We held our 2011 Annual Meeting of Stockholders on June 2, 2011 at our corporate headquarters at 1600 Amphitheatre Parkway, Mountain View, California 94043. The following proposals were submitted to the stockholders:
For more information about the foregoing proposals, see our proxy statement dated April 20, 2011. Holders of our Class A common stock are entitled to one vote per share and holders of our Class B common stock are entitled to 10 votes per share and vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law. The number of votes cast for and against and the number of abstentions and non-votes with respect to each matter voted upon are set forth below:
Election of Directors
| Director Nominee | Votes For | Votes Withheld | Non-Votes |
|---|---|---|---|
| Larry Page | 814,932,447 | 3,925,209 | 32,380,965 |
| Sergey Brin | 813,845,528 | 5,012,128 | 32,380,965 |
| Eric E. Schmidt | 814,366,525 | 4,491,131 | 32,380,965 |
| L. John Doerr | 782,939,751 | 35,917,905 | 32,380,965 |
| John L. Hennessy | 805,013,450 | 13,844,206 | 32,380,965 |
| Ann Mather | 815,953,207 | 2,904,449 | 32,380,965 |
| Paul S. Otellini | 790,091,526 | 28,766,130 | 32,380,965 |
| K. Ram Shriram | 816,164,372 | 2,693,284 | 32,380,965 |
| Shirley M. Tilghman | 811,898,576 | 6,959,080 | 32,380,965 |
The nine nominees were elected to the Board of Directors and will serve as directors until our next annual meeting or until their respective successors are elected and qualified.
Ratification of Ernst & Young LLP as Google’s
Independent Registered Public Accounting Firm
The results of the voting were 849,138,150 votes for, 1,912,372 votes against, and
188,099 abstentions. There were no non-votes on this matter. The appointment of Ernst
& Young was ratified.
Approval of Amendment to Google's 2004 Stock Plan
The results of the voting were 662,155,333 votes for, 156,532,467 votes against,
166,496 abstentions, and 32,384,325 non-votes. The amendment was approved.
Approval of 2010 Compensation Awarded to Named Executive
Officers
The results of the voting were 798,560,961 votes for, 19,427,555 votes against,
869,115 abstentions, and 32,380,990 non-votes. The 2010 compensation awarded
to Google's named executive officers was approved.
Frequency of Future Stockholder Advisory Votes
Regarding Compensation Awarded to Named Executive
Officers
The results of the voting were 679,891,880 votes for every three years, 2,209,171 votes
for every two years, 136,444,921 votes for every one year, 308,366 abstentions,
and 32,384,280 non-votes. The frequency that received the highest number of
votes (three years) was deemed to be the frequency selected by our stockholders.
Stockholder Proposal Regarding the Formation of a Board Committee on
Sustainability
The results of the voting were 8,366,598 votes for, 778,184,962 votes against,
32,306,061 abstentions, and 32,381,000 non-votes. The stockholder proposal
was not approved.
Stockholder Proposal Regarding the Adoption of a Simple Majority Voting
Standard for Stockholder Matters
The results of the voting were 79,923,607 votes for, 738,720,391 votes against,
210,318 abstentions, and 32,384,305 non-votes. The stockholder proposal was not
approved.
Stockholder Proposal Regarding a Conflict of Interest and Code
of Conduct Compliance Report
The results of the voting were 3,422,651 votes for, 786,421,270 votes
against, 29,013,700 abstentions, and 32,381,000 non-votes. The stockholder
proposal was not approved.
