and employees and obtaining advice, reports or opinions from internal or external counsel and expert advisors in order to help it perform its responsibilities.

During 2008, the LDC Committee held six meetings and acted by written consent 16 times. Our LDC Committee currently consists of Arthur D. Levinson and Paul S. Otellini, each of whom is a non-employee member of our board of directors. Our LDC Committee does not have a chairperson. Each member of our LDC Committee is an "outside" director as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and a "non-employee" director within the meaning of Rule 16b-3 of the Exchange Act. Our board of directors has determined that each of the directors serving on our LDC Committee is independent as defined in the Marketplace Rules of NASDAQ.

The CD&A included in this proxy statement includes additional information regarding the LDC Committee's processes and procedures for considering and determining executive officer compensation.

The charter of the LDC Committee was amended on July 8, 2008 and a copy of the amended charter is attached hereto as Appendix B and is also available at investor.google.com/committee_leadership.html. A free printed copy is available to any stockholder who requests it by following the instructions on page 10.

Executive Committee

The Executive Committee, for which the board of directors adopted a formal charter in 2004, serves as an administrative committee of the board of directors to act upon and facilitate the consideration by senior management and the board of directors of certain high-level business and strategic matters. During 2008, the Executive Committee held four meetings and acted by written consent three times. Our Executive Committee consists of Eric Schmidt, Sergey Brin and Larry Page.

The charter of the Executive Committee is available at investor.google.com/committee_executive.html. A free printed copy is available to any stockholder who requests it by following the instructions on page 10.

Real Estate Committee

The Real Estate Committee, for which the board of directors adopted a formal charter in 2006, serves as an administrative committee of the board of directors to review, authorize and approve certain leases, purchases and divestitures of real property proposed by management. During 2008, the Real Estate Committee held no meetings and acted by written consent three times. Our Real Estate Committee consists of Eric Schmidt, Sergey Brin, Larry Page and Ann Mather.

The charter of the Real Estate Committee is available at investor.google.com/committee_real.html. A free printed copy is available to any stockholder who requests it by following the instructions on page 10.

Acquisition Committee

The Acquisition Committee, for which the board of directors adopted a formal charter in 2006, serves as an administrative committee of the board of directors to review and approve certain investment, acquisition and divestiture transactions proposed by management. During 2008, the Acquisition Committee held no meetings and acted by written consent once. Our Acquisition Committee consists of Eric Schmidt, Sergey Brin, Larry Page and K. Ram Shriram.

The charter of the Acquisition Committee is available at investor.google.com/committee_acquisition.html. A free printed copy is available to any stockholder who requests it by following the instructions on page 10.

Compensation Committee Interlocks and Insider Participation

During 2008, Arthur D. Levinson and Paul S. Otellini served on the LDC Committee. None of the members of the LDC Committee has been an officer or employee of Google. None of our executive officers serves on the board of directors or compensation committee of a company that has an executive officer that serves on our board of directors or the LDC Committee.

Chairman of the Board of Directors

Our current certificate of incorporation and bylaws provide that the chairman of our board of directors may not be an employee or officer of our company and may not have been an employee or officer for the last three years, unless the appointment is approved by two-thirds of the members of our board of directors. In April 2007, our board of directors unanimously appointed Eric Schmidt as chairman of the board of directors.

Lead Independent Director

In April 2007, our board of directors appointed John L. Hennessy as our Lead Independent Director. As Lead Independent Director, John's responsibilities include:

• Coordinating and moderating executive sessions of the board of directors' independent directors.

• Advising the chairman of the board of directors as to the quality, quantity and timeliness of the flow of information from management that is necessary for the independent directors to effectively and responsibly perform their duties.

• Acting as the principal liaison between the independent directors and the chairman of the board of directors on sensitive issues.

• Performing such other duties as the board of directors may from time to time delegate to the Lead Independent Director to assist the board of directors in the fulfillment of its responsibilities.

Consideration of Director Nominees

Stockholder Recommendations and Nominees

The policy of our Nominating and Corporate Governance Committee is to consider properly submitted recommendations for candidates to the board of directors from stockholders. In evaluating such recommendations, the Nominating and Corporate Governance Committee seeks to achieve a balance of experience, knowledge, integrity and capability on the board of directors and to address the membership criteria set forth under "Director Qualifications" below. Any stockholder recommendations for consideration by the Nominating and Corporate Governance Committee should include the candidate's name, biographical information, information regarding any relationships between the candidate and Google within the last three years, at least three personal references, a statement of recommendation of the candidate from the stockholder, a description of the shares of Google beneficially owned by the stockholder, a description of all arrangements between the candidate and the recommending stockholder and any other person pursuant to which the candidate is being recommended, a written indication of the candidate's willingness to serve on the board and a written indication to provide such other information as the Nominating and Corporate Governance Committee may reasonably request. There are no differences in the manner in which the Nominating and Corporate Governance Committee evaluates nominees for director based on whether the nominee is recommended by a stockholder or otherwise. Stockholder recommendations to the board of directors should be sent to:

Google Inc.

Attn: Corporate Secretary

1600 Amphitheatre Parkway

Mountain View, CA 94043

In addition, our bylaws permit stockholders to nominate directors for consideration at an annual meeting. For a description of the process for nominating directors in accordance with our bylaws, see "Questions and Answers about the Proxy Materials and the Annual Meeting-What is the deadline to propose actions for consideration at next year's Annual Meeting of stockholders or to nominate individuals to serve as directors?" on page 8.

Director Qualifications

Our Nominating and Corporate Governance Committee will evaluate and recommend candidates for membership on the board of directors consistent with criteria established by the committee. The Nominating and Corporate Governance Committee has not formally established any specific, minimum qualifications that must be met by each candidate for the board of directors or specific qualities or skills that are necessary for one or more of the members of the board of directors to possess. However, the Nominating and Corporate Governance Committee, when considering a potential non-incumbent candidate, will factor into its determination the following qualities of a candidate: professional experience, educational background, including whether the person is a current or former CEO or CFO of a public company or the head of a division of a large international organization, knowledge of our business, integrity, professional reputation, independence, wisdom and ability to represent the best interests of our stockholders.

Identification and Evaluation of Nominees for Directors

Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating nominees for director. Our Nominating and Corporate Governance Committee regularly assesses the appropriate size and composition of the board of directors, the needs of the board of directors and the respective committees of the board of directors and the qualifications of candidates in light of these needs. Candidates may come to the attention of the Nominating and Corporate Governance Committee through stockholders, management, current members of the board of directors or search firms. The evaluation of these candidates may be based solely upon information provided to the committee or may also include discussions with persons familiar with the candidate, an interview of the candidate or other actions the committee deems appropriate, including the use of third parties to review candidates.

Executive Sessions

Executive sessions of independent directors are held in connection with each regularly scheduled board of directors meeting and at other times as necessary and are chaired by the Lead Independent Director. The board of directors' policy is to hold executive sessions without the presence of management, including the chief executive officer and other non-independent directors. The committees of the board of directors also generally meet in executive session at the end of each committee meeting, except for meetings of the Executive Committee, Real Estate Committee and Acquisition Committee as these committees have only one or no independent directors.

Outside Advisors

Our board of directors and each of its committees may retain outside advisors and consultants of their choosing at our expense. The board of directors need not obtain management's consent to retain outside advisors.

Board Effectiveness

Our board of directors performs an annual self-assessment, led by the Lead Independent Director, to evaluate its effectiveness in fulfilling its obligations.

Communications with the Board of Directors

Stockholders may contact the board of directors about bona fide issues or questions about Google by sending an email to directors@google.com or by writing the Corporate Secretary at the following address:

Google Inc.

Attn: Corporate Secretary

1600 Amphitheatre Parkway

Mountain View, CA 94043

Any matter intended for the board of directors, or for any individual member or members of the board of directors, should be directed to the email address or street address noted above, with a request to forward the communication to the intended recipient or recipients. In general, any stockholder communication delivered to the Corporate Secretary for forwarding to the board of directors or specified member or members will be forwarded in accordance with the stockholder's instructions.

Common Stock and Dividends

Google is listed on The Nasdaq Global Select Market, under the ticker symbol "GOOG." We have never declared or paid any cash dividend on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future.

Headquarters Information

Our headquarters are located at 1600 Amphitheatre Parkway, Mountain View, California 94043 and the telephone number at that location is (650) 253-0000.

* * * * *

DIRECTOR COMPENSATION

We do not currently compensate our directors in cash for their service as members of our board of directors. We reimburse our directors for reasonable expenses in connection with attendance at board of directors and committee meetings. Additionally, our directors who are not our employees are eligible to receive, and have received, equity awards under our stock plans. Eric, Larry and Sergey, who are employees of Google, do not receive any compensation for their services as members of our board of directors. We did not grant any equity awards to our directors in 2008.

Compensation for 2008

The following table summarizes compensation paid to non-employee directors during 2008. We did not pay any cash compensation to our non-employee directors in 2008.


Name	Stock Awards ($)⁽¹⁾	Option Awards ($)⁽²⁾	Total ($)
L. John Doerr.....................................................................................	-	-	-
John L. Hennessy⁽³⁾.............................................................................	-	196,285	196,285
Arthur D. Levinson⁽⁴⁾............................................................................	-	189,606	189,606
Ann Mather⁽⁵⁾......................................................................................	257,415	157,104	414,519
Paul S. Otellini⁽⁶⁾.................................................................................	-	189,606	189,606
K. Ram Shriram.................................................................................	-	-	-
Shirley M. Tilghman⁽⁷⁾..........................................................................	238,173	114,092	352,265

⁽¹⁾ The amounts in the stock awards column reflect the accounting charge taken in 2008 for Google Stock Units ("GSUs") awards, and are not necessarily an indication of which directors received the most gains from previously-granted equity awards. Accounting costs are determined, as required, under Statement of Financial Accounting Standards No. 123(R), Share-Based Payment ("SFAS 123R"). For a more detailed discussion on the compensation charges for our GSUs, refer to notes 1 and 12 to the consolidated financial statements contained in our 2008 Annual Report on Form 10-K filed on February 13, 2009.

⁽²⁾ The amounts in the option awards column reflect the accounting charge taken in 2008 for option awards and are not necessarily an indication of which directors received the most gains from previously-granted equity awards. Accounting costs are determined, as required, under SFAS 123R. For a more detailed discussion on the valuation model and assumptions used to calculate the fair value of our options, refer to notes 1 and 12 to the consolidated financial statements contained in our 2008 Annual Report on Form 10-K filed on February 13, 2009.

⁽³⁾ At December 31, 2008, John L. Hennessy held options to purchase 17,750 shares of Class B common stock.

⁽⁴⁾ At December 31, 2008, Arthur D. Levinson held options to purchase 17,334 shares of Class B common stock.

⁽⁵⁾ At December 31, 2008, Ann Mather held 1,880 GSUs and options to purchase 12,000 shares of Class A common stock.

⁽⁶⁾ At December 31, 2008, Paul S. Otellini held options to purchase 17,334 shares of Class B common stock.

⁽⁷⁾ At December 31, 2008, Shirley M. Tilghman held 2,400 GSUs and options to purchase 12,000 shares of Class A common stock.

Standard Board Compensation Arrangements

Subject to the approval of our board of directors and the LDC Committee, we typically grant equity awards to new non-employee directors when they commence service as a member of our board of directors, consisting of options and GSUs. The number of options and GSUs we grant varies depending on market-competitive practices at the time the grant is determined as well as the value of the awards at that time. The shares underlying options granted to our directors typically vest at the rate of 1/5th on the date one year after each of them commenced service as a member of the board of directors and an additional 1/60th each month thereafter, subject to continued service on the board of directors on the applicable vesting date. Each GSU entitles the holder to receive one share of our Class A common stock as the GSU vests. The GSUs typically vest at the rate of 1/5th on the date one year after a director commenced service as a member of the board of directors and an additional 1/20th each quarter thereafter, subject to continued service on the board of directors on the applicable vesting date. All options and GSUs are granted under and subject to the terms and conditions of our 2004 Stock Plan and its related grant agreements.

* * * * *

PROPOSAL NUMBER 1

ELECTION OF DIRECTORS

The Nominating and Corporate Governance Committee recommended, and the board of directors nominated, Eric Schmidt, Sergey Brin, Larry Page, L. John Doerr, John L. Hennessy, Arthur D. Levinson, Ann Mather, Paul S. Otellini, K. Ram Shriram and Shirley M. Tilghman as nominees for election as members of our board of directors at the Annual Meeting. At the Annual Meeting, ten directors will be elected to the board of directors. Except as set forth below, unless otherwise instructed, the persons appointed in the accompanying form of proxy will vote the proxies received by them for the nominees named below, who are all presently directors of Google. In the event that any nominee becomes unavailable or unwilling to serve as a member of our board of directors, the proxy holders will vote in their discretion for a substitute nominee. The term of office of each person elected as a director will continue until the next annual meeting or until a successor has been elected and qualified, or until the director's earlier death, resignation or removal.

The following information provided with respect to the principal occupation, affiliations and business experience during the last five years for each of the nominees has been furnished to us by such nominees.

Nominees

The name and certain information regarding each nominee as of December 31, 2008 are set forth below. There are no family relationships among any directors or executive officers of Google.


Name	Age	Current Position with Google
Eric Schmidt.....................................................................	53	Chairman of the Board of Directors and Chief Executive Officer
Sergey Brin.......................................................................	35	President, Technology and Director
Larry Page........................................................................	36	President, Products and Director
L. John Doerr.....................................................................	57	Director
John L. Hennessy..............................................................	56	Lead Independent Director
Arthur D. Levinson.............................................................	58	Director
Ann Mather.......................................................................	48	Director
Paul S. Otellini..................................................................	58	Director
K. Ram Shriram.................................................................	51	Director
Shirley M. Tilghman...........................................................	62	Director

Eric Schmidt has served as our Chief Executive Officer since July 2001, as the chairman of our board of directors since April 2007, and as a member of our board of directors since March 2001. Eric also served as chairman of our board of directors from March 2001 to April 2004. Since April 2004, Eric has also served as chairman of the Executive Committee of our board of directors. Prior to joining us, from April 1997 to November 2001, Eric served as chairman of the board of directors of Novell, Inc., a computer networking company, and, from April 1997 to July 2001, as the Chief Executive Officer of Novell. Eric is a director of Apple Inc., a designer, manufacturer and marketer of personal computers and related products. Eric holds a Bachelor of Science degree in electrical engineering from Princeton University and a Master's degree and Ph.D. in computer science from the University of California at Berkeley.

Sergey Brin, one of our founders, has served as a member of our board of directors since our inception in September 1998 and as our President, Technology since July 2001. From September 1998 to July 2001, Sergey served as our President and chairman of our board of directors. Sergey holds a Master's degree in computer science from Stanford University and a Bachelor of Science degree with high honors in mathematics and computer science from the University of Maryland at College Park.

Larry Page, one of our founders, has served as a member of our board of directors since our inception in September 1998 and as our President, Products since July 2001. From September 1998 to July 2001, Larry served as our Chief Executive Officer and from September 1998 to July 2002 as our Chief Financial Officer. Larry holds a Master's degree in computer science from Stanford University and a Bachelor of Science degree in engineering, with a concentration in computer engineering, from the University of Michigan.

L. John Doerr has served as a member of our board of directors since May 1999. John has been a General Partner of Kleiner Perkins Caufield & Byers, a venture capital firm, since August 1980. John is also a director of Amazon.com, Inc., an internet retail company. John was a director of Move, Inc., a provider of real estate media and technology solutions, until June 2008. John holds a Masters of Business Administration degree from Harvard Business School and a Masters of Science degree in electrical engineering and computer science and a Bachelor of Science degree in electrical engineering from Rice University.

John L. Hennessy has served as a member of our board of directors since April 2004 and as Lead Independent Director since April 2007. Since September 2000, John has served as the President of Stanford University. From 1994 to August 2000, John held various positions at Stanford, including Dean of the Stanford University School of Engineering and Chair of the Stanford University Department of Computer Science. John has been a member of the board of directors of Cisco Systems, Inc., a networking equipment company, since January 2002 and chairman of the board of directors of Atheros Communications, Inc., a wireless semiconductor company, since May 1998. John holds a Master's degree and a Doctoral degree in computer science from the State University of New York, Stony Brook and a Bachelor of Science degree in electrical engineering from Villanova University.

Arthur D. Levinson has served as a member of our board of directors since April 2004. Since July 1995, Art has served as the Chief Executive Officer and as a member of the board of directors of Genentech, Inc., a biotechnology company, and has served as its chairman since September 1999. Prior to 1999, Art held various executive positions at Genentech, including Senior Vice President of R&D. Art has been a member of the board of directors of Apple Inc., a designer, manufacturer and marketer of personal computers and related products, since 2000. Art was a Postdoctoral Fellow in the Department of Microbiology at the University of California, San Francisco. Art holds a Ph.D. in biochemistry from Princeton University and a Bachelor of Science degree in molecular biology from the University of Washington.

Ann Mather has served as a member of our board of directors since November 2005. Since September 2005, Ann has been a director of Glu Mobile Inc., a publisher of mobile games, and serves as chair of its audit committee. Since April 2004, Ann has been a director of Central European Media Enterprises Group, a developer and operator of national commercial television channels and stations in Central and Eastern Europe, and serves on its audit committee. Ann is also a director of Zappos.com, a privately held, online retailer, and Ariat International, Inc, a privately held manufacturer of footwear for equestrian athletes. From 1999 to 2004, Ann was Executive Vice President and Chief Financial Officer of Pixar, a computer animation studio. Prior to her service at Pixar, she was Executive Vice President and Chief Financial Officer at Village Roadshow Pictures, the film production division of Village Roadshow Limited. From 1993 to 1999, she held various executive positions at The Walt Disney Company, including Senior Vice President of Finance and Administration for its Buena Vista International Theatrical Division. Ann holds a Master of Arts degree from Cambridge University.

On April 23, 2008, Ann was advised by the staff of the Los Angeles office of the SEC that it intends to recommend that the SEC initiate a civil proceeding against her, alleging violation of federal securities laws related to certain stock option transactions involving her former employer, Pixar Animation Studios. The staff's recommendation arises out of Ann's prior employment as Chief Financial Officer of Pixar, and not her service as a director of Google.

Paul S. Otellini has served as a member of our board of directors since April 2004. Paul has served as the Chief Executive Officer and President of Intel Corporation, a semiconductor manufacturing company, since May 2005. Paul has been a member of the board of directors of Intel since 2002. He also served as Intel's Chief Operating Officer from 2002 to May 2005. From 1974 to 2002, Paul held various positions at Intel, including Executive Vice President and General Manager of the Intel Architecture Group and Executive Vice President and General Manager of the Sales and Marketing Group. Paul holds a Master's degree from the University of California at Berkeley and a Bachelor's degree in economics from the University of San Francisco.

K. Ram Shriram has served as a member of our board of directors since September 1998. Since January 2000, Ram has served as managing partner of Sherpalo, an angel venture investment company. Prior to that, from August 1998 to September 1999, Ram served as Vice President of Business Development at Amazon.com, Inc., an internet retail company. Prior to that, Ram served as President at Junglee Corporation, a provider of database technology, acquired by Amazon.com in 1998. Ram was an early member of the executive team at Netscape Communications Corporation. Ram holds a Bachelor of Science degree from the University of Madras, India.

Shirley M. Tilghman has served as a member of our board of directors since October 2005. Since June 2001, Shirley has served as the President of Princeton University. From August 1986 to June 2001, she served as a Professor at Princeton University and from August 1988 to June 2001 as an Investigator at Howard Hughes Medical Institute. Shirley holds a Ph.D. in biochemistry from Temple University and an Honors Bachelor of Science degree in chemistry from Queen's University.

Required Vote

The ten nominees receiving the highest number of affirmative "FOR" votes shall be elected as directors. Unless marked to the contrary, proxies received will be voted "FOR" these nominees.

Recommendation

Our board of directors recommends a vote FOR the election to the board of directors of each of the foregoing nominees.

* * * * *

PROPOSAL NUMBER 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the board of directors has appointed Ernst & Young LLP as the independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2009. During 2008, Ernst & Young LLP served as our independent registered public accounting firm and also provided certain tax and audit-related services. See "Independent Public Accountants" on page 59. Notwithstanding its selection, the Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interests of Google and its stockholders. If the appointment is not ratified by our stockholders, the Audit Committee may reconsider whether it should appoint another independent registered public accounting firm. Representatives of Ernst & Young LLP are expected to attend the Annual Meeting, where they will be available to respond to appropriate questions and, if they desire, to make a statement.

Required Vote

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2009 requires the affirmative "FOR" vote of a majority of the votes cast on the proposal. Unless marked to the contrary, proxies received will be voted "FOR" ratification of the appointment of Ernst & Young LLP.

Recommendation

Our board of directors recommends a vote FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2009.

* * * * *

PROPOSAL NUMBER 3

APPROVAL OF AN AMENDMENT TO GOOGLE'S 2004 STOCK PLAN

At the Annual Meeting, stockholders will be asked to approve an amendment to the Google Inc. 2004 Stock Plan (the "Plan") in order to increase the maximum number of shares of our Class A common stock that may be issued under the Plan by 8,500,000 shares.

In February 2009, the LDC Committee recommended, and in March 2009 the full board of directors adopted, subject to stockholder approval, an amendment to the Plan to increase the share reserve by 8,500,000 shares of Class A common stock. Our stockholders have previously authorized us to issue under the Plan up to a total of 28,931,660 shares of Class A common stock, subject to adjustment upon certain changes in our capital structure.

The LDC Committee and the full board of directors believe that in order to successfully attract and retain the best possible candidates, we must continue to offer a competitive equity incentive program. As of December 31, 2008, 9,290,955 shares of our Class A common stock remained available for future grant of stock awards under the Plan, a number that the LDC Committee and the full board of directors believes to be insufficient to meet our anticipated needs. Therefore, the LDC Committee recommended, and the full board of directors approved, subject to stockholder approval, an amendment to increase the maximum number of shares of Class A common stock issuable under the Plan by 8,500,000 shares to a total of 37,431,660 shares of our Class A common stock, subject to adjustment upon certain changes in our capital structure.

As amended, the Plan will also provide for certain vesting acceleration of stock options, restricted stock, stock appreciation rights, performance units, performance shares, restricted stock units (which we refer to as Google Stock Units) and other stock based awards (each, an "award") held by participants upon their death, in the event they are continuing to provide services to us at such time. More specifically, all participants who are not officers within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16 Officers") at the time of their death, provided they were continuing to provide services to us at such time, will be entitled upon their death to full vesting acceleration of all unvested awards. All participants who are Section 16 Officers at the time of their death will not be entitled to such vesting acceleration, although their vested options and stock appreciation rights will remain exercisable following their death in accordance with the Plan.

Stockholder approval is not required to amend the Plan to provide for the vesting acceleration of awards upon the death of a participant for all non-Section 16 Officers. Therefore, in the event stockholder approval is not obtained for the increase in the maximum number of shares of our Class A common stock that may be issued under the Plan, the Plan will be amended solely with respect to such vesting acceleration.

Summary of the Plan

The following summary of the Plan is qualified in its entirety by the specific language of the Plan as proposed to be amended, which is included in this proxy statement as Appendix C.

General. Our board of directors originally adopted the Plan in April 2004, and it was subsequently approved by our stockholders in June 2004. In April 2005, our board of directors approved an amendment and restatement of the Plan and stockholders approved the amended and restated Plan in May 2005. In March 2006, our board of directors adopted an amendment to the Plan to increase the share reserve by 4,500,000 shares of Class A common stock and our stockholders approved the amendment in May 2006. In March 2007, our board of directors adopted an amendment to the Plan to increase the share reserve by 4,500,000 shares of Class A common stock and our stockholders approved the amendment in May 2007. In January 2008, our board of directors adopted an amendment to the Plan to increase the share reserve by 6,500,000 of Class A Common Stock and our stockholders approved the amendment in May 2008. The Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Code, to our employees and nonstatutory stock options, restricted stock, stock appreciation rights, performance units, performance shares, GSUs and other stock based awards to our employees, directors and consultants. The purpose of the Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to our employees, directors and consultants and employees and consultants of our parent and subsidiary companies and to promote the success of our business.

Common Stock Available Under the Plan. Assuming stockholders approve this proposal, a total of 37,431,660 shares of Class A common stock will have been reserved for issuance pursuant to the Plan. On December 31, 2008, options to purchase a total of 13,945,370 shares and GSUs representing the right to acquire 3,268,089 shares of our Class A common stock were outstanding under the Plan. The outstanding stock options had a weighted average exercise price of $391.40 per share. On December 31, 2008, 9,290,955 shares of our Class A common stock remained available for future issuance under our Plan.

If an award expires or is terminated or canceled without having been exercised or settled in full, or is forfeited back to or repurchased by us, the terminated portion of the award (or forfeited or repurchased shares subject to the award) will become available for future grant or sale under the Plan (unless the Plan has terminated). Shares are not deemed to be issued under the Plan with respect to any portion of an award that is settled in cash or to the extent such shares are withheld in satisfaction of tax withholding obligations. If the exercise or purchase price of an award is paid for through the tender of shares, or tax withholding obligations are met through the tender or withholding of shares, those shares tendered or withheld will again be available for issuance under the Plan. However, shares that have actually been transferred to a financial institution or other person or entity selected by the Plan administrator will not be returned to the Plan and will not be available for future distribution under the Plan.

Administration of the Plan. Our board of directors, or one or more committees appointed by our board of directors, will administer our Plan (the "administrator"). In the case of awards intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code, the LDC Committee will consist of two or more "outside directors" within the meaning of Section 162(m) of the Code to enable us to receive a federal tax deduction for certain compensation paid under the Plan. The administrator has the power to determine the terms of the awards, including the exercise price (which may be changed by the administrator after the date of grant), the number of shares subject to each award (subject to the limits under the Plan), the exercisability of the awards and the form of consideration payable upon exercise. The administrator also has the power to implement an award exchange program, an award transfer program (whereby awards may be transferred to a financial institution or other person or entity selected by the Plan administrator), and a program through which participants may reduce cash compensation payable in exchange for awards, and to create other stock based awards that are valued in whole or in part by reference to (or are otherwise based on) shares of our Class A common stock (or the cash equivalent of such shares).

Eligibility. Nonstatutory stock options, restricted stock, stock appreciation rights, performance units, performance shares, GSUs and other stock based awards may be granted under the Plan to our employees, directors and consultants, and employees and consultants of any of our parent or subsidiary corporations. Incentive stock options may be granted only to employees. As of December 31, 2008, we had 20,222 employees, ten directors (including three employee directors) and 3,238 consultants and temporary workers.

Limitations. Section 162(m) of the Code places limits on the deductibility for federal income tax purposes of compensation paid to certain of our executive officers. In order to preserve our ability to deduct the compensation income associated with certain awards granted to such persons, the Plan provides that no service provider may be granted, in any fiscal year, options and/or stock appreciation rights to purchase more than an aggregate of 1,000,000 shares of Class A common stock and an aggregate of 500,000 restricted stock awards, GSUs, performance units and/or performance shares.

Options. A stock option is the right to purchase shares of our Class A common stock at a fixed exercise price for a fixed period of time. Each option is evidenced by a stock option agreement and is subject to the following terms and conditions:

Number of Options. The administrator will determine the number of shares granted to any eligible individual pursuant to a stock option.

Exercise Price. The administrator will determine the exercise price of options granted under our Plan at the time the options are granted, but with respect to nonstatutory stock options intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code and all incentive stock options, the exercise price generally must be at least equal to the fair market value of our Class A common stock on the date of grant. The exercise price of an incentive stock option granted to a 10% stockholder may not be less than 110% of the fair market value on the date such option is granted. The fair market value of our Class A common stock generally is determined with reference to the closing sale price for our Class A common stock (or the closing bid if no sales were reported) on the day the option is granted. As of December 31, 2008, the closing price of our Class A common stock as reported on The Nasdaq Global Select Market was $307.65 per share.

Exercise of Option; Form of Consideration. The administrator determines when options become exercisable, and may in its discretion, accelerate the vesting of any outstanding option. The means of payment for shares issued upon exercise of an option is specified in each option agreement. To the extent permitted by applicable law, the Plan permits payment to be made by cash, check, promissory note, other shares of our Class A common stock (with some restrictions), cashless exercises, a reduction in the amount of our liability to the participant, any combination of the prior methods of payment or any other form of consideration permitted by applicable law.

Term of Option. The term of stock options will be stated in the stock option agreement. However, the term of an incentive stock option may not exceed ten years, except that with respect to any participant who owns 10% of the voting power of all classes of our outstanding capital stock, the term must not exceed five years. No option may be exercised after the expiration of its term.

Termination of Service. After termination of service, an option holder may exercise his or her option for the period of time determined by the administrator and stated in the option agreement. In the absence of a time specified in a participant's award agreement, a participant may exercise the option within three months of such termination, to the extent that the option is vested on the date of termination (but in no event later than the expiration of the term of such option as set forth in the option agreement), unless such participant's service terminates due to the participant's death or disability, in which case the participant or, if the participant has died, the participant's estate, beneficiary designated in accordance with the administrator's requirements or the person who acquires the right to exercise the option by bequest or inheritance may exercise the option, to the extent the option was vested on the date of termination (or to the extent the vesting is accelerated upon the participant's death), within one year from the date of such termination.

Nontransferability of Options. Unless otherwise determined by the administrator, options granted under the Plan are not transferable other than by will or the laws of descent and distribution, and may be exercised during the optionee's lifetime only by the optionee. However, the administrator may at any time implement an award transfer program (whereby awards may be transferred to a financial institution or other person or entity selected by the Plan administrator). In April 2007, we initiated a transferable stock option program for options granted under the Plan, pursuant to which eligible employees are able to sell vested stock options to participating financial institutions as an alternative to exercising options in the traditional method and then selling the underlying shares.

Stock Appreciation Rights. A stock appreciation right is the right to receive the appreciation in the fair market value of our Class A common stock between the exercise date and the date of grant, for that number of shares of our Class A common stock with respect to which the stock appreciation right is exercised. We may pay the appreciation in either cash, in shares of our Class A common stock with equivalent value, or in some combination, as determined by the administrator. Each award of stock appreciation rights is evidenced by an award agreement specifying the terms and conditions of the award. The administrator determines the exercise price of stock appreciation rights, the vesting schedule and other terms and conditions of stock appreciation rights. The administrator also determines the number of shares granted to a service provider pursuant to a stock appreciation right.

After termination of service, a participant will be able to exercise the vested portion of his or her stock appreciation right (including the unvested portion that may be accelerated upon the participant's death) for the period of time stated in the award agreement. If no such period of time is stated in a participant's award agreement, a participant will generally be able to exercise his or her stock appreciation right for (i) three months following his or her termination for reasons other than death or disability, and (ii) one year following his or her termination due to death or disability. In no event will a stock appreciation right be exercised later than the expiration of its term.

Restricted Stock. Restricted stock awards are awards of shares of our Class A common stock that vest in accordance with terms and conditions established by the administrator. The administrator may impose whatever conditions to vesting it determines to be appropriate including, if the administrator has determined it is desirable for the award to qualify as "performance-based compensation" for purposes of Section 162(m) of the Code, that the restricted stock will vest based on the achievement of performance goals. Each award of restricted stock is evidenced by an award agreement specifying the terms and conditions of the award. The administrator will determine the number of shares of restricted stock granted to any employee. The administrator also determines the purchase price of any grants of restricted stock and, unless the administrator determines otherwise, shares that do not vest typically will be subject to forfeiture or to our right of repurchase, which we may exercise upon the voluntary or involuntary termination of the purchaser's service with us for any reason including death or disability.

Google Stock Units. GSUs are awards of restricted stock, performance shares or performance units that are paid out in installments or on a deferred basis. The administrator determines the terms and conditions of GSUs. Each GSU award will be evidenced by an award agreement that will specify terms and conditions as the administrator may determine in its sole discretion, including, without limitation whatever conditions to vesting it determines to be appropriate. As with awards of restricted stock, performance shares and performance units, the administrator may set restrictions with respect to the GSUs based on the achievement of specific performance goals. The administrator also determines the number of shares granted pursuant to a GSU award.

Performance Shares and Performance Units. Performance units and performance shares are awards that will result in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. The administrator will establish performance goals in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants. The performance goals may be based upon the achievement of company-wide, divisional or individual goals (including solely continued service), applicable securities laws or other basis determined by the administrator. Payment for performance units and performance shares may be made in cash or in shares of our Class A common stock with equivalent value, or in some combination, as determined by the administrator. Performance units will have an initial dollar value established by the administrator prior to the grant date. Performance shares will have an initial value equal to the fair market value of our Class A common stock on the grant date. The administrator also determines the number of performance shares and performance units granted to any employee. Each performance unit and performance share is evidenced by an award agreement, and is subject to the terms and conditions determined by the administrator.

Other Stock Based Awards. The administrator has the authority to create awards under the Plan in addition to those specifically described in the Plan. These awards must be valued in whole or in part by reference to, or must otherwise be based on, the shares of our Class A common stock (or the cash equivalent of such shares). These awards may be granted either alone, in addition to, or in tandem with, other awards granted under the Plan and/or cash awards made outside the Plan. Each other stock based award will be evidenced by an award agreement that will specify terms and conditions as the administrator may determine.

Vesting Acceleration Upon Death. If a participant's service terminates due to the death of the participant, and if at the time of the participant's death the participant is not a Section 16 Officer, all unvested awards held by the participant will immediately accelerate in full upon the participant's death, and with respect to options and stock appreciation rights, become exercisable. Participants who are Section 16 Officers at the time of their termination of service due to death are not eligible for such vesting acceleration.

Transferability of Awards. Unless the administrator determines otherwise, our Plan does not allow for the transfer of awards other than by will, by the laws of descent and distribution, or pursuant to an award transfer program which the administrator has reserved the discretion to implement from time to time, and only the participant may exercise an award during his or her lifetime.

Performance Goals. As discussed above, under Section 162(m) of the Code, the annual compensation paid to the chief executive officer, the chief financial officer and each of the other three most highly compensated executive officers (our named executive officers) may not be deductible to the extent it exceeds $1,000,000. However, we are able to preserve the deductibility of compensation in excess of $1,000,000 if the conditions of Section 162(m) of the Code are met. These conditions include stockholder approval of the Plan, setting limits on the number of awards that any individual may receive, and for awards other than options and stock appreciation rights, establishing performance criteria that must be met before the award actually will vest or be paid. The administrator (in its discretion) may make performance goals applicable to a participant. One or more of the following performance goals may apply: annual revenue, cash position, controllable profits, customer satisfaction MBOs, earnings per share, individual objectives, net income, new orders, operating cash flow, operating income, return on assets, return on equity, return on sales, and total stockholder return. The performance goals may differ from participant to participant and from award to award. Any criteria used may be measured, as applicable, in absolute terms or in relative terms (including passage of time and/or against another company or companies), on a per-share basis, against the performance of the company as a whole or any segment of the company, and on a pre-tax or after-tax basis.

Adjustments upon Changes in Capitalization. In the event that our stock changes by reason of any dividend (excluding an ordinary dividend) or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of our securities, or other similar change in our capital structure, the administrator will make the adjustments to the number and class of shares of Class A common stock subject to the Plan, the maximum number of shares of Class A common stock that may be issued to any individual in any fiscal year pursuant to awards, and the number, class and price of shares of Class A common stock subject to any outstanding award.

Adjustments upon Liquidation or Dissolution. In the event of our liquidation or dissolution, any unexercised award will terminate. The administrator may, in its sole discretion, provide that each participant will have the right to exercise all or any part of the award, including shares as to which the award would not otherwise be exercisable.

Adjustments upon Merger or Change in Control. Our Plan provides that in the event of a merger with or into another corporation or our "change in control," including the sale of all or substantially all of our assets, the successor corporation will assume or substitute an equivalent award for each outstanding award. Unless determined otherwise by the administrator, any outstanding options or stock appreciation rights not assumed or substituted for will be fully vested and exercisable, including as to shares that would not otherwise have been vested and exercisable, for a period of up to 15 days from the date of notice to the holder of such award. The option or stock appreciation right will terminate at the end of such period. Unless determined otherwise by the administrator, any restricted stock, performance shares, performance units, GSUs or other stock based awards not assumed or substituted for will be fully vested as to all of the shares subject to the award, including shares which would not otherwise be vested. In the event an outside director is terminated immediately prior to or following a change in control, other than pursuant to a voluntary resignation, the awards he or she received under the Plan will fully vest and become immediately exercisable.

Amendment and Termination of Our Plan. Our Plan will automatically terminate in 2014, unless we terminate it sooner. In addition, our board of directors has the authority to amend, suspend or terminate our Plan provided it does not adversely affect any award previously granted under our Plan.

Plan Benefits

The amount and timing of awards granted under the Plan are determined in the sole discretion of the administrator and therefore cannot be determined in advance. The future awards that would be received under the Plan by executive officers and other employees are discretionary and are therefore not determinable at this time.

U.S. Federal Income Tax Information

Incentive Stock Options. An optionee who is granted an incentive stock option does not recognize taxable income at the time the option is granted or upon its exercise, although the exercise is an adjustment item for alternative minimum tax purposes and may subject the optionee to the alternative minimum tax. Upon a disposition of the shares more than two years after grant of the option and one year after exercise of the option, any gain or loss is treated as long-term capital gain or loss. If these holding periods are not satisfied, the optionee recognizes ordinary income at the time of disposition equal to the difference between the exercise price and the lower of (i) the fair market value of the shares at the date of the option exercise, or (ii) the sale price of the shares. Any gain or loss recognized on such a premature disposition of the shares in excess of the amount treated as ordinary income is treated as long-term or short-term capital gain or loss, depending on the holding period. Unless limited by Section 162(m) of the Code, we are generally entitled to a deduction in the same amount as the ordinary income recognized by the optionee.

Nonstatutory Stock Options. An optionee does not recognize any taxable income at the time he or she is granted a nonstatutory stock option. Upon exercise, the optionee recognizes taxable income generally measured by the excess of the then fair market value of the shares over the exercise price. Any taxable income recognized in connection with an option exercise by an employee is subject to tax withholding. Unless limited by Section 162(m) of the Code, we are generally entitled to a deduction in the same amount as the ordinary income recognized by the optionee. Upon a disposition of such shares by the optionee, any difference between the sale price and the optionee's exercise price, to the extent not recognized as taxable income as provided above, is treated as long-term or short-term capital gain or loss, depending on the holding period.

Restricted Stock, Google Stock Units, Performance Shares and Performance Units. A participant generally will not have taxable income at the time an award of restricted stock and GSUs are granted. Instead, he or she will recognize ordinary income in the first taxable year in which his or her interest in the shares underlying the award becomes either (i) freely transferable or (ii) no longer subject to substantial risk of forfeiture (e.g., vested). However, a holder of a restricted stock award may elect to recognize income at the time he or she receives the award in an amount equal to the fair market value of the shares underlying the award less any amount paid for the shares on the date the award is granted.

Stock Appreciation Rights. No taxable income is reportable when a stock appreciation right is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the amount of cash received and the fair market value of any shares received. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

Our Tax Impact from Awards. We generally will be entitled to a tax deduction in connection with an award under the Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option). Special rules limit the deductibility of compensation paid to our named executive officers. Under Section 162(m) of the Code, the annual compensation paid to named executive officers may not be deductible to the extent it exceeds $1,000,000. However, we can preserve the deductibility of certain compensation in excess of $1,000,000 if the conditions of Section 162(m) of the Code are met. These conditions include stockholder approval of the Plan and setting limits on the number of awards that any individual may receive per year. The Plan has been designed to permit the administrator to grant awards that qualify as performance-based for purposes of satisfying the conditions of Section 162(m) of the Code, which permits us to continue to receive a federal income tax deduction in connection with such awards.

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF U.S. FEDERAL INCOME TAXATION WITH RESPECT TO THE GRANT AND EXERCISE OF AWARDS UNDER THE PLAN. IT DOES NOT PURPORT TO BE COMPLETE, AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF AN INDIVIDUAL'S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH ANY ELIGIBLE INDIVIDUAL MAY RESIDE.

Required Vote

Approval of the proposed amendment to the Plan requires the affirmative "FOR" vote of a majority of the votes cast on the proposal. Unless marked to the contrary, proxies received will be voted "FOR" approval of an amendment to increase the number of shares issuable under the Plan by 8,500,000 shares.

Recommendation

We believe strongly that the approval of the amendment to the Plan is essential to our continued success. Our employees are one of our most valuable assets. Stock options and other awards such as those provided under the Plan are vital to our ability to attract and retain outstanding and highly skilled individuals. Such awards also are crucial to our ability to motivate employees to achieve our goals. For the reasons stated above the stockholders are being asked to approve the amendment to the Plan.

Our board of directors recommends a vote FOR the approval of an amendment to increase the number of shares issuable under the Plan by 8,500,000 shares.

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STOCKHOLDER PROPOSALS

Proposal 4, Proposal 5 and Proposal 6 are proposals we received from our stockholders. If the proponents of these proposals, or representatives who are qualified under state law, are present at our Annual Meeting and submit the proposals for a vote, then the proposals will be voted upon. The stockholder proposals, including any supporting statements, are included exactly as submitted to us by the proponents of these proposals. The board of directors' recommendation on each proposal is presented immediately following the proposal. We will promptly provide you with the name, address and, to our knowledge, the number of voting securities held by the proponents of either of the stockholder proposals, upon receiving a written or oral request directed to:

Google Inc.

Attn: Corporate Secretary

1600 Amphitheatre Parkway

Mountain View, CA 94043

PROPOSAL NUMBER 4

STOCKHOLDER PROPOSAL

The Teamsters General Fund of the International Brotherhood of Teamsters has advised us that it intends to submit the proposal set forth below for consideration at our Annual Meeting.

RESOLVED: That the shareholders of Google, Inc., ("Company") hereby request that the Company provide a report, updated semi-annually, disclosing the Company's:

1. Policies and procedures for political contributions and expenditures (both direct and indirect) made with corporate funds.

2. Monetary and non-monetary political contributions and expenditures not deductible under section 162 (e)(1)(B) of the Internal Revenue Code, including but not limited to contributions to or expenditures on behalf of political candidates, political parties, political committees and other political entities organized and operating under 26 USC Sec. 527 of the Internal Revenue Code and any portion of any dues or similar payments made to any tax exempt organization that is used for an expenditure or contribution that, if made directly by the corporation, would not be deductible under section 162 (e)(1)(B) of the Internal Revenue Code. The report shall include the following:

a. An accounting of the Company's funds that are used for political contributions or expenditures as described above;

b. Identification of the person or persons in the Company who participated in making the decisions to make the political contribution or expenditure; and

c. The internal guidelines or policies, if any, governing the Company's political contributions and expenditures.

The report shall be presented to the Board of Directors' Audit Committee or other relevant oversight committee and posted on the Company's website to reduce costs to shareholders.

SUPPORTING STATEMENT: As long-term shareholders of Google, we support transparency and accountability in corporate spending on political activities. These activities include direct and indirect political contributions to candidates, political parties or political organizations; independent expenditures; or electioneering communications on behalf of a federal, state or local candidate. Absent a system of accountability, Company assets can be used for policy objectives that may be inimical to the long-term interests of the Company and its shareholders.

Relying on publicly available data does not provide a complete picture of Google's political expenditures. For example, the Company's payments to trade associations used for political activities are undisclosed and unknown.

The proposal asks the Company to disclose all of its political contributions, including payments to trade associations and other tax exempt organizations. This would bring our Company in line with a growing number of leading companies, including Pfizer, Aetna and American Electric Power that support political disclosure and accountability and present this information on their websites.

The Company's Board and its shareholders need complete disclosure to be able to fully evaluate the political use of corporate assets.

Required Vote

Approval of the stockholder proposal requires the affirmative "FOR" vote of a majority of the votes cast on the proposal. Unless marked to the contrary, proxies received will be voted "FOR" the stockholder proposal.

Recommendation

Our board of directors recommends a vote FOR the stockholder proposal.

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PROPOSAL NUMBER 5

STOCKHOLDER PROPOSAL

The Office of the Comptroller of New York City has advised us that it intends to submit the proposal set forth below for consideration at our Annual Meeting. The Office of the Comptroller of New York City is the custodian and trustee of the New York City Teachers' Retirement System, the New York City Police Pension Fund, and the New York City Fire Department Pension Fund.

Internet Censorship

Whereas, freedom of speech and freedom of the press are fundamental human rights, and free use of the Internet is protected in Article 19 of the Universal Declaration of Human Rights, which guarantees freedom to "receive and impart information and ideas through any media regardless of frontiers", and

Whereas, the rapid provision of full and uncensored information through the Internet has become a major industry in the United States, and one of its major exports, and

Whereas, political censorship of the Internet degrades the quality of that service and ultimately threatens the integrity and viability of the industry itself, both in the United States and abroad, and

Whereas, some authoritarian foreign governments such as the Governments of Belarus, Burma, China, Cuba, Egypt, Iran, North Korea, Saudi Arabia, Syria, Tunisia, Turkmenistan, Uzbekistan, and Vietnam block, restrict, and monitor the information their citizens attempt to obtain, and

Whereas, technology companies in the United States such as Google, Inc. that operate in countries controlled by authoritarian governments have an obligation to comply with the principles of the United Nations Declaration of Human Rights, and

Whereas, technology companies in the United States have failed to develop adequate standards by which they can conduct business with authoritarian governments while protecting human rights to freedom of speech and freedom of expression,

Therefore, be it resolved, that shareholders request that management institute policies to help protect freedom of access to the Internet which would include the following minimum standards:

1) Data that can identify individual users should not be hosted in Internet restricting countries, where political speech can be treated as a crime by the legal system.

2) The company will not engage in pro-active censorship.

3) The company will use all legal means to resist government demands for censorship. The company will only comply with such demands if required to do so through legally binding procedures.

4) Users will be clearly informed when the company has acceded to legally binding government requests to filter or otherwise censor content that the user is trying to access.

5) Users should be informed about the company's data retention practices, and the ways in which their data is shared with third parties.

6) The company will document all cases where legally-binding censorship requests have been complied with, and that information will be publicly available.

Required Vote

Google Opposing Statement

We agree with the proponent that free expression on the internet and in other media is an important issue that merits the attention of individuals, governments, human rights advocates, and others interested in ensuring the free and open exchange of ideas on the web and elsewhere. The board of directors opposes this proposal because we disagree with the proposal's claim that technology companies like Google have failed to develop standards to help protect free expression. We believe that the steps that Google is already taking support free expression and widespread access to information. The proposal would not further these efforts and might actually prove counter-productive. Accordingly, we recommend that stockholders vote against this proposal.

As part of our commitment to making the world's information universally accessible and useful, we believe that offering our products and services to people around the world expands their access to ideas and their opportunity for free expression. We strive to protect user privacy and promotion of free expression in all the countries where we offer our products and services, and we also recognize our obligations to comply with local laws and protect the safety of our employees. Where appropriate, we consult with outside advisers to determine how to best respond to government requests that relate to freedom of expression or that involve our users' information. When we believe that doing so will help promote the cause of free expression, we publicize instances of government requests and our response to such requests. In addition, we have supported legislation and policy proposals designed to enhance free expression and oppose censorship.

Google also works collaboratively with other companies, individuals, and non-governmental organizations engaged in the protection of human rights. For example, Google and other companies have joined human rights groups, academics, and socially responsible investors in support of the Global Network Initiative. The Global Network Initiative, in addition to establishing core principles for protecting freedom of expression and privacy around the world, includes an external audit for the companies to demonstrate adherence to appropriate policies and procedures.

Over the long term, we believe these initiatives will best help our users and promote both free expression and privacy.

Recommendation

Our board of directors recommends a vote AGAINST the stockholder proposal.

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PROPOSAL NUMBER 6

STOCKHOLDER PROPOSAL

American Federation of Labor and Congress of Industrial Organizations (AFL-CIO) Reserve Fund has advised us that it intends to submit the proposal set forth below for consideration at our Annual Meeting.

RESOLVED: Shareholders of Google Inc., (the "Company") urge the Board of Directors to adopt principles for health care reform based upon principles reported by the Institute of Medicine:

1. Health care coverage should be universal.

2. Health care coverage should be continuous.

3. Health care coverage should be affordable to individuals and families.

4. The health insurance strategy should be affordable and sustainable for society.

5. Health insurance should enhance health and well being by promoting access to high-quality care that is effective, efficient, safe, timely, patient-centered, and equitable.

SUPPORTING STATEMENT

The Institute of Medicine, established by Congress as part of the National Academy of Sciences, issued five principles for reforming health insurance coverage in a report, Insuring America's Health: Principles and Recommendations (2004). We believe principles for health care reform, such as those set forth by the Institute of Medicine, are essential if public confidence in our Company's commitment to health care coverage is to be maintained.

Access to affordable, comprehensive health care insurance is the most significant social policy issue in America according to polls by NBC News/The Wall Street Journal, the Kaiser Foundation and The New York Times/CBS News. In our opinion, health care reform also is a central issue in the presidential campaign of 2008.

Many national organizations have made health care reform a priority. In 2007, representing "a stark departure from past practice," the American Cancer Society redirected its entire $15 million advertising budget "to the consequences of inadequate health coverage" in the United States (The New York Times, 8/31/07).

John Castellani, president of the Business Roundtable (representing 160 of the country's largest companies), has stated that 52 percent of the Business Roundtable's members say health costs represent their biggest economic challenge. "The cost of health care has put a tremendous weight on the U.S. economy," according to Castellani, "The current situation is not sustainable in a global, competitive workplace." (BusinessWeek, July 3, 2007.)

The National Coalition on Health Care (whose members include some of the largest publicly-held companies, institutional investors and labor unions) also has created principles for health insurance reform. According to the National Coalition on Health Care, implementing its principles would save employers presently providing health insurance coverage an estimated $595-$848 billion in the first ten years of implementation.

We believe that the 47 million Americans without health insurance results in higher costs, causing an adverse effect on shareholder value for our Company, as well as all other U.S. companies which provide health insurance to their employees. Annual surcharges as high as $1,160 for the uninsured are added to the total cost of each employee's health insurance, according to Kenneth Thorpe, a leading health economist at Emory University. Moreover, we feel that increasing health care costs further reduces shareholder value when it leads companies to shift costs to employees, thereby reducing employee productivity, health and morale.

Required Vote

Google Opposing Statement

We agree with the proponent that rising health care costs and health care reform are significant social policy issues in the United States. We believe that a strong, effective, high-quality, and well-managed health care system is vital to our country's and Google's well-being, prosperity, and strength. However, the board of directors opposes this proposal because the board does not believe that the adoption of this proposal's principles advances a solution to health care issues or that Google's annual meeting is the proper forum for this important national policy debate. In addition, the board believes that it is not in the best interests of Google or its stockholders to be constrained by adopting the principles of a single organization as called for by this proposal. To do so would limit our effectiveness to work with a range of organizations regarding health care issues. Accordingly, we recommend that stockholders vote against this proposal.

We are committed to the health and well-being of Googlers and their families. We recognize that employee health has a direct relation to productivity and that providing health insurance enhances a company's ability to attract and retain employees. At the same time, we are keenly aware of the cost burden of providing quality health care to employees and have adopted as part of our competitive total pay and benefits package the goal of reducing employee health care cost trends, while maintaining quality and encouraging consumerism.

We have undertaken various initiatives on several fronts to address the issues of rising health care costs while ensuring quality health care for Googlers. Our strategy is to promote employee well-being by providing employees with the tools to manage their health care and live a healthy lifestyle, as well as to drive positive change within the health care marketplace and public policy in order to improve health care quality and efficiency. The following are examples of how we are working to improve employee health care:

• Offering a premier wellness program to Googlers, including a wellness center with on-site physicians and physical therapists, gym reimbursements, on-site full-service fitness centers, health education programs, personal coaches, massage services, and information and decision-making tools to help employees better manage their overall health.

• Working with our health care plans to offer quality health care at reasonable costs.

• Advocating health care reform at both the national level and in our largest local markets by working together with government and multi-stakeholder organizations, such as the Pension Benefit Guaranty Corporation, to influence health care quality, safety, and efficiency.

• Initiating market-based health care change through the use of purchasing leverage and participation in alliances and coalitions with organizations that share Google's view that health care reform is needed.

• Taking the lead to influence change through pilot programs focused on promoting health care innovation and best practices.

Over the long term, we believe these initiatives will help our business and Googlers by enhancing employee well-being and productivity, as well as controlling health care benefit costs for employees and Google.

Recommendation

Our board of directors recommends a vote AGAINST the stockholder proposal.

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COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information, as of February 17, 2009, concerning, except as indicated by the footnotes below:

• Each person whom we know beneficially owns more than five percent of our Class A common stock or Class B common stock.

• Each of our directors and nominees for the board of directors.

• Each of our named executive officers.

• All of our directors and executive officers as a group.

Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o Google Inc., 1600 Amphitheatre Parkway, Mountain View, California 94043.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 240,506,550 shares of Class A common stock and 74,930,070 shares of Class B common stock outstanding at February 17, 2009. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of February 17, 2009, and common stock issuable upon the vesting of GSUs within 60 days of February 17, 2009, ignoring the withholding of shares of common stock to cover applicable taxes. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Beneficial ownership representing less than one percent is denoted with an asterisk ("*").

The information provided in the table is based on our records, information filed with the SEC and information provided to Google, except where otherwise noted.


	Shares Beneficially Owned				% Total Voting Power⁽¹⁾
	Class A Common Stock		Class B Common Stock
Name of Beneficial Owner	Shares	%	Shares	%
Officers and Directors
Eric Schmidt................................................................	-	-	9,372,740	12.5	9.5
Larry Page...................................................................	-	-	29,148,614	38.9	29.4
Sergey Brin.................................................................	-	-	28,611,862	38.2	28.9
George Reyes⁽²⁾............................................................	21,002	*	1,581	*	*
Patrick Pichette ...........................................................	-	-	-	-	-
Jonathan Rosenberg⁽³⁾...................................................	54,119	*	30,693	*	*
Alan Eustace⁽⁴⁾..............................................................	40,829	*	41,772	*	*
David Drummond⁽⁵⁾.........................................................	22,211	*	56,137	*	*
L. John Doerr⁽⁶⁾.............................................................	38,484	*	2,141,468	2.9	2.2
John L. Hennessy⁽⁷⁾.......................................................	4,308	*	17,550	*	*
Arthur D. Levinson⁽⁸⁾......................................................	13,000	*	12,334	*	*
Ann Mather⁽⁹⁾................................................................	9,880	*	-	-	*
Paul S. Otellini⁽¹⁰⁾..........................................................	3,025	*	4,334	*	*
K. Ram Shriram⁽¹¹⁾.........................................................	1,010,693	*	291,425	*	*
Shirley M. Tilghman⁽¹²⁾....................................................	11,600	*	-	-	*
All executive officers and directors as a group⁽¹³⁾(17 persons).............................................................	1,605,190	*	69,730,510	93.1	70.6
5% Security Holders
Entities affiliated with Fidelity⁽¹⁴⁾......................................	13,817,677	5.7	-	-	1.4

⁽¹⁾ Percentage total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. Each holder of Class B common stock is entitled to ten votes per share of Class B common stock and each holder of Class A common stock is entitled to one vote per share of Class A common stock on all matters submitted to our stockholders for a vote. The Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of our stockholders, except as may otherwise be required by law. The Class B common stock is convertible at any time by the holder into shares of Class A common stock on a share-for-share basis.

⁽²⁾ Includes 1,581 shares of Class B common stock issuable and 13,125 shares of Class A common stock issuable upon options that are exercisable within 60 days of February 17, 2009. The Class B options provide for exercise prior to vesting, and any unvested shares that are exercised are subject to a lapsing repurchase right in our favor. 1,581 of such shares of Class B common stock will have vested within 60 days of February 17, 2009. However, George retired as of December 31, 2008 and as a result we do not have a repurchase right with respect to these shares of Class B common stock.

⁽³⁾ Includes 30,693 shares of Class B common stock issuable and 20,833 shares of Class A common stock issuable upon options that are exercisable and 1,250 shares of Class A common stock issuable upon vesting of GSUs within 60 days of February 17, 2009. GSUs entitle the reporting person to receive one share of Class A common stock for each share underlying the GSU as the GSU vests. The Class B options provide for exercise prior to vesting, and any unvested shares that are exercised are subject to a lapsing repurchase right in our favor. 4,001 of such shares of Class B common stock will have vested within 60 days of February 17, 2009.

⁽⁴⁾ Includes 10,395 shares of Class B common stock issuable and 20,833 shares of Class A common stock issuable upon exercise of options that are exercisable and 1,250 shares of Class A common stock issuable upon vesting of GSUs within 60 days of February 17, 2009. GSUs entitle the reporting person to receive one share of Class A common stock for each share underlying the GSU as the GSU vests. The Class B options provide for exercise prior to vesting, and any unvested shares that are exercised are subject to a lapsing repurchase right in our favor. 10,395 of such shares of Class B common stock will have vested within 60 days of February 17, 2009.

⁽⁵⁾ Includes 33,805 shares of Class B common stock issuable and 15,625 shares of Class A common stock issuable upon exercise of options that are exercisable and 938 shares of Class A common stock issuable upon vesting of GSUs within 60 days of February 17, 2009. GSUs entitle the reporting person to receive one share of Class A common stock for each share underlying the GSU as the GSU vests. The Class B options provide for exercise prior to vesting, and any unvested shares that are exercised are subject to a lapsing repurchase right in our favor. 3,463 of such shares of Class B common stock will have vested within 60 days of February 17, 2009.

⁽⁶⁾ Includes 18,656 shares of Class A common stock held by the Chad A. Byers Trust; 18,656 shares of Class A common stock held by the Blake H. Byers Trust; 1,172 shares of Class A common stock held by the Brook H. Byers Trust dtd 7/25/86; 1,850 shares of Class B common stock held by The 1994 Portico Trust, Brooks H. Byers, Trustee; 160,940 shares of Class B common stock held by The 1999 Portico Trust, Brook H. Byers, Trustee; 76,995 shares of Class B common stock held by L. John Doerr; and 1,901,683 shares of Class B common stock held by Vallejo Ventures Trust. John is trustee of the Chad A. Byers Trust, the Blake H. Byers Trust and the Brook H. Byers Trust dtd 7/25/86 and has voting and investment authority over the shares held by these trusts. John disclaims any pecuniary interest in these trusts. John is a trustee of Vallejo Ventures Trust and shares voting and investment authority over the shares held by such trust. The address for all entities affiliated with L. John Doerr is c/o Kleiner Perkins Caufield & Byers, 2750 Sand Hill Road, Menlo Park, CA 94025.

⁽⁷⁾ Includes 4,308 shares of Class A common stock held by the Hennessy 1993 Revocable Trust. John is a trustee of the Hennessy 1993 Revocable Trust and has voting and investment authority over the shares held by the trust. Includes 17,550 shares of Class B common stock issuable upon exercise of options that are exercisable within 60 days of February 17, 2009. The Class B options provide for exercise prior to vesting, and any unvested shares that are exercised are subject to a lapsing repurchase right in our favor. 17,550 of such shares of Class B common stock will have vested within 60 days of February 17, 2009.

⁽⁸⁾ Includes 12,334 shares of Class B common stock issuable upon exercise of options that are exercisable within 60 days of February 17, 2009. The Class B options provide for exercise prior to vesting, and any unvested shares that are exercised are subject to a lapsing repurchase right in our favor. 11,250 of such shares of Class B common stock will have vested within 60 days of February 17, 2009.

⁽⁹⁾ Includes 8,200 shares of Class A common stock issuable upon exercise of options that are exercisable within 60 days of February 17, 2009.

⁽¹⁰⁾ Includes 2,025 shares of Class A common stock held by The Otellini Trust dtd 10/26/87 and 1,000 shares of Class A common stock held by Paul S. Otellini. Paul is a trustee of the The Otellini Trust dtd 10/26/87 and has voting and investment authority over the shares held by these trust. Includes 4,334 shares of Class B common stock issuable upon exercise of options that are exercisable within 60 days of February 17, 2009. The Class B options provide for exercise prior to vesting, and any unvested shares that are exercised are subject to a lapsing repurchase right in our favor. 3,250 of such shares of Class B common stock will have vested within 60 days of February 17, 2009.

⁽¹¹⁾ Includes 27,773 shares of Class A common stock held by Ram Shriram GRAT #3 Trust; 27,773 shares of Class A common stock held by the Vijay Shriram GRAT #3 Trust; 300,000 shares of Class A common stock held by Ram Shriram GRAT #4 Trust; 300,000 shares of Class A common stock held by the Vijay Shriram GRAT #4 Trust; 33,767 shares of Class B common stock held by Janket Ventures Limited Partnership; 172,227 shares of Class A Common Stock held by Vidjealatchoumy Shriram; 182,920 shares of Class A common stock and 257,658 shares of Class B common stock held by K. Ram Shriram. Ram is a trustee of all the above trusts and has voting and investment authority over the shares held by these trusts.

⁽¹²⁾ Includes 8,400 shares of Class A common stock issuable upon exercise of options that are exercisable and 300 shares of Class A common stock issuable upon vesting of GSUs within 60 days of February 17, 2009. GSUs entitle the reporting person to receive one share of Class A common stock for each share underlying the GSU as the GSU vests.

⁽¹³⁾ Includes 1,482,344 shares of Class A common stock and 69,619,818 shares of Class B common stock held by the directors and executive officers. Also includes 116,607 shares of Class A common stock and 110,692 shares of Class B common stock held by the directors and executive officers issuable upon exercise of options that are exercisable within 60 days of February 17, 2009. Certain of the options provide for exercise prior to vesting, with any unvested shares that are exercised subject to a lapsing repurchase right in our favor. 51,490 shares of Class B common stock of such shares will have vested within 60 days of February 17, 2009. Also includes 6,239 shares of Class A common stock issuable upon vesting of GSUs within 60 days of February 17, 2009. GSUs entitle the reporting person to receive one share of Class A common stock for each share underlying the GSU as the GSU vests.

⁽¹⁴⁾ Based on the most recently available Schedule 13G/A filed with the SEC on February 17, 2009, includes 13,121,583 shares of Class A common stock beneficially owned by Fidelity Management & Research Company ("Fidelity") in its capacity as an investment advisor; 2,886 shares of Class A common stock beneficially owned by Strategic Advisers, Inc., in its capacity as an investment advisor; and 280,286 shares of Class A common stock beneficially owned by FIL Limited ("FIL"). Fidelity and Strategic Advisers, Inc. are wholly owned subsidiaries of FMR LLC, a parent holding company. FIL operates as an entity independent of FMR LLC. Edward C. Johnson III and members of his family own approximately 49% of the voting power of FMR LLC, and approximately 47% of the voting power of FIL and have certain other rights to influence the management of these entities. According to the Schedule 13G/A filed by FMR LLC on February 17, 2009, FMR LLC and FIL are of the view that they are not acting as a "group" for purposes of Section 13(d) under the Securities Exchange Act of 1934 and that they are not otherwise required to attribute to each other the beneficial ownership of securities beneficially owned by the other corporation. However, FMR LLC filed the Schedule 13G/A on February 17, 2009 on a voluntary basis as if all of the shares were beneficially owned by FMR LLC and FIL on a joint basis. The address of Fidelity and Strategic Advisers, Inc. is 82 Devonshire Street, Boston, Massachusetts 02109. The address of FIL is Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda. In addition, 19,979 shares of Class A common stock are beneficially owned by Pyramis Global Advisors, LLC ("PGALLC"), an indirect wholly owned subsidiary of FMR LLC, and 392,943 shares of Class A common stock are beneficially owned by Pyramis Global Advisors Trust Company ("PGATC"), an indirect wholly owned subsidiary of FMR LLC. Both entities hold the shares as a result of serving as investment advisor to institutional accounts. The address of PGALLC and PGATC is 53 State Street, Boston, Massachusetts 02109.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and holders of more than 10% of our Class A and Class B common stock to file with the SEC reports regarding their ownership and changes in ownership of our securities. We believe that, during 2008, our directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements, with the exceptions noted below.

• A late Form 4 report was filed for Arthur D. Levinson on April 14, 2008 to report the exercise and conversion of 13,000 shares of Class B common stock, effective February 28, 2008.

• A late Form 4 report was filed for Jonathan Rosenberg on June 7, 2008 to report the exercise and conversion of 191 shares of Class B common stock, the transfer of the converted 191 shares of Class A common stock to his trust and the sale of 191 shares of Class A common stock from his trust, effective June 2, 2008.

In making these statements, we have relied upon examination of the copies of Forms 3, 4 and 5, and amendments to these forms, provided to us and the written representations of our directors, executive officers and 10% stockholders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions Policy and Procedure

Our Related Party Transactions Policy provides that Google will only enter into a transaction with a related party when our board of directors, acting through the Audit Committee, determines that the transaction is in the best interests of Google and its stockholders.

For the purposes of this policy, a related person means:

• a member of the board of directors (or a nominee to the board of directors);

• an executive officer;

• any person who is known to be the beneficial owner of more than five percent of any class of Google's voting securities;

• any immediate family member of any of the persons listed above; or

• any firm, corporation, partnership or other entity in which any of the persons listed above is employed (or is a general partner or principal or in a similar position) or in which any of the persons listed above has a 5% or greater beneficial ownership interest.

We review all known relationships and transactions in which Google and our directors, executive officers and significant stockholders or their immediate family members are participants to determine whether such persons have a direct or indirect interest. Google's legal staff, in consultation with our finance team, is primarily responsible for developing and implementing processes and controls to obtain information regarding our directors, executive officers and significant stockholders with respect to related party transactions and then determining, based on the facts and circumstances, whether Google or a related party has a direct or indirect interest in these transactions. On a periodic basis, the legal and finance teams review all transactions involving payments between Google and any company that has a Google executive officer or director as an officer or director. In addition, our directors and executive officers are required to notify us of any potential related party transactions and provide us with the information regarding such transactions.

If our legal department determines that a transaction is a related party transaction, the Audit Committee must review the transaction and either approve or disapprove it. If advance approval of a transaction is not feasible, the chair of the Audit Committee may approve the transaction and the transaction may be ratified by the Audit Committee in accordance with the Related Party Transactions Policy. In determining whether to approve or ratify a transaction with a related party, the Audit Committee will take into account all of the relevant facts and circumstances available to it, including, among any other factors it deems appropriate:

• the benefits to Google of the transaction;

• the nature of the related party's interest in the transaction;

• whether the transaction would impair the judgment of a director or executive officer to act in the best interests of Google and our stockholders;

• the potential impact of the transaction on a director's independence; and

• whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances.

Any member of the Audit Committee who is a related party with respect to a transaction under review may not participate in the deliberations or vote on the approval of the transaction.

Google will disclose the terms of related person transactions in its filings with the SEC to the extent required. Since January 1, 2008, we have not been a party to, and we have no plans to be a party to, any transaction or series of similar transactions in which the amount involved exceeded or will exceed $120,000 and in which any current director, executive officer, holder of more than five percent of our capital stock, or any member of the immediate family of any of the foregoing, had or will have a direct or indirect material interest, other than in connection with the transactions described below.

Indemnification Agreements

We have entered into an indemnification agreement with each of our directors and officers. The indemnification agreements and our certificate of incorporation and bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

Corporate Use of Personal Aircraft

Eric Schmidt has the use of non-commercial aircraft that he makes available from time to time to various aviation companies for charters by these companies to their customers. These aircraft have been chartered by Google from time to time and made available to certain of our executive officers for time-critical business trips. In 2008, we paid Elan Express and Sentient Flight Group, LLC $7,500 per hour for use of these aircraft. The board of directors approved this hourly reimbursement rate based upon a competitive analysis of comparable chartered aircraft and which our board of directors determined was at or below market rates for the charter of similar aircraft. In 2008, we used these aircraft for business-related travel services for certain of our executive officers and we paid Elan and Sentient approximately $839,250 in fees through December 31, 2008.

Payments to Stanford University

In 2008, Google paid approximately $1,881,400 to Stanford University. Approximately $426,950 of these payments related to the license by Stanford of patents, including the PageRank patent, to Google. Approximately $1,246,000 of the total payment to Stanford represented donations for scholarships and other philanthropic endeavors. Pursuant to Stanford's standard royalty arrangements with its students who develop patents in the course of their studies at Stanford, Stanford shares a portion of the royalty revenues associated with some of these patent licenses with Larry Page and Sergey Brin. John L. Hennessy, President of Stanford University, is a member of our board of directors. John does not have a direct interest in any of the transactions described above.

Payments to Anita Borg Institute

In 2008, Google paid approximately $300,000 to the Anita Borg Institute for Women and Technology. This amount represents donations for scholarships and other philanthropic endeavors. Alan Eustace, Google's Senior Vice President, Engineering and Research, is a member of the Board of Trustees of the Anita Borg Institute. Alan does not have a direct interest in these transactions.

Investment in AltaRock Energy, Inc.

In August 2008, Google invested approximately $6.25 million in the Series B preferred stock financing of AltaRock Energy, Inc., a renewable energy development company focused on the research and development of geothermal systems. KPCB Holdings, Inc., as nominee for certain funds of Kleiner Perkins Caufield & Byers and several of the managers of these funds, holds more than 10% of the outstanding shares of AltaRock Energy. L. John Doerr, who is a member of the board of directors of Google, is a managing director of these funds and the general partner of certain Kleiner Perkins Caufield & Byers funds.

Google's Audit Committee reviewed and approved these transactions as part of Google's procedures for entering into transactions with related parties.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

Google's compensation programs reflect our philosophy to pay all of our employees, including our executive officers named in the compensation tables below, in ways that support three primary business objectives:

• Attract and retain the world's best talent.

• Support our culture of innovation and performance.

• Align employee interests with long-term stockholder interests in the overall success of Google.

To achieve these objectives for Google's named executive officers, we intend the bulk of their compensation to be at risk with significant upside potential for strong performance, as well as downside exposure for underperformance. We measure both individual and company performance for our named executive officers annually, and reward executives accordingly. We believe this is appropriate given their ability to influence Google's overall performance.

Although we intend for performance-based incentives and rewards to be substantial when warranted, these incentives are secondary to career growth, work environment and engaging work opportunities. We seek to develop a highly-motivated and collaborative workforce that pursues achievements for the sake of progress and innovation before individual gain. When Google and individual executives achieve our goals, we ensure that appropriately significant economic rewards follow.

Eric, Larry and Sergey have voluntarily elected to receive only nominal cash compensation. Their primary compensation continues to come from returns on their ownership stakes in Google. As significant stockholders, their personal wealth is tied directly to sustained stock price appreciation and performance, which provides direct alignment with stockholder interests.

We review our compensation philosophy and practices, including those for our named executive officers, with the LDC Committee on an ongoing basis so that the LDC Committee can recommend changes, if needed, to keep our employees aligned with our business objectives. Each member of our LDC Committee is an "outside" director as defined in Section 162(m) of the Code, and a "non-employee" director within the meaning of Rule 16b-3 of the Exchange Act. Our board of directors has determined that each of the directors serving on our LDC Committee is independent as defined in the Marketplace Rules of NASDAQ. The LDC Committee oversees all of our executive compensation programs and operates under a written charter that is available at investor.google.com/committee_leadership.html. The LDC Committee may delegate the authority to make compensation decisions regarding consultants or employees of Google who are not executive officers. For these purposes, the LDC Committee may form and delegate authority to subcommittees composed of LDC Committee members, executive officers or other employees of Google.

Comparative Framework

Google reviews both its cash and equity compensation relative to market comparables. We analyze market pay rates at least annually using the most directly-relevant published survey sources available, including surveys from Radford, Hewitt, and IPAS. In addition, we analyze information reported in our peer companies' SEC filings for all direct pay elements, including salary, cash incentives and equity. For our named executive officers in 2008, we considered peers to be companies that met at least three of the following criteria:

• High-technology company.

• Key labor market competitor (e.g., Microsoft, Yahoo, Amazon, eBay).

• High-growth, with a minimum of 25% revenue and/or headcount growth over the previous two-year period.

• $10 billion or more in annual revenues.

• $50 billion or more in market capitalization.

The following companies met these criteria as of the first quarter of 2008 (the reported fiscal year reflects data available at the time we completed our analysis in the first quarter of 2008):


Company	Reported Fiscal Year	Revenues (in millions)	Market Cap (in millions)	Headcount	Headcount Growth Over Previous Two Year Period	Revenue Growth Over Previous Two Year Period
Amazon.com....................................	12/31/06	$ 10,711	$ 16,363	13,900	54%	55%
Apple...............................................	09/30/07	$ 24,006	$ 134,369	21,600	46%	72%
Cisco...............................................	07/31/07	$ 34,922	$ 176,087	61,535	60%	41%
Dell..................................................	01/31/07	$ 57,420	$ 54,153	83,300	51%	17%
eBay................................................	12/31/06	$ 5,969	$ 41,165	12,600	56%	82%
EMC................................................	12/31/06	$ 11,155	$ 27,827	31,100	37%	36%
Hewlett Packard...............................	10/31/07	$ 104,286	$ 133,018	172,000	15%	20%
IBM.................................................	12/31/06	$ 91,424	$ 146,262	355,766	8%	(5%)
Intel.................................................	12/31/06	$ 35,382	$ 116,782	94,100	11%	3%
Microsoft..........................................	06/30/07	$ 51,122	$ 276,296	79,000	30%	28%
Oracle..............................................	05/31/07	$ 17,996	$ 99,091	74,674	50%	53%
Qualcomm.......................................	09/30/07	$ 8,871	$ 69,158	12,800	38%	56%
Sun Microsystems............................	06/30/07	$ 13,873	$ 18,607	34,200	10%	25%
Yahoo..............................................	12/31/06	$ 6,426	$ 34,646	11,400	50%	80%
90th Percentile..........................................		$ 81,223	$ 167,140	148,630	55%	78%
75th Percentile..........................................		$ 47,187	$ 134,031	82,225	51%	56%
50th Percentile..........................................		$ 21,001	$ 84,124	47,868	42%	38%
25th Percentile..........................................		$ 10,822	$ 36,276	15,825	18%	22%
*Google 2006*....................................	*12/31/06*	*$ 10,605*	*$ 144,018*	*10,674*	253%	233%
*Google 2007*....................................	*12/31/07*	*$ 16,594*	*$ 216,625*	*16,805*	196%	170%

Google 2007 Percentile Rank...........................		44 %	95 %	26 %	above max	above max

In the first quarter of 2008, we reviewed our compensation against this set of peers and within the context of our market pay percentile targets, which are described in the Elements of Compensation section below. Based on this review, we decided to make no adjustments to compensation in 2008.

In the first quarter of 2009, we completed our annual peer group review using the same criteria as those applied in 2008. This analysis resulted in no changes to our 2009 peer group.

The 2009 peer group is below (the reported fiscal year reflects data available at the time we completed our analysis in the first quarter of 2009):


Company	Reported Fiscal Year	Revenues (in millions)	Market Cap (in millions)	Headcount	Headcount Growth Over Previous Two Year Period	Revenue Growth Over Previous Two Year Period
Amazon.com.......................................	12/31/07	$ 14,835	$ 38,614	17,000	42%	75%
Apple..................................................	09/30/08	$ 32,479	$ 101,036	32,000	80%	68%
Cisco..................................................	07/31/08	$ 39,540	$ 129,368	66,129	32%	39%
Dell....................................................	01/31/08	$ 61,133	$ 40,928	82,700	27%	9%
eBay..................................................	12/31/07	$ 7,672	$ 44,075	15,500	34%	69%
EMC...................................................	12/31/07	$ 13,230	$ 38,924	37,700	42%	37%
Hewlett Packard..................................	10/31/08	$ 118,364	$ 92,492	321,000	106%	29%
IBM....................................................	12/31/07	$ 98,786	$ 149,646	386,558	17%	8%
Intel....................................................	12/31/07	$ 38,334	$ 154,308	86,300	-14%	-1%
Microsoft.............................................	06/30/08	$ 60,420	$ 251,174	91,000	28%	36%
Oracle................................................	05/31/08	$ 22,430	$ 117,759	84,233	50%	56%
Qualcomm..........................................	09/30/08	$ 11,142	$ 71,136	15,400	38%	48%
Sun Microsystems...............................	06/30/08	$ 13,880	$ 8,192	34,900	-8%	6%
Yahoo.................................................	12/31/07	$ 6,969	$ 31,102	14,300	46%	33%
90th Percentile..................................		$ 87,490	$ 152,910	252,000	71%	68%
75th Percentile..................................		$ 55,200	$ 126,466	85,783	45%	54%
50th Percentile..................................		$ 27,455	$ 81,814	51,915	36%


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS..........................................................................................	1

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING..............................	3
Why am I receiving these materials?.............................................................................................................	3
What information is contained in this proxy statement?..................................................................................	3
Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?.....................................................................................................................................	3
I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?..............................................................................	3
How do I get electronic access to the proxy materials?...................................................................................	4
What items of business will be voted on at the Annual Meeting?......................................................................	4
How does the board of directors recommend that I vote?.................................................................................	4
What shares can I vote?..............................................................................................................................	4
How many votes am I entitled to per share?...................................................................................................	4
What is the difference between holding shares as a stockholder of record and as a beneficial owner?.................	5
How can I attend the Annual Meeting?..........................................................................................................	5
Is the Annual Meeting going to be webcast?..................................................................................................	6
How can I vote my shares in person at the Annual Meeting?...........................................................................	6
How can I vote my shares without attending the Annual Meeting?....................................................................	6
Can I change my vote?................................................................................................................................	6
Is my vote confidential?................................................................................................................................	6
How many shares must be present or represented to conduct business at the Annual Meeting?........................	6
How are votes counted?...............................................................................................................................	7
What is the voting requirement to approve each of the proposals?....................................................................	7
Is cumulative voting permitted for the election of directors?..............................................................................	7
What happens if additional matters are presented at the Annual Meeting?........................................................	7
Who will serve as inspector of elections?.......................................................................................................	7
Who will bear the cost of soliciting votes for the Annual Meeting?....................................................................	8
Where can I find the voting results of the Annual Meeting?..............................................................................	8
What is the deadline to propose actions for consideration at next year's Annual Meeting of stockholders or to nominate individuals to serve as directors?................................................................................................	8
Can I participate in the question-and-answer portion of the Annual Meeting without attending the Annual Meeting? ...............................................................................................................................................	9

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS................................................................	10
Board of Directors Independence..................................................................................................................	10
Board of Directors Structure and Committee Composition...............................................................................	10
Audit Committee.................................................................................................................................	11
Nominating and Corporate Governance Committee.................................................................................	12
Leadership Development and Compensation Committee.........................................................................	12
Executive Committee...........................................................................................................................	14
Real Estate Committee........................................................................................................................	14
Acquisition Committee.........................................................................................................................	14
Compensation Committee Interlocks and Insider Participation.........................................................................	14
Chairman of the Board of Directors................................................................................................................	15
Lead Independent Director............................................................................................................................	15
Consideration of Director Nominees..............................................................................................................	15
Stockholder Recommendations and Nominees......................................................................................	15
Director Qualifications..........................................................................................................................	16
Identification and Evaluation of Nominees for Directors............................................................................	16
Executive Sessions.....................................................................................................................................	16
Outside Advisors.........................................................................................................................................	16
Board Effectiveness.....................................................................................................................................	16
Communications with the Board of Directors..................................................................................................	16
Common Stock and Dividends......................................................................................................................	17
Headquarters Information.............................................................................................................................	17


DIRECTOR COMPENSATION............................................................................................................................	18
Compensation for 2008..............................................................................................................................	18
Standard Board Compensation Arrangements..............................................................................................	18

PROPOSAL NUMBER 1-Election of Directors...................................................................................................	19
Nominees.................................................................................................................................................	19
Required Vote...........................................................................................................................................	21
Recommendation......................................................................................................................................	21

PROPOSAL NUMBER 2-Ratification of Appointment of Independent Registered Public Accounting Firm................	22
Required Vote...........................................................................................................................................	22
Recommendation......................................................................................................................................	22

PROPOSAL NUMBER 3-Approval of an Amendment to Google's 2004 Stock Plan...............................................	23
Summary of the Plan.................................................................................................................................	23
Plan Benefits............................................................................................................................................	28
U.S. Federal Income Tax Information...........................................................................................................	28
Required Vote...........................................................................................................................................	29
Recommendation......................................................................................................................................	29

STOCKHOLDER PROPOSALS..........................................................................................................................	30

PROPOSAL NUMBER 4-Stockholder Proposal.................................................................................................	31
Required Vote...........................................................................................................................................	32
Recommendation......................................................................................................................................	32

PROPOSAL NUMBER 5-Stockholder Proposal.................................................................................................	33
Required Vote...........................................................................................................................................	33
Google Opposing Statement......................................................................................................................	34
Recommendation......................................................................................................................................	34

PROPOSAL NUMBER 6-Stockholder Proposal.................................................................................................	35
Required Vote...........................................................................................................................................	36
Google Opposing Statement......................................................................................................................	36
Recommendation......................................................................................................................................	36

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT................................	37

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE..............................................................	40

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............................................................................	41
Related Party Transactions Policy and Procedure........................................................................................	41

EXECUTIVE COMPENSATION...........................................................................................................................	43
Compensation Discussion and Analysis......................................................................................................	43
Leadership Development and Compensation Committee Report.....................................................................	53
Summary Compensation Table...................................................................................................................	54
Grants of Plan-Based Awards in 2008.........................................................................................................	55
Outstanding Equity Awards at 2008 Fiscal Year-End....................................................................................	56
Option Exercises and Stock Vested in Fiscal 2008......................................................................................	57
Equity Compensation Plan Information........................................................................................................	58

INDEPENDENT PUBLIC ACCOUNTANTS...........................................................................................................	59
Audit and Non-Audit Fees..........................................................................................................................	59
Pre-Approval of Audit and Non-Audit Services..............................................................................................	59

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS.............................................................	60

APPENDIX A: AUDIT COMMITTEE CHARTER.....................................................................................................	A-1

APPENDIX B: LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE CHARTER.............................	B-1

APPENDIX C: GOOGLE 2004 STOCK PLAN.......................................................................................................	C-1