Google 2011 Annual Report Download - page 25

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Further details of the Transfer Restriction Agreement are included in our proxy,
but it’s important to note that the stapling provision is designed so that, subject to
the thresholds, the votes held by the founders and Eric will be reduced proportionally
as their economic interest in the company declines.
Our board of directors carefully considered this proposal to create a new class of stock
before reaching a decision. In January 2011, the board established a special committee,
comprised of independent, non-management board members to consider a new class
of stock, or other alternatives. This committee retained its own fi nancial and legal
advisers to assist with its deliberations, and met on numerous occasions over the 15
months that the special committee considered the proposal separately from the board.
The committee recommended, and the board unanimously approved, the proposal.
The proposal is subject to the approval of a majority of the voting power of Google’s
common stock, voting together as a single class, at our annual meeting on June 21,
2012. Given that Larry, Sergey, and Eric control the majority of voting power and
support this proposal, we expect it to pass. The Board of Directors has not set a
record date for the issuance of the Class C dividend and currently expects to set the
date following the annual meeting.
Our proxy statement, fi led with the SEC, contains further details regarding the proposal.
David Drummond
Chief Legal Offi cer, Google Inc.
April 2012
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