2012 Proxy Vote Results

We held our 2012 Annual Meeting of Stockholders on June 21, 2012 at our corporate headquarters at 1600 Amphitheatre Parkway, Mountain View, California 94043. The following proposals were submitted to the stockholders:

1. The election of 10 directors to hold office until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified.

2. The ratification of the appointment of Ernst & Young LLP as Google’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

3. The approval of the adoption of Google’s Fourth Amended and Restated Certificate of Incorporation comprising the following three proposals:

3A. The approval of the adoption of amendments to Google’s Third Amended and Restated Certificate of Incorporation to establish the Class C capital stock and to make certain clarifying changes.

3B. The approval of the adoption of amendments to Google’s Third Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Class A common stock from 6 billion to 9 billion.

3C. The approval of the adoption of amendments to Google’s Third Amended and Restated Certificate of Incorporation to provide for the treatment of shares of Class A common stock in a manner that is at least as favorable as the shares of Class B common stock.

4. The approval of Google’s 2012 Stock Plan.

5. The approval of Google’s 2012 Incentive Compensation Plan for Employees and Consultants of Motorola Mobility.

6. A stockholder proposal regarding an advisory vote on political contributions.

7. A stockholder proposal regarding mandatory arbitration of certain shareholder claims.

8. A stockholder proposal regarding equal shareholder voting.

For more information about the foregoing proposals, see our definitive proxy statement dated May 9, 2012.

Holders of the shares of Class A common stock are entitled to one vote per share and holders of the shares of Class B common stock are entitled to 10 votes per share. Holders of the shares of Class A common stock and holders of the shares of Class B common stock voted together as a single class on all matters (including the election of directors) submitted to a vote of stockholders at this annual meeting. In addition, holders of the shares of Class B common stock voted as a separate class on the proposal to approve the adoption of Google’s Fourth Amended and Restated Certificate of Incorporation (comprising three proposals).

The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

1. Election of Directors

Director Nominee Votes For Votes Withheld Non-Votes
Larry Page 821,524,043 13,539,353 28,473,937
Sergey Brin 821,058,849 14,004,547 28,473,937
Eric E. Schmidt 820,638,835 14,424,561 28,473,937
L. John Doerr 796,996,442 38,066,954 28,473,937
Diane B,. Greene 830,200,159 4,863,237 28,473,937
John L. Hennessy 800,813,256 34,250,140 28,473,937
Ann Mather 801,072,031 33,991,365 28,473,937
Paul S. Otellini 797,253,838 37,809,558 28,473,937
K. Ram Shriram 820,187,500 14,875,896 28,473,937
Shirley M. Tilghman 815,873,107 19,190,289 28,473,937

The 10 nominees were elected to Google’s Board of Directors and will serve as directors until our next annual meeting or until their respective successors are duly elected and qualified.

2. Ratification of Appointment of Ernst & Young LLP as Google’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2012.

The results of the voting were 861,377,964 votes for, 1,507,794 votes against, and 651,575 abstentions. There were no broker non-votes on this matter. The appointment of Ernst & Young LLP as Google’s independent registered public accounting firm for the fiscal year ending December 31, 2012 was ratified.

3. Approval of the Adoption of Google’s Fourth Amended and Restated Certificate of Incorporation comprising the following three proposals:

3A. The approval of the adoption of amendments to Google’s Third Amended and Restated Certificate of Incorporation to establish the Class C capital stock and to make certain clarifying changes.

3B. The approval of the adoption of amendments to Google’s Third Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Class A common stock from 6 billion to 9 billion.

3C. The approval of the adoption of amendments to Google’s Third Amended and Restated Certificate of Incorporation to provide for the treatment of shares of Class A common stock in a manner that is at least as favorable as the shares of Class B common stock.

The results of the voting on Proposal Numbers 3A, 3B, and 3C, with (1) holders of the shares of Class A common stock and holders of the shares of Class B common stock voting together as a single class, and (2) holders of the shares of Class B common stock voting as a separate class, are set forth below:

Proposal Number 3A Proposal Number 3B Proposal Number 3C
Holders of Shares of Class A Common Stock and Holders of Shares of Class B Common Stock Voting Together as a Single Class Holders of Shares of Class B Common Stock Voting as a Separate Class Holders of Shares of Class A Common Stock and Holders of Shares of Class B Common Stock Voting Together as a Single Class Holders of Shares of Class B Common Stock Voting as a Separate Class Holders of Shares of Class A Common Stock and Holders of Shares of Class B Common Stock Voting Together as a Single Class Holders of Shares of Class B Common Stock Voting as a Separate Class
Votes For 674,411,170 646,819,460 675,685,992 646,819,460 798,576,232 646,819,460
Votes Against 160,067,710 0 158,729,728 0 35,736,945 0
Abstentions 584,335 0 647,495 0 749,755 0
Broker Non-Votes 28,474,118 0 28,474,118 0 28,474,401 0

Each of the proposals comprising Proposal Number 3 had been cross-conditioned upon the approval by our stockholders of all of the proposals comprising Proposal Number 3.  The approval of each of the proposals comprising Proposal Number 3 constituted the requisite approval of the adoption of the Google’s Fourth Amended and Restated Certificate of Incorporation as required by Delaware law.  The adoption of Google’s Fourth Amended and Restated Certificate of Incorporation was approved.

4. Approval of Google’s 2012 Stock Plan

The results of the voting were 673,835,311 votes for, 160,535,207 votes against, 692,672 abstentions, and 28,474,143 broker non-votes. Google’s 2012 Stock Plan was approved.

5. Approval of Google’s 2012 Incentive Compensation Plan for Employees and Consultants of Motorola Mobility

The results of the voting were 676,204,541 votes for, 158,174,848 votes against, 683,876 abstentions, and 28,474,068 broker non-votes. Google’s 2012 Incentive Compensation Plan for Employees and Consultants of Motorola Mobility was approved.

6. Stockholder Proposal Regarding an Advisory Vote on Political Contributions

The results of the voting were 6,995,169 votes for, 807,879,913 votes against, 20,187,757 abstentions, and 28,474,494 broker non-votes. The stockholder proposal regarding an advisory vote on political contributions was defeated.

7. Stockholder Proposal Regarding Mandatory Arbitration of Certain Shareholder Claims

The results of the voting were 2,980,689 votes for, 830,806,516 votes against, 1,275,669 abstentions, and 28,474,459 broker non-votes. The stockholder proposal regarding mandatory arbitration of certain shareholder claims was defeated.

8. Stockholder Proposal Regarding Equal Shareholder Voting

The results of the voting were 147,240,478 votes for, 686,884,401 votes against, 938,344 abstentions, and 28,474,110 broker non-votes. The stockholder proposal regarding equal shareholder voting was defeated.