How is this different from what we have today? Currently, Googlers hold two types of stock: Currently, the equity grants we make to employees e. In general, going forward, all employee equity award grants are expected to be issued in Class C stock. What does this mean if I have unvested GSUs?
What about the vesting schedule? Your vesting schedule would remain the same. What would happen to my vested, unexercised options? We expect that for each vested, unexercised option you have, you will receive a vested unexercised Class C stock option. We will provide more detail on the calculation of the adjusted strike price before the dividend date.
How will this affect Equity Refresh planning and grants? The Equity Refresh program is scheduled prior to the anticipated dividend distribution date. Please make sure you accept your Refresh grant as soon as possible after it is made. This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of about our planned recapitalization and how it is expected to affect Googlers.
These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. Information regarding the names, affiliations, and direct or indirect interests by security holdings or otherwise of these persons will be described in the proxy statement to be filed with the SEC.
Google Class B common stock which carries ten votes for each share. Google Class C capital stock which would not carry any voting rights. The record date will be announced once all required approvals have been obtained. The fundamentals of our business are unchanged by this proposal. Class C shares would not have any voting rights. See the examples below: No, if the proposal is approved, the dividend will be issued in shares of Class C stock.
So how does this work? Why are we doing this? Who came up with this proposal? The Board established a Special Committee, comprised of independent, non-management Board members, in January to consider creating a new class of stock and other alternatives. This Committee retained its own financial and legal advisers to assist it in 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, this proposal. Who has to approve this proposal? The proposal to create a new Class C stock is subject to stockholder approval at our annual meeting in June. Given that Larry, Sergey, and Eric control the majority of voting power and support this proposal, we expect it to pass.
See our Investor Relations site for more details. What is the timeline for the changes? Who would this change apply to? If the proposal is approved, we intend that future equity grants after this date would be made in Class C shares.
What do I need to do? As long as you have done this, the administration of the stock dividend would happen automatically through your brokerage account. How would this affect my voting rights on issues subject to a vote of stockholders? You would not have any votes for any Google Class C shares that you own.
What can I share with my financial adviser? No, we plan to maintain our existing targets for equity compensation and the fundamental principles underlying our compensation philosophy will also not change.
If the proposal is approved, we intend that future grants would be made using Class C stock. How do I know what type of equity I have? If you have any questions about your equity, please email stock-admin google. What would happen to shares I own i.
Would there be any changes to how we can trade these new Class C shares? No, as long as the trading window is open, you would be able to trade these new shares normally. How will this impact me? Please accept your existing grants as soon as possible. What would happen to my unvested options? We expect that for each unvested option you have, you will receive an unvested Class C option. What if I moved my vested shares to another broker?
How would the dividend work for me? The dividend would happen automatically, and your new Class C shares would be deposited into your brokerage account. What if I hold shares directly with Computershare? The dividend would happen automatically, and your new Class C shares would be deposited into your Computershare account. I currently participate in the AutoSale program.
How does this impact me? I want to participate in the AutoSale program. How will that work? If the proposal is approved, you will be permitted to sign-up for the AutoSale program during the annual enrollment period later this year. I participate in a 10b trading plan. How would this affect ongoing equity grants? In general, going forward, all employee equity award grants are expected to be made using Class C stock.
Do I need to do anything? I live and work in the United States. How would this affect my taxes? For US taxpayers the stock dividend should not be taxable for Federal Income tax purposes, but you should discuss the dividend with your financial adviser if you have any questions about your particular tax situation.
I live in [insert country name here]. Anything different for my country? We do not expect this stock dividend to be a taxable event in most countries, but are in the process of confirming this for each country. We will update you with more country-specific information as it becomes available.
You should discuss the dividend with your financial adviser if you have any questions about your particular tax situation.
I still have questions relating to my personal situation. Where should I go? The Stock Admin team is available for questions relating to the administration of your GSUs, options and stock. You should consult your own tax advisor regarding the U.More...