Alphabet Inc.
Shareholder Proposals
Item 5
Disclose contingency plans, stress tests, emissions pathways, and estimated carbon removal required to meet Alphabet’s 2030 climate commitments given AI-driven energy demand.
The proposal requests that Alphabet publish a report explaining how it will meet its announced 2030 greenhouse gas and 24/7 carbon-free energy commitments in light of rapidly growing energy demand from AI and data center expansion. It asks for contingency plans and scenario analyses, a stress test of the company’s strategies over which it has direct and indirect control, emissions pathways aligned with IPCC 1.5°C scenarios, and estimated volumes of carbon removal needed for residual emissions. The proponent cites rising data center electricity forecasts and increased emissions since 2019 as rationale for greater transparency. The report is to exclude confidential information and be prepared at reasonable cost.
Item 6
Prepare a public report assessing how Alphabet’s water usage policies and practices align with fiduciary duty to maximize long-term shareholder value, with emphasis on AI-related operational efficiency, costs, and risk mitigation.
The proposal asks Alphabet to publish a report describing how its water management policies and practices support its fiduciary duty to shareholders, specifically in relation to sustaining AI infrastructure and brand value. It requests quantification of financial exposure to water-related risks, evaluation of cost-effective water and cooling technologies for data centers, and assessment of regional water constraints that could affect expansion. The proponent frames water stewardship as an operational and financial risk that can affect uptime, competitiveness, and profitability for AI and cloud services. The report should avoid non-fiduciary metrics and omit proprietary information while being prepared at reasonable cost.
Item 7
Phase out Alphabet’s multi-class structure to give each share one vote through a recapitalization plan implemented over a multi-year phase-out.
The proposal asks the Board to initiate and adopt a recapitalization plan to transition Alphabet to a one-share, one-vote structure over a proposed phase-out period (recommended seven years). Proponents argue the current multi-class structure concentrates voting control with founders and limits public shareholder influence, potentially undermining accountability. The request highlights governance concerns and cites recommendations from governance groups for phasing out dual-class structures. The report would require the Board to establish mechanisms and timelines to effectuate the recapitalization consistent with law and existing contracts.
Item 8
Establish an independent committee and publish a report assessing risks from limited viewpoint diversity in the Board and senior leadership.
The proposal requests that Alphabet’s Board create an independent committee to assess and report on risks arising from what the proponent characterizes as a lack of viewpoint diversity among the Board and senior leadership. The requested report would evaluate whether ideological homogeneity contributes to groupthink, regulatory exposure, reputational risks, and reduced internal debate. The submission cites data on political contributions, external indices, and past incidents as justification for transparency on this issue. The report should omit proprietary information and be prepared at reasonable cost.
Item 9
Evaluate and report on risks and impacts of using diagnostic tools or guidance from politicized external partners (e.g., third-party organizations) for content moderation.
The proposal requests an evaluation and public report analyzing benefits, costs, and legal, reputational, competitive and related risks of relying on diagnostic tools or guidance developed by external partners the proponent characterizes as politicized. It cites concerns about partnerships with organizations like the SPLC and potential bias in moderation decisions, and asks for an assessment excluding proprietary information and prepared at reasonable expense. The report would inform shareholders about risks to brand and market value stemming from third-party influence on content moderation policies. The proponent frames the request as a measure to ensure political neutrality in moderation decisions.
Item 10
Prepare a public report on how U.S. immigration policy and enforcement affect Alphabet’s operations, talent strategy, and financials.
The proposal requests that Alphabet publish a report on the impacts of U.S. immigration policy and enforcement on the company’s operations, especially as it relates to hiring skilled AI talent. The proponent highlights the importance of H‑1B and international students to innovation and cites recent policy changes and fee increases as potential risks to hiring and R&D. The requested report should describe how the company plans to mitigate talent-related risks and the financial implications for capital-intensive AI investments. The report is to be public and prepared at reasonable expense.
Item 11
Publish a report assessing risks (operational, reputational, regulatory, legal) from gaps in policies, controls, and oversight over customer and user data across Google Services and Google Cloud, and recommend mitigations.
The proposal requests a public report analyzing operational, reputational, regulatory, and legal risks arising from potential gaps in Alphabet’s policies and controls for customer and user data processed through Google Services and Google Cloud. It asks management to evaluate scenarios where product misuse or governmental access could lead to regulatory interventions, contractual violations, or litigation, and to recommend risk-mitigation measures. The proponent cites recent privacy-related legal actions and GDPR exposure as examples that illustrate the potential materiality of these risks. The report should be prepared at reasonable cost and omit proprietary information.
Item 12
Amend the Audit Committee charter to assign formal responsibility for oversight of responsible AI development, related human-rights risks, regulatory risks, and policy implementation.
This proposal asks Alphabet to update the Audit Committee charter to provide explicit committee-level oversight of AI development, deployment, and associated human-rights and regulatory risks, and to ensure such matters are reviewed with the full Board when significant. The proponent points to a recent charter change that removed civil and human rights oversight and argues that a dedicated committee role would close an accountability gap as AI investments accelerate. The request notes industry precedent where boards have assigned AI oversight to specific committees to ensure focused governance and risk mitigation. The report would help ensure proactive governance against legal, reputational, and operational risks tied to AI.
Item 13
Commission an independent third-party assessment of actions to mitigate AI-generated misinformation and report findings and recommended mitigations to shareholders.
The proposal requests that Alphabet commission an independent third-party assessment of additional measures the company could take to reduce the generation and dissemination of false information produced by its generative AI systems. The assessment should summarize findings and recommended mitigations, which can include human review, algorithmic tools, whistleblower mechanisms, or other detection and removal approaches, and the report should exclude proprietary information. The proponent cites lawsuits and reported model hallucination rates as evidence of material legal, regulatory, reputational, and financial risk. The report is to be prepared at reasonable expense and presented to shareholders.
Item 14
Publish a report assessing risks from unethical or improper use of external data in AI development, describing mitigation steps and effectiveness metrics, updated annually.
The proposal requests an annual public report assessing operational, financial, and public-welfare risks from real or potential unethical or improper use of external data in Alphabet’s AI development and deployment. It asks the company to describe steps taken to mitigate those risks (e.g., data governance practices, opt-outs, compliance mechanisms) and how the company measures effectiveness. The proponent cites inquiries, litigation, and past privacy incidents as justification for greater transparency and oversight. The report should omit proprietary or legally privileged information and be updated annually.