Alphabet employees create a great deal of value for the Company and its shareholders. In last year’s annual report, Alphabet asserted, “Our people are critical for our continued success” and cited problems with employee recruitment, retention, or motivation as a risk to the Company’s continued growth. Clearly, the Company’s relationship with its employees is critical to long-term shareholder value.



Expanding and diversifying the pool of potential director nominees can have important benefits. A 2020 NBER study states that giving workers formal control rights increases female board representation and raises capital formation. Employees also often increase board diversity in terms of race. Other potential benefits include reduced turnover as employees are more empowered to influence firm-specific investments, better informed decision-making because employees have specialized knowledge, and better monitoring of management with increased information channels.



The Rooney Rule in the National Football League seeks to diversify the pool of candidates from which a head coach or front-office executive is selected. In similar fashion this proposal recommends a mechanism to expand the pool of candidates from which the Nominations and Corporate Governance Committee selects a slate of director nominees to recommend. Many companies have adopted a similar mechanism to increase the representation of women and people of color on their boards, including Amazon.com, Citigroup, and Home Depot.



Several actions by Alphabet employees over the last few years highlight the risks posed by a corporate culture that is out of alignment with the values of its employees:



• In 2018, thousands of Alphabet employees signed petitions opposing the Company’s involvement in censorship (“Project Dragonfly”) and in developing military technology (“Project Maven”). Moreover, approximately 20,000 employees and contractors staged a walkout to protest how the Company handles sexual harassment and discrimination. The protest was triggered by the revelation that Alphabet had paid millions of dollars to three male executives despite credible accusations of sexual misconduct.
• In 2019, Alphabet workers protested the company’s continued work with immigration agencies responsible for detaining children, against anti-LBGTQ+ content on YouTube, and for fair treatment of contract workers.
• In 2020, following nation-wide protests against racism and police violence, over 1,000 Alphabet workers petitioned the company to cease working with police departments facing racial bias lawsuits.
• In 2021, after Alphabet terminated some participants in these actions, the National Labor Relations Board charged the Company with multiple Unfair Labor Practices.

We urge shareholders to vote for this proposal.