Google (GOOG)

APPROVAL OF AN AMENDMENT TO GOOGLE’S 2004 STOCK PLAN

At the Annual Meeting, stockholders will be asked to approve an amendment to the Google Inc. 2004 Stock Plan (the “Plan”) in order to increase the maximum number of shares of our Class A common stock that may be issued under the Plan by 8,500,000 shares.

In February 2009, the LDC Committee recommended, and in March 2009 the full board of directors adopted, subject to stockholder approval, an amendment to the Plan to increase the share reserve by 8,500,000 shares of Class A common stock. Our stockholders have previously authorized us to issue under the Plan up to a total of 28,931,660 shares of Class A common stock, subject to adjustment upon certain changes in our capital structure.

The LDC Committee and the full board of directors believe that in order to successfully attract and retain the best possible candidates, we must continue to offer a competitive equity incentive program. As of December 31, 2008, 9,290,955 shares of our Class A common stock remained available for future grant of stock awards under the Plan, a number that the LDC Committee and the full board of directors believes to be insufficient to meet our anticipated needs. Therefore, the LDC Committee recommended, and the full board of directors approved, subject to stockholder approval, an amendment to increase the maximum number of shares of Class A common stock issuable under the Plan by 8,500,000 shares to a total of 37,431,660 shares of our Class A common stock, subject to adjustment upon certain changes in our capital structure.

As amended, the Plan will also provide for certain vesting acceleration of stock options, restricted stock, stock appreciation rights, performance units, performance shares, restricted stock units (which we refer to as Google Stock Units) and other stock based awards (each, an “award”) held by participants upon their death, in the event they are continuing to provide services to us at such time. More specifically, all participants who are not officers within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (“Section 16 Officers”) at the time of their death, provided they were continuing to provide services to us at such time, will be entitled upon their death to full vesting acceleration of all unvested awards. All participants who are Section 16 Officers at the time of their death will not be entitled to such vesting acceleration, although their vested options and stock appreciation rights will remain exercisable following their death in accordance with the Plan.

Stockholder approval is not required to amend the Plan to provide for the vesting acceleration of awards upon the death of a participant for all non-Section 16 Officers. Therefore, in the event stockholder approval is not obtained for the increase in the maximum number of shares of our Class A common stock that may be issued under the Plan, the Plan will be amended solely with respect to such vesting acceleration.

Approval of Amendment to Google’s 2004 Stock Plan

The results of the voting included 728,029,388 votes for, 119,201,127 votes against, 1,524,664 votes abstained, and 38,363,287 votes were non-votes. The amendment was approved.

APPROVAL OF AN AMENDMENT TO GOOGLE’S 2004 STOCK PLAN

At the Annual Meeting, the stockholders will be asked to approve an amendment to the Google Inc. 2004 Stock Plan (the “Plan”) in order to increase the maximum number of shares of our Class A common stock that may be issued under the Plan by 6,500,000 shares.

In January 2008, the LDC Committee recommended, and the full board of directors adopted, subject to stockholder approval, an amendment to the Plan to increase the share reserve by 6,500,000 shares of Class A common stock. Our stockholders have previously authorized us to issue under the Plan up to a total of 22,431,660 shares of Class A common stock, subject to adjustment upon certain changes in our capital structure.

The LDC Committee and the full board of directors believe that in order to successfully attract and retain the best possible candidates, we must continue to offer a competitive equity incentive program. As of December 31, 2007, only 2,021,216 shares of our Class A common stock remained available for future grant of stock awards under the Plan, a number that the LDC Committee and the full board of directors believes to be insufficient to meet our anticipated needs. Therefore, the LDC Committee recommended, and the full board of directors approved, subject to stockholder approval, an amendment to increase the maximum number of shares of Class A common stock issuable under the Plan by 6,500,000 shares to a total of 28,931,660 shares of our Class A common stock, subject to adjustment upon certain changes in our capital structure.

Approval of Amendment to Google’s 2004 Stock Plan

The results of the voting included 762,072,653 votes for, 124,154,504 votes against, 1,787,810 votes abstained, and 32,611,634 votes were non-votes. The amendment was approved.