NASDAQ NASDAQ false 0001652044 0001652044 2020-10-22 2020-10-22 0001652044 us-gaap:CommonStockMember 2020-10-22 2020-10-22 0001652044 us-gaap:CapitalUnitClassAMember 2020-10-22 2020-10-22





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

October 22, 2020




(Exact name of registrant as specified in its charter)




Delaware   001-37580   61-1767919

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

1600 Amphitheatre Parkway

Mountain View, CA 94043

(Address of principal executive offices) (Zip Code)

(650) 253-0000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Class A Common Stock, $0.001 par value   GOOGL   Nasdaq Stock Market LLC
    (Nasdaq Global Select Market)
Class C Capital Stock, $0.001 par value   GOOG   Nasdaq Stock Market LLC
None   None   (Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 8.01.

Other Events.

On October 22, 2020, the Superior Court of the State of California, County of Santa Clara (the “Court”), granted preliminary approval of the settlement of the stockholder derivative action captioned In re Alphabet Inc. Shareholder Derivative Litigation, Lead Case No. 19CV341522, as well as other related litigations pending in the United States District Court for the Northern District of California and the Delaware Court of Chancery and litigation demands made by certain stockholders of the company (collectively, the “Settled Matters”). The complaints and demands in the Settled Matters alleged that certain defendants breached their fiduciary duties in connection with (1) an alleged pattern of sexual harassment and discrimination by male executives at the company and (2) a data bug, allegedly in violation of state and federal law. The Settled Matters were resolved pursuant to a Stipulation and Agreement of Settlement (the “Stipulation”).

Pursuant to the Court’s Order granting preliminary approval of the settlement, the company is publishing the Notice of Pendency and Proposed Settlement of Derivative Actions (the “Notice”), attached hereto as Exhibit 99.1. The Notice and Stipulation are available for review on the company’s investor relations website at


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.






  99.1    Notice of Pendency and Proposed Settlement of Derivative Actions
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


           ALPHABET INC.
Date: October 23, 2020      

/s/ Kent Walker


Kent Walker