Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On December 7, 2019, the Board of Directors (the "Board") of Alphabet Inc. (the
"Company") appointed Frances Arnold to serve as a member of the Board and the
Nominating and Corporate Governance Committee of the Board, effective
immediately. There are no arrangements or understandings between Ms. Arnold and
any other persons pursuant to which Ms. Arnold was selected as a director of the
Company. There are no relationships or related transactions between Ms. Arnold
and the Company that would be required to be reported.
Ms. Arnold manages a research group at the California Institute of Technology
and is the Linus Pauling Professor of Chemical Engineering, Bioengineering and
Biochemistry at the California Institute of Technology and Director of the Donna
and Benjamin M. Rosen Bioengineering Center. She joined the California Institute
of Technology in 1986 and has served as a Visiting Associate, Assistant
Professor, Professor, and Director. Ms. Arnold's laboratory focuses on protein
engineering by directed evolution, with applications in alternative energy,
chemicals, and medicine. She is the recipient of numerous honors, including the
Nobel Prize in Chemistry, the Millennium Technology Prize, induction into the
National Inventors Hall of Fame, Fellow of the National Academy of Inventors,
the ENI Prize in Renewable and Nonconventional Energy, the U.S. National Medal
of Technology and Innovation, and the Charles Stark Draper Prize of the U.S.
National Academy of Engineering. Ms. Arnold is an elected member of all three
U.S. National Academies of Science, Medicine, and Engineering, as well as the
American Academy of Arts and Sciences. Ms. Arnold serves as a director of
Illumina, Inc., a provider of integrated systems for the analysis of genetic
variation and biological function, since 2016, and serves as Chair of its
Science and Technology Committee and as a member of the Nominating and Corporate
Governance Committee; and as a director of Provivi, Inc., a privately-held
agriculture pest management company. Ms. Arnold holds a Bachelor of Science
degree in mechanical and aerospace engineering from Princeton University and a
Doctoral degree in chemical engineering from the University of California,
Berkeley.
In connection with her appointment to the Board, Ms. Arnold will be granted an
initial equity award of $1,000,000 in the form of the Company's Restricted Stock
Units ("GSUs") on the first Wednesday of the month following her appointment to
the Board, with each GSU entitling Ms. Arnold to receive one share of the
Company's Class C capital stock as the GSU vests. The exact number of GSUs
comprising the grant will be calculated by dividing $1,000,000 by the closing
price of the Company's Class C capital stock on the trading day prior to grant.
These GSUs will vest at the rate of 25% on the 25th day of the month in which
the grant's first anniversary occurs, and an additional 1/48th will vest on the
25th day of each month thereafter, subject to continued service on the Board on
the applicable vesting dates. Following each of the Company's annual stockholder
meetings, Ms. Arnold will also be eligible to receive the Company's standard
compensation arrangement for non-employee directors, which consists of an annual
$350,000 GSU grant, vesting monthly over a period of four years, and an annual
$75,000 cash retainer. The grant and payment following the 2020 annual
stockholder meeting will be prorated based upon the time between the effective
date of Ms. Arnold's appointment to the Board and the date of the 2020 annual
stockholder meeting. The GSUs are subject to the terms and conditions of the
Company's Amended and Restated 2012 Stock Plan and its related grant agreements.
The Company will also reimburse Ms. Arnold all reasonable expenses in connection
with her services to the Company. A copy of the letter agreement between Ms.
Arnold and the Company is filed as Exhibit 10.1 to this Current Report on Form
8-K.
Ms. Arnold will execute the Company's form of indemnification agreement, a copy
of which has been filed as Exhibit 10.4 to the Company's Current Report on Form
8-K filed with the U.S. Securities and Exchange Commission on October 2, 2015.
A copy of the press release announcing the above is filed as Exhibit 99.1 to
this Current Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Letter Agreement, dated December 7, 2019, between Frances Arnold
10.1 and Alphabet Inc.
Form of Indemnification Agreement (incorporated by reference from
Current Report on Form 8-K (File No. 001-37580) filed on October 2,
10.4 2015
99.1 Press release of Alphabet Inc. dated December 9, 2019
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