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Alphabet Inc. 8-K 2017

Documents found in this filing:

  1. 8-K
  2. Ex-99.1
  3. Ex-99.2
  4. Ex-99.2
Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
_________________________________________________
FORM 8-K
_____________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
July 19, 2017
____________________________________________________________
ALPHABET INC.
(Exact name of registrant as specified in its charter) 
_______________________________________________________________
Delaware
001-37580
61-1767919
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1600 Amphitheatre Parkway
Mountain View, CA 94043
(Address of principal executive offices, including 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 2.02.
Results of Operations and Financial Condition.
On July 24, 2017, Alphabet Inc. (“Alphabet”) is issuing a press release and holding a conference call regarding its financial results for the quarter ended June 30, 2017. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Alphabet is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 19, 2017, the Board of Directors (the “Board”) of Alphabet appointed Sundar Pichai to serve as a member of the Board. Mr. Pichai has served as the Chief Executive Officer of Google Inc., a wholly owned subsidiary of Alphabet, since October 2015.
There are no arrangements or understandings between Mr. Pichai and any other persons pursuant to which Mr. Pichai was selected as a director of Alphabet. There are no relationships or related transactions between Mr. Pichai and Alphabet that would be required to be reported. As an employee director, Mr. Pichai will not receive any compensation for his service as a member of the Board.
A copy of the press release announcing the appointment is filed as Exhibit 99.2 to this Current Report on Form 8-K.







Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
99.1
Earnings press release of Alphabet Inc. dated July 24, 2017
99.2
Appointment press release of Alphabet Inc. dated July 24, 2017






SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
ALPHABET INC.
 
 
Date: July 24, 2017
/s/ RUTH PORAT
 
Ruth Porat
Senior Vice President and Chief Financial Officer





EXHIBIT INDEX
 
Exhibit
Number
  
Description
 
 
99.1
 
Earnings press release of Alphabet Inc. dated July 24, 2017
 
99.2
 
Appointment press release of Alphabet Inc. dated July 24, 2017



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