Google (GOOG)

(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):

On November 30, 2009, Larry Page and Sergey Brin each adopted stock trading plans in accordance with guidelines specified under Rule 10b5-1 of the Securities and Exchange Act of 1934 and Google’s policies regarding stock transactions. In the future, they will begin selling a portion of their Google stock pursuant to these stock trading plans.

Larry is a Co-Founder of Google and serves as Google’s President, Products and Sergey is also a Co-Founder of Google and serves as its President, Technology.

These pre-arranged stock trading plans were adopted in order to allow Larry and Sergey to sell a portion of their Google stock over time as part of their respective long-term strategies for individual asset diversification and liquidity. The transactions under these plans will be disclosed publicly through Form 4 and Form 144 filings with the Securities and Exchange Commission. Using these plans, they can gradually diversify their investment portfolios and can spread stock trades out over an extended period of time to reduce market impact. Because these plans were established well in advance of a trade, they also help avoid concerns about whether these officers had material, non-public information when they made a decision to sell their stock.

Larry and Sergey currently hold approximately 57.7 million shares of Class B common stock, which represents approximately 18% of Google’s outstanding capital stock and approximately 59% of the voting power of Google’s outstanding capital stock. Under the terms of these Rule 10b5-1 trading plans, and as a part of a five year diversification plan, Larry and Sergey each intend to sell approximately 5 million shares. If Larry and Sergey complete all the planned sales under these Rule 10b5-1 trading plans, they would continue to collectively own approximately 47.7 million shares, which would represent approximately 15% of Google’s outstanding capital stock and approximately 48% of the voting power of Google’s outstanding capital stock (assuming no other sales and conversions of Google capital stock occur).

(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):

On January 21, 2010, Google is issuing a press release and holding a conference call regarding its financial results for the quarter and the fiscal year ended December 31, 2009. A copy of the press release is furnished as Exhibit 99.1 to this 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.

Google 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.

A copy of the consolidated balance sheets, consolidated statements of income and consolidated statements of cash flows for the quarter and the fiscal year ended December 31, 2009 and other financial tables are filed as Exhibit 99.2 to this Form 8-K and are incorporated herein by reference.

(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):

On January 7, 2010, On2 Technologies, Inc. (“On2”), Google Inc. (“Google”), Oxide Inc., a Delaware corporation and a wholly owned subsidiary of Google (“Merger Sub I”) and Oxide LLC, a Delaware limited liability company and a wholly owned subsidiary of Google (“Merger Sub II”) entered into Amendment No. 1 (the “Amendment”) to the Agreement and Plan of Merger, dated as of August 4, 2009, by and among On2, Google and Merger Sub I (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, as amended, Merger Sub I will be merged with and into the Company and, as a result, the Company will continue as the surviving corporation and a wholly owned subsidiary of Google (the “First Step Merger”). As soon as practicable thereafter, the Company will merge with and into Merger Sub II and, as a result, Merger Sub II will continue as the surviving entity and a wholly owned subsidiary of Google (the “Second Step Merger” and, taken together with the First Step Merger, the “Merger”).

As a result of the amendment to the Merger Agreement, Google filed a supplement, dated January 15, 2010 (the “Supplement”), to the definitive proxy statement/prospectus, dated November 3, 2009, which forms a part of a registration statement on Form S-4, as amended (File No. 333-161858) (the “Registration Statement”), that Google filed on September 11, 2009 in connection with the proposed Merger. The Registration Statement includes a proxy statement of On2 and also constitutes a prospectus of Google. The supplement to the definitive proxy statement/prospectus constitutes a supplement to the prospectus of Google with respect to the shares of Google Class A Common Stock to be issued to On2 stockholders in connection with the proposed Merger and also constitutes a supplement to On2’s proxy statement with respect to the February 17, 2010 reconvened special meeting of On2 stockholders to consider and vote to adopt the Merger Agreement, as amended. In connection therewith, Wilson Sonsini Goodrich & Rosati, P.C. rendered a revised opinion regarding certain tax matters. A copy of its opinion is attached hereto as Exhibit 8.1.

This report is also being filed for the purpose of filing as exhibits the document listed in Item 9.01 below, which is hereby incorporated by reference into the Registration Statement, as amended and as supplemented by the Supplement or otherwise pursuant to requirements of Form 8-K.

(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):

On January 12, 2010, Google posted on the Official Google Blog an announcement that it was the target of a cyber attack and that it will be reviewing the feasibility of its business operations in China. A copy of the blogpost is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

(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):

On October 15, 2009, Google is issuing a press release and holding a conference call regarding its financial results for the quarter ended September 30 2009. A copy of the press release is furnished as Exhibit 99.1 to this 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.

Google 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.

A copy of the consolidated balance sheets, consolidated statements of income and consolidated statements of cash flows for the quarter ended September 30, 2009 and other financial tables are filed as Exhibit 99.2 to this Form 8-K and are incorporated herein by reference.

(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):

Departure of Director

Dr. Arthur Levinson resigned from the Board of Directors of Google Inc. effective October 12, 2009.

(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):

On July 7, 2009, the Nominating and Corporate Governance Committee and the Leadership Development and Compensation Committee of Google’s Board of Directors jointly approved revisions to the standard compensation arrangements for non-employee members of Google’s Board.

Under the revised compensation arrangements, each non-employee director who was fully vested in all previously awarded equity grants as of July 7, 2009 (John Doerr, John Hennessey, Arthur Levinson, Paul Otellini, and Ram Shriram) received a one-time grant of $500,000 in Google Stock Units (GSUs). Consistent with past officer equity granting practice, these grants took place on the first Wednesday of the month following the date they were approved (August 5, 2009).

Each non-employee director who was not fully vested in all previously awarded equity grants on July 7, 2009 (Ann Mather and Shirley Tilghman) will receive a $500,000 grant of GSUs on the first Wednesday of the month following the final vesting date of their previous equity grants.

Beginning with the first stockholder meeting after receipt of the one-time grant described above, each director will receive an annual $350,000 GSU grant and an annual $75,000 cash retainer. These grants and payments will be made on the first Wednesday of the month following each annual stockholder meeting.

The exact number of GSUs comprising the grants will be calculated by dividing the target dollar amount by the closing price of Google’s stock on the day prior to grant. These GSUs will vest at the rate of 1/4^th on the first anniversary of the grant date and an additional 1/16^th each quarter thereafter.

Under the revised compensation arrangements, the Chair of the Audit Committee will also receive an additional annual cash retainer of $25,000 beginning after the annual stockholder meeting following his or her initial grant. This cash payment will be made on the first Wednesday of the month following each annual stockholder meeting. Assuming Ann Mather remains Chair of the Audit Committee, she will receive her first retainer in 2011.

This information shall not be deemed “filed” for the 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 in the specific reference in such a filing.

(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):

(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):

In June 2009, Google Inc. invested approximately $2.6 million in the Series B preferred stock financing of 23andMe, Inc., a privately-held personal genetics company dedicated to helping individuals understand their own genetic information through DNA analysis technologies and web-based interactive tools. Google previously invested approximately $3.9 million in the Series A preferred stock financing of 23andMe in May 2007. In November 2007, Google purchased additional shares of Series A preferred stock of 23andMe held by an investor in 23andMe’s Series A preferred stock financing for approximately $500,000. Google made this investment in the Series B preferred stock financing of 23andMe pursuant to Google’s existing right to purchase its pro rata share of new securities issued by 23andMe. Google continues to hold a minority interest in 23andMe as a result of the Series B investment. 23andMe’s Series B financing involved a number of additional investors including New Enterprise Associates. Anne Wojcicki, who is a co-founder of 23andMe and who is also a stockholder and member of the board of directors, is married to Sergey Brin, Google’s President, Technology and one of its founders. Sergey also holds approximately 38% of Google’s Class B common stock. Prior to Google’s investment in 23andMe’s Series B preferred stock financing, Sergey also invested approximately $10 million in 23andMe’s convertible debt financing, which was converted into Series B preferred stock as part of this financing transaction. In June 2009, Google also entered into a lease agreement with 23andMe. Google’s Audit Committee reviewed and approved the investment and lease transactions as part of Google’s procedures for entering into transactions with related parties. The valuation of the Series B investment was determined by negotiations between New Enterprise Associates and 23andMe in which Google played no role. The terms and conditions of the lease with 23andMe were reviewed by an independent real estate appraiser. As part of its decision-making process, the Audit Committee was advised by independent counsel.

This information shall not be deemed “filed” for the 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 in the specific reference in such a filing.

(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):

2004 Stock Plan

On May 7, 2009, at the 2009 Annual Meeting of Stockholders of Google Inc., the stockholders approved an amendment to the Google 2004 Stock Plan (the “2004 Stock Plan”) to increase by 8,500,000, the number of authorized shares of Class A common stock that may be issued thereunder.

A copy of the 2004 Stock Plan is being filed as Exhibit 10.08 to this Form 8-K and is incorporated herein by reference in its entirety.

(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):

Fiscal Year 2008 Executive Bonus Awards

On February 26, 2009, the Leadership Development and Compensation Committee of the Board of Directors of Google determined the allocation of the discretionary bonus payment among Google’s executive officers under the Executive Bonus Plan (the “Plan”). The Plan sets the maximum amount payable to any one executive in the fiscal year 2008 at $6.0 million. These payments are in recognition of executive officers’ contributions to performance in 2008. The table below sets forth the individual discretionary bonus payments to Google’s named executive officers and George Reyes, Google’s former Senior Vice President & Chief Financial Officer:

(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):

On January 22, 2009, Google is issuing a press release and holding a conference call regarding its financial results for the quarter and for the fiscal year ended December 31, 2008. A copy of the press release is furnished as Exhibit 99.1 to this 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.

Google 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.

A copy of the condensed consolidated balance sheets, consolidated statements of income and condensed consolidated statements of cash flows for the quarter and for the fiscal year ended December 31, 2008 and other financial tables are filed as Exhibit 99.2 to this Form 8-K and are incorporated herein by reference.

On January 22, 2009, Google also posted on the Official Google Blog an announcement that it intends to implement an employee stock option exchange program. A copy of the blogpost is filed as Exhibit 99.3 to this Form 8-K and is incorporated herein by reference.

(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):

On October 16, 2008, Google is issuing a press release and holding a conference call regarding its financial results for the quarter ended September 30, 2008. A copy of the press release is furnished as Exhibit 99.1 to this 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.

Google 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.

A copy of the condensed consolidated balance sheets, consolidated statements of income and condensed consolidated statements of cash flows for the quarter ended September 30, 2008 and other financial tables are filed as Exhibit 99.2 to this Form 8-K and are incorporated herein by reference.

(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):

On July 17, 2008, Google is issuing a press release and holding a conference call regarding its financial results for the quarter ended June 30, 2008. A copy of the press release is furnished as Exhibit 99.1 to this 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.

Google 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.

A copy of the condensed consolidated balance sheets, consolidated statements of income and condensed consolidated statements of cash flows for the quarter ended June 30, 2008 and other financial tables are filed as Exhibit 99.2 to this Form 8-K and are incorporated herein by reference.

(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):

(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):

On April 17, 2008, Google is issuing a press release and holding a conference call regarding its financial results for the quarter ended March 31, 2008. A copy of the press release is furnished as Exhibit 99.1 to this 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.

Google 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.

A copy of the condensed consolidated balance sheets, consolidated statements of income and condensed consolidated statements of cash flows for the quarter ended March 31, 2008 and other financial tables are filed as Exhibit 99.2 to this Form 8-K and are incorporated herein by reference.