Google Inc.; Rule 14a-8 no-action letter - SEC · Google Inc. 1600 Amphitheatre Parkway Mountain View, CA 94043 Re: Google Inc. Dear Ms. Stephens: This is in regard to your letter

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549-4561

DIVISION OFCORPORATION FINANCE

Januar 7, 2010

Katherine StephensSenior Corporate CounselGoogle Inc.1600 Amphitheatre ParkwayMountain View, CA 94043

Re: Google Inc.

Dear Ms. Stephens:

This is in regard to your letter dated Januar 6, 2010 concernng the shareholderproposal submitted by John Harington for inclusion in Google's proxy materials for itsupcoming anual meeting of security holders. Your letter indicates that the proponenthas withdrawn the proposal, and that Google therefore withdraws its December 23,2009request for a no-action letter from the Division. Because the matter is now moot, we wilhave no fuher comment.

Sincerely,

Charles K wonSpecial Counsel

cc: John Harington

PresidentHarington Investments, Inc.1001 2nd Street, Suite 325Napa, CA 94559

¡"

! 1600 Amphitheatre Parkway Tel: 650.253.0000 Mountain View, California 94043 . www.google.comCoogle"

January 6, 2010

Via Elecnic Mail

U.S. Securities and Exchange Commission Division of Corporation Rnaflce Offce of Chief Counsel 100 F Street,. N.E. WashingLon--i€;659

Re: Goole Inc. - Withdrawal of Reques for No Acton Regarding Stkholder Propol Submitted by John Harrngton

Dear Sir or Madam:

By letter dated November 16, 2009, John Harrlngton (the "Proponent") submitted toGoogle Inc. (the "Company") a stockholder proposal entitled "Committee on Human Rights" (the "Proposal") for inclusion in the Companýs proxy sttement (the "2010 Proxy Statement'') for

. its 2010 annual meeting Qf stockholder~.

By letter dated December 23, 2009 (the "No-Action Reques''), the Company requested. that the stff of the Division of Corporation Finance of the Secunties and Exchange Commission

not recommend any enforcement action if the Company omited the Proposal from its 2010 Proxy Statement In reliance on Rule 14a"'8(i)(12).

By letter dated Decan:ber 24, 2009, the Proponent advised the Company that he is withdrawing the Proposal. As a result, the Company wishes to withdraw its No-Action Request.

For your convenience, we have attched a copy of all written correspondence relating to theProposal. . . If you have any questons or require additional information, please do not hesitate to call

the undersigned at (650) 214-1887. The Company is sending a copy of this letter and enclosures to the Proponent.

Very truly yours,

GOOGlE INC.

~,Kathenne Stephens

Senior Corporate Counsel

Enclosures

cc: John Harrington

12-24-09; 08: 38AM; ; 17072577923 # 1/

HARRINGTON i N V EST MEN T 5. INC.

I

December 24, 2009

Katherine Stephens Senior Corporate Counsel Google Inc. 1600 Ampitheatre Parkway Mountai View, CA 94043

Fax: (650) 618-1806

RE: Stockholder Proposal Submitted by John Harngton

Dear Ms. Stephens,

Pursuan.t to the receipt of your lettr on December 23, 2009, I am withdrawing my shareholder proposal to create a Human Rights Commttee.

Sincerely,

1001 2ND STREET. SUITE 325 NAPA, CALIFORNIA 94559 707-252-6166 800-788-0154 FAX 707-257-7923 .* WWW.HARRINGTONINVESTMENTS.COM

1600 Amphitheatre Parkway Tel: 650.253.0000 Mountain View, California 94043 www.google.comCoogle"

. . December 23ï 2009

Via Overnight Delivery-

U.S. Secl,rlties and Exchange Commission ---'- - - - DiVsiõnof Corporãtiõñ Rnaiice -.- - _. - - - ~­

_ Qfçe QtCj:etuns~_ _..._.____ ._ __ _ __ 100 F Street, N.E. Washington D.C. 20549

Re:.Goole Inc. ~ Stoholder Propol Submrtt byJohn Harrington

Dear Sir or Madam:

In accordance with Rule 14a-8(j under the. Securities Exchange Act of 1934, as amended (the "Exchange Act'), Google Inc., a Delaware corporation (the "Company''), hereby gives notice of the Company's intention to omit from its proxy sttement (the "2010 Proxy Sttement'') for its 2010 annual meeting of stockholders (the "2010 Annual Meetng'1 a stockholder proposal (the "2010 Proposal'1 submitted by John Harrington (the "Proponent'') under cover of letter dated November 16, 2009 and received by the Company on. November 16, 2009. .

The Company reques confirmation that the staff of the' Division of Corporation Finance (the "Staff') of the Securities and Exchange Commission (the "Commission'') wil not recommend any enforcement acton if the Company, in reliance on Rule 14a-8(i)(12), omits the

. 2010 Proposal from the .2010 :Proxy Statement on the grounds that the 2010 Proposal deals With substantially the same subject matter as another. proposal that was included in the Companýs proxy sttement for its 2008 annual meeting of stockholders held on May 8, 2008

received. less than 3% of the vote at the 2008 Annual Meeting. (the "2008 Annual Meeting'')' and

The Company exect to file its definitive 2010 Proxy Statement with the Commission on or about March 29, 2010, and this . letter is being filed with the Commission more than 80 calendar days before such date in accordance with Rule 14a-8(j. Pursuant to Rule 14a-8(j, we

are enclosing six copies of each of this letter and the accompanying attachments. In acçordanæ with Rule 14a-8(j and the instctións contained in the letter accompanying the Proposal, a copy of this submission is being forwarded simultaneously to the Proponent. This

. letter consttutes the:Companýs statement of the reasons it deems the omission of the 20io Proposal from the 2010 Proxy Statement to be proper.

Coogle" Securities and Exchange Commission Re: GoogleInc. ..'Stockholder Proposal Submitted by John Harrington' December 23, 2009 Page 3

I. The 2010 Proposal

A copy of the 2010 Proposal, together with the Proponents supporting statement, is ..attclied:lieretOs--txbibitA. ---Tbe:flroposahich=s=tited~\Sbareholder---roos'=t _...

Create a Human Rights Committee" reads as follows:

4.7 COMMIIE ON HUMAN RIGHTS

RESOLVED: To amend the Bylaws, by inserting the following after secton 4.6:

Secton 4.7. Board Committee on Human Rights. There is eStblished a Board

Committee on Human Rights, which is created and authorized to review the implications of company policies, above and beyond matters of legal compliance, for the human rights of indivduals in the US and worldwide.

The Board of Direcors is authorized in its discretion consistent with these Bylaws, the Artcles otlncorpoi'tion and applicable law to (1) select the members of the Board Com!littee on Human Rights, (2) provide said committee with funds for operating expenses, (3) adopt regulations or gUidelines to govern saiØ Committee's operations, (4) empower said Committee to solicit public input and to issue periodic report to shareholders and the public, at reasonable exp~:mse and excluding

confidential information, including but not limited to an annual report on the implications of company policies, above and beyond mattrs of legal compliance, for' the human rights of individuals in the US. and . worldwide, and (5) any other measures within the Board's discretion consistent with these Bylaws and applicablelaw. . .

Nothing herein shall resct the power of the Board of Directors to manage the busines and affairs of the company. The -Board Committee on Human Rights

shall. not incur any cost to the company except as authorized by the Board of Directors.

II. . Basis for EXclusion - Rule 14a-8(i)(12)(i)

Rule 14a-8(i)(12)(i) under the Exchange Act provides that if a stockholder proposal deals' with "substntially the same subjec matter as another proposal' or propoals that has or have been previously included in the companýs proxy materials within the preceding 5 calendar years, a company may éxclude frm its proxy materials for any meeting held within 3 calendar years of. the last time it was included if the proposal received . . . les than 3% of the vote if proposed once within the preceding 5 calendar years." For purposes of.counting votes under

-3­

Coogle" Securities and Exchange Commission Re:Google Inc.....Stockholder Proposal Submitted by John Harrington December 23, 2009 Page 4

Rule 14a-8(i)(12), Staff Legal Bulletin No. 14 (July 13, 2001) ("SLB 14'') states that only votes for and against a proposal are included in the calculation of the stoc~~lder vot~ f~r.!~

-pròposãi-. -- - . -.- - . - - -- - ----. -- - --- --- - .. - .... - - _d. -- ­

In the Company's- proxy materials ror its 2008 Annual Meeting, theC~mpany inciuded~. stockholder proposal submitted by Harrington Investments, Inc. (the "2008 Proposal'')­

regarding the estblishment of a human rights committee. A copy of the 2008 ProposaL as it appeared in the Company's 2008 proxy materials is attched hereto as Exibit B. The 2008

Proposal is identical to the 2010 Proposal and, at the 2008 Annual Meeting, the 2008 Proposl received 7,470,441 votes for and 531~330,839 votes against. Tallying the votes in accordance with the guidelines established by SlB 14, 1.39% of the votes cast were in favor of the 2008 ProposaL. ~ccordingly, the 2010 Proposal is excludable under Rule 14a-8(i)(12)(i).

UI. Condusion

Based on the foregoing, the Company respectlly requests that the Staff confirm that it wil not recommend enforcement action if the Company omits the 2010 Proposal from its. 2010 Proxy Statement.

If you have any questions or require any additional information, please do not hesitate to cali me at (650) 214-1887. If the Staff is unable to agree with our conClusions without

additional information or discussions, we respecully reques the opportunity to confer with .members of the Staff prior to issuance of anywntten response to this lettr.

****

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Coogle" Securities and Exchange Commission Re: Google-Inc.''' Stockholder Proposal Submitted by John Harrington December 23, 2009 Page 5

_ _ _ _ _ p~l-~as~_ël~knQWI_~Clg~-rac:a!pt._aLtli~ Letter ._al1~ its_atta~h!:~!1t_by_ d~t~st!lI1Pio.g__th_~ _ _ _. _d

enclosed copy of the first page of this letter and returning it in the enclosed self-addressed . - ._...tapenv . ._. _"_d_'.'_ _._ _ _ _._._. _ _. d_.. _.._ _ _ ___._ _____ __ __ .

Sincerely, .~ Kathenne Stephens

Senior Corporate Counsel

Enclosures

cc: John Harrington

Kent Walker Donald Hë;rrison

-5­

Exhibit A

'11-16-09; 11: 69AM; ; 17072677923 # 2/ 4

HARRINGTON II'JVESIME:" rs If'r

I

November 16, 2009

Google Inc. . _ Attn:__CDrpra_Secreta

1600 Ampitheat Parkway . -Mauntan-View;-eA -94 ­Fax: (650) 618-1806

RE: Shaeholder Proposal

Dear Corprate Secretay,

As a beneficial owner of Google Inc. company stock. I am submittg the enclosed shareholder resolution for inclusion in the 2010 proxy stament in accordae withRule 14a-8 of the

COAct"). I am theGeneral Rul~ andRegitions of thè Securties and Exchage Act of 1934 (the

beneficial owner, as defied in Rule 13d-3 of the Act, of at least $2000 in market value of Google Inc. common stock. I have held these securities for more than one 'year as of the fing 'date and wil contue to hold at least the requisite number of shares for a resolution though the . shaholder's meetig. I have enclosed a copy of Prof of Ownership from Charles Schwab & Company. lor a representative wi attend the shaholder's meetig to move the resolution asrequired. .

encl.

1001 2ND STREET, SUITE ~2S NAPA, CALIFORNIA 94559 707-252-6166 800-788-01.54 FAX 707-257-7923 8 WWW.HARRINGTONINVESTMENTS.COM

~ 1-16-09; 11: 59AM; ; 17072577923 # 3/ 4

'Sharholder PrOposal to Create a HiimaRights Commttee

4.7 COMMTEE ON HU RIGHTS.

REOLVE: To amend the Byiaws~ by insertg the following afer secon 4.6:

Section 4.7. Board Committee on Hum Right. There is establihed a Board .. _ __Coim_onHumanRigbts,whichis.create(l-and auIhQri.tre'new .timp-litillS..-l­

company policies above and beyond mattrs of legal compliance for the huiñgbts of.... d.-m VI u s-m- e . -an -wo! WI e;- d_'_ --. ---- __m___.__.__q_

with these Bylaws, the Arcles of Incorpration and applicable law to (1) select the member of the

The Board of Directors is authorized in its discretion consistent

Board Comittee on Huma Rights, (2) provide said commtte with funds for operating expenses, (3) adopt reguations or gndelies to govern said Commttee's operations, (4) empower said Commtte to solicit public input and to issue periodic report to

shaeholder and the public, at reaonable expene and excludig confdential information, includig but not lite to an anual rert on the imcations of company

rights of . individuals in the US and worldwide, and (5) any other measures with the Boaiù's policies, abve and beyond mattrs of legal compliance, for the huma

diretion consistnt with these Bylaws and applicable law.

Ditors to maag th. Nothg here sha :rct the power of the Boar of inbusines an ,afai of the company. The Boar Commtt on Hum Rights sh not Dictors. .any c~ts to the compay exçept as authori by the Boar of

SUPORTING STATEMENT

The proposed Bylaw would estalish a Board Commtt on Hum Rights which would review .and mak policy recommendations regading huma rights issues raised by the company's activities and policies. We believe the proposed Board Commtt on Human Rights could be an effective mesm for addrssing tbe human nghtsimplications of the company's acvities and policies as theyeinerse anywhere in the world. In defing "hum rights," proponents suggest that the commttee could use the US Bil of Rights andthe Universal Declaration of Hunu Rights as nonbindig benchmar or reference documents.

Exhibit B

Deo05 07 i i i 30a Harrln~~on Inves~men~9 7072577923 p.2

HARRINGT II fl

December 5, 2007

Googl~ lac. .... '..

--A:lfñ:-Cörporaie SeCfetar 1600Amphitlicatre Parkway

Mounl:iiii View, Calil()rnia 94043

Carbon Copy Sent Via rax: (650) 6i8~1806

lte: Sharebolder Resolution

Dear Ms. Secretary:

Harrington Iiivestments, Inc. is a socially ¡'cspoiisible investment fiam managing assets lòr individuals and institutions C(iOccmed with a social and cnvironmci,bil as well as financial retur.

i am submitting lheenclo8ed shareholder proposal for ¡iielusion in this year's proxy statement, in accordance with Rule 14u-8ofthe Gcneräl Rules and Regulations of

Act 01' 1934. I am the beneficial owner, as defined in Rule 13d-3 of the Securities I:xchniic the Securilies Hxcbáne Aclof 1934, ottOO share ofGl"Jge Inc. i have held my shares continuously for more than one year

and wil be providinJ, vcrifiçation ormy ownel'hip. I wil t:ontinue to hold uU the lfharç. through the iiextstoCkholder' meeing. My rcpresentative or J will attend the shiirehoJders' meeting to move the resolution a.'l reui~ by the SEe rules. Thank you. .

Ene!.

11IVI lIND sTiH~izT. Sl)IT~ 325 NAP... èALIJ:ORNIA 945611 7Q7-252-flIGG 800-788-0154 FAX 707.257-7023 .

HARRI NVtfNAPAN ~T_NET WWW.HARRIIIG.rONINvi:I5TMF.~..5.COM

.p.3 Dee 05 07 i i i 30a Harrinceen Inve5emene~ 7072577923

Sharch(ildcr Proposal to. Create a. HllI11tRigJits .Committe

4.7 COMMrITEE ON HUM~N RIGHTS

RESOLVED: To åmend the Bylaws, by inserÜngdie tòllowilig after section 4.6:

- __Scctl.QlA. 7LlJoal.'(U.."'mniluee-on-liuman Rights. Thcris' esablishèXnfBöärd- . ._- '-Cortiiitteeon Human Rights, which is crcl iidauthoricd to review the ill!l!icati.I1__ _~ ._ ___ . . . _. . _COnlplny poicies iibovcl-ad-beutmatt'Bö.legm' coïnpJiicc, roc thë- hwna right~ of

. individuals in fhe US and worldwide.

TIe Bt'ärd of Oircclors is authorized in its discrtion cnnsistcnt with these' Bylaws, th Article.., of Incorporation and applicable law to (I) select the member of the Boar Committee 011 Human Rights, (2) providcooid committee with !widii fur operating expenses,(3) adopt regulations or guidelines to gover said Committe's operations, (4) empower said Committee to solicit public input and to issue periodic reprts to shBrehoJdçr andthe public, at reanable expense and excluding confidential . intomiiltioii~ including but not liinitcd to an annual report on the implications of company

policies, above and beYt)nd matters ofletal complianæ, tor the huinan rights of

individuals in the US and worldwide, an (5) any other mea.~ures within the ßoardis discetion consistent with these Bylaws and applicable law.

. Nothing hein shall retrct the power of the Soan ofDircrs to manage the

busines and affirs of the company. The Board. Committee on Huma Rights shall not incur ëluy (.'Ol/s to the company excet as authori by the

Board ofDirccton.

SUPPORTING 51'ATEMENl'

'J1ie propo~ Bylaw wourd establish a Board Committee on Human Rights which would review and make policy rOOinmeiidatiolilì regarding human rightii issußl raised by the company's activities and policies. We believe the proposed Board Committee on Human Rights could be an effcctive mecanism for addressing the human rights implications ot' the COmpany's activities and policies as theycmergc'anywher in the world. In defning "humaii riglitst" proponehts suggest lhai tbcoinmittee could use the US 8m of Rights and tho UnivOfsalDeclarafiol1 o(Human Rishts os no.abinding benchmark or retbrece ducuments.

HARRINGTON , ,.)i N v E 5 T MEN T 5, INC. Eft) I.

2fJin JRN ~4 01". ¡ Iin ¡:"'t2

ç';~ Pj~k~-E ¿j lnPl-:--cfDecember 24, 2009

Katherine Stephens

Senior Corporate Counsel Google Inc. 1600 Ampitheatre Parkway Mountain View, CA 94043 Fax: (650) 618-1806

RE: Stockholder Proposal Submitted by John Harington

Dear Ms. Stephens,

Pursuant to the receipt of your letter on December 23,2009, I am withdrawing my shareholder proposal to create a Human Rights Commttee.

Sincerely,

1001 2ND STREET, SUITE 325 NAPA, CALIFORNIA 94559 707-252-6166 800-788-0154 FAX 707-257-7923 * WWW.HARRINGTONINVESTMENTS.COM

------------------------------------ --

1600 Amphitheatre Parkway Tel: 650.253.0000 Mountain View, California 94043 wWVY,,90ogle.com

December 23, 2009

Via OvernightDelivery ­.. en uU.S. Securities and Exchange Commission

-------- --------Division ·of-CorporaLion-Finance-------- ------ --- ------ -- -- --------- -- ­

-Office ofChief Counsel- --._.'.- _.---- .-_._- _.---'....• - .. - -- - -- -- _.- - - ..... ' •.. ­~ ~-

100 F Street, N.E. . Washington D.C. 20549

Re: Google Inc. - StockholderProposalSubmittedbyJohn Harrington

Dear Sir or Madam:

In accordance with Rule 14a-8G) under the Securities Exchange Act of 1934, as amended (the "Exchange Act''), Google Inc., a Delaware corporation (the "Company''), hereby gives notice of the Company's intention to omit from its proxy statement (the "2010 Proxy Statement'') for its 2010 annual meeting of stockholders (the "2010 Annual Meeting'') a stockholder proposal (the "2010 Proposal'') submitted by John Harrington (the "Proponent'') under cover of letter dated November 16, 2009 and received by the Company on November 16, 2009. .

The Company requests confirmation that the staff of the' Division of Corporation Finance (the "Staff'') of the Securities and Exchange Commission (the "Commission'') will not recommend any enforcement action if the Company, in reliance on Rule 14a-8(i)(12), omits the 2010 Proposal from the 2010 Proxy Statement on the grounds that the 2010 Proposal deals with substantially the same subject matter as another· proposal that was included in the Company's proxy statement for its 2008 annual meeting of stockholders held on May 8, 2008 (the "2008 Annual Meeting'') and received less than 3% of the vote at the 2008 Annual Meeting.

The Company expects to file its definitive 2010 Proxy Statement with the Commission on or about March 29, 2010, and this letter is being filed with the Commission more than 80 calendar days before such date in accordance with Rule 14a-8G). Pursuant to Rule 14a-8G), we are enclosing six copies of each of this letter and the accompanying attachments. In accordance with Rule 14a-8G) and the instructions contained in the letter accompanying the Proposal, a copy of this submission is being forwarded simultaneously to the Proponent. This letter constitutes the Company's statement of the reasons it deems the omission of the 2010 Proposal from the 2010 Proxy Statement to be proper.

Google" Securities and Exchange Commission Re: Google Inc. - Stockholder Proposal Submitted byJohn Harrington December 23, 2009 Page 3

I.· The 2010 Proposal

.------------ A copV oflne-2010 Proposal~togeth-er wifhlne-l5roponent's supporting statement~-is­=-===~--:::--attaQ~dheretS)asE:xhibitA-The-2010erop.J).sali~whIGh -is titled...:'?Shareholder--=-ProRosalto

Create a Human Rights Committee" reads as follows:

4.7 COMMmEE ON HUMAN RIGHTS

RESOLVED: To amend the Bylaws, by inserting the following after section 4.6:

Section 4.7. Board Committee on Human Rights. There is established a Board Committee on Human Rights, which is created and authorized to review the implications of company policies, above and beyond matters of legal compliance, for the human rights of individuals in the US and worldwide.

The Board of Directors is authorized in its discretion consistent with these Bylaws, the Articles of Incorporation and applicable law to (1) select the members of the Board Committee on Human Rights, (2) provide said committee with funds for operating expenses, (3) adopt regulations or guidelines to govern said Committee's operations, (4) empower said Committee to solicit public input and to issue periodic reports to shareholders and the public, at reasonable expense and excluding confidential· information, including but not limited to an annual report on the implications of company policies, above and beyond matters of legal compliance, for the human rights of individuals in the US and worldwide, and (5) any other measures within the Board's discretion consistent with these Bylaws and applicable law.

Nothing herein shall restrict the power of the Board of Directors to manage the business and affairs of the company. The Board Committee on Human Rights shall not incur any costs to the company except as authorized by the Board of Directors.

II. Basis for Exclusion - Rule 14a-8{i){12){i)

Rule 14a-8(i)(12)(i) under the Exchange Act prOVides that if a stockholder proposal deals' with "substantially the same subject matter as another proposal or proposals that has or have been previously included in the company's proxy materials within the preceding 5 calendar years, a company may exclude from its proxy materials for any meeting held within 3 calendar years of the last time it was included if the proposal received . . . less than 3% of the vote if proposed once within the preceding 5 calendar years." For purposes of counting votes under

-3­

Google" Securities and Exchange Commission Re: Google Inc. --Stockholder Proposal Submitted by John Harrington December 23, 2009 . Page 4

Rule 14a-8(i)(12)~ Staff Legal Bulletin No. 14 (July 13, 2001) ("SLB 14'') states that only votes for and against a proposal are included in the calculation of the stockholder vote for the ------ ----- -proposal-.------ -. - -..- _._---_.._-_.-. --- -- - - - -.-- - .- --- -. -- .- -- --- -- --- - -_.----- - ---- - -- --- ------- --- -.- ­~

Based on the foregoing, the Company respectfully requests that the Staff confirm that it will not recommend enforcement action if the Company omits the 2010 Proposal from its 2010 Proxy Statement.

If you have any questions or require any additional information, please do not hesitate to call me at (650) 214-1887. If the Staff is unable to agree with our conclusions without additional information or discussions, we respectfully request the opportunity to confer with

.members of the Staff prior to issuance of any written response to this letter.

****

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Googlc'· Securities and Exchange Commission Re: Google Inc.- Stockholder Proposal Submitted by John Harrington December 23,2009 Page 5

________________ ~1~?Ise ~_c_kD()jVleQRe_ r~~~JptELtbi§ -'~~~L i:!D9_its jl~i:!ch~~nt by d_a_te-~t_~IlJR!D9_th_~ _ enclosed copy of the first page of this letter and returning it in the enclosed self-addressed

=== =-~~stam ped.-envelope~=:·=:= -.:-:-.:-.=-= =- ::-.:=-===:::.:::.:::...:~.=:.::.:-=.::-=.- =.~. -= =-:::.-:::.-:::.- --_..:..:--=-- =:=::.-==:~.::-.-:::.===-.::.::::.:: -=:====-=-=:=:=.:::::.::=-===

Sincerely,

- ---- - -- -- -_.­

'k+~Kathenne Stephens Senior Corporate Counsel

Enclosures

cc: John Harrington Kent Walker Donald Harrison

-5­

Exhibit A

4 11-16"':09; 11: 59AM; ;17072577923 # 2/

HARRINGTON I N V EST MEN T S. INC

November 16, 2009

Google Inc. .. . __Attn:_Corporate Secretary_

1600 Ampitheatre Parkway ==:::- ::::===MoriiitamView~CA.=94H43::::::::-~.:.:: -.--~--===-_. =---=-= - == ==:::::.::::.::=::.=~.::.=-=:-------_..:==::::~

Fax: (650) 618-1806

RE: Shareholder Proposal

Dear Corporate Secretary,

As a beneficial owner of Google Inc. company stock, I am submitting the enclosed shareholder resolution for inclusion in the 2010 proxy statement in accordance with Rule 14a-8 of the General Rules and Regulations of the Securities and Exchange Act of 1934 (the "Act"). I am the beneficial owner, as defined in Rule 13d-3 of the Act, of at least $2,000 in market value of Google Inc. common stock. I have held these securities for more than one year as of the filing date and will continue to hold at least the requisite number of shares for a resolution through the shareholder's meeting. I have enclosed a copy of Proof of Ownership from Charles Schwab & Company. lor a representative will attend the shareholder's meeting to move the resolution as required.

encl.

*1001 2ND STREET, SUITE 325 NAPA, CALIFORNIA 94559 707-252-6166 800-788-0154 FAX 707-257-7923 WWW.HARRINGTONINVESTMENTs.COM

11 -1 6-09; 1 1 : 59AM; ; 17072577923 # 3/ 4

Shareholder Proposal to Create a Human Rights Conunittee

4.7 COMMITTEE ON HUMAN RIGHTS

RESOLVED: To amend the aylaws, by inserting the following after section 4.6:

Section 4.7. Board Committee on Human Rights. There is established a Board - .- -- --- -- --- ---Committee..onHuman-Rights,-w.hichjs-c~atedanclauthorizedtoreviewJheJmplicatioDS_of _ _ _ __ ___

company policies, above and beyond matters of legal compliance, for the human rights of ~-=----:..== _:::.:.....:...:. :"':"':mdiviariars:fuilie:BS=and=woilawlae~::":'::= =-=-::...:::::::==: =-==:==:...: - .:...:: ::::. -=== :::- ::::-=.===: ===.=.:: -= - --=.:...:. ===::.::-=­

The Board of Directors is authorized in its discretion consistent with these Bylaws, the Articles of Incorporation and applicable law to (1) select the members of the Board Cominittee on Human Rights, (2) provide said committee with funds for operating expenses, (3) adopt regulations or guidelines to govern said Committee's operations, (4) empower said Committee to solicit public input and to issue periodic reports to shareholders and the public, at reasonable expense and excluding confidential information, including but not limited to an annual report on the implications of company policies, above and beyond matters of legal compliance, for the human rights of

-individuals in the US and worldwide, and (5) any other measures within the Board's discretion consistent with these Bylaws and applicable law.

Nothing herein shall restrict the power of the Board ofDirectors to manage the business and affairs of the company. The Board Committee on Human Rights shall not incur any costs to the company except as authorized by the Board of Directors.

SUPPORTING STATEMENT

The proposed Bylaw would establish a Board Committee on Human Rights which would review and make policy recommendations regarding human rights issues raised by the company's activities and policies. We believe the proposed Board Committee on Human Rights could be an effective mechanism for addressing the human rights implications of the company's activities and policies as they emerge anywhere in the world. In defining "human rights," proponents suggest that the cOIDIIllttee could use the US Bill of Rights and the Universal Declaration of Human Rights as nonbinding benchmark or reference documents.

Exhibit B

p.2 7072577923Harring~on Inve5~men~sDec 05 07 11: 30a

HARRINGTON I N v EST ~ E: N T <; I ~' c,

December 5, 2007

.. __('io.o.gle.Jnc.-=.=_=.=~=--~=-.::::.:.. '_.__...::~.: .­.... - .._---­ - -­ ._-"'--'.'-----_ ..­-----­

- -­ Atti1:-Corporate Secretary 1600 Amphitheatre Parkway Mounillill View, California 94043

Carbon Copy Sent Via Fax: (650) 618-1806

Re: Shareholder Resolution

Dear Ms. Secretary:

Harrington hIvestments, Inc. is asocially responsible investment film managing ,~sscts tbr individuals and institutions concerned with a social and el1viro11luC11tal as well as financial relunl.

I am submitting the encl()~ed shareholder proposal for inclusion in this year's p1'Oxy statement, in accordance with Rule J4u-8 of the General Rules and Regulations of the Securities Exchange Act (')1' 1934. I am the benetlcial owner, as defined in Rule 13d-3 ofthe Securilies Exchange Act of 1934, of200 shares of Googe Inc_ I have held my shares continuously tl.)r morc than one year and will be providing veri lication (If my ownership. 1will continue to hold all the shl;lrcs through the nexl stockholders' meeting. My representative 01' J will attend the shareholder~' meeting to move the resolution a::; required by the SEC rules, Thank yOll. .

Ene\.

*IW.l! 2NO STi-lE~T, SUITE 32.5 NAPA, CALIFORNIA 94569 707-Z52-616G 800-788-0154 FI\X 707·257-7923

HARRINv4tNAPANET.NE:T WWW.I1ARRING·rONINVt::STMF.N1·s.COM

7072577923 Dec 05 07 11:30a

Sharc1wlder Proposal to Create <I. Human Rights Committee

4.7 COMMlTTEl!: ON HUMAN RIGHTS

RESOLVED: To am~nd the Bylaws, by insertlngthe tollowing after section 4.6:

___ Scc!io1l4.1.lJoaJ:dLommitleeOltHuman Rights;-Tnere-is-estab11s1ioo a Ifoaid .- . . . Committee on Human Rights, which is created and aUlhorizcdJo ~\1iew_theimplications-(;lL=--~-=-=.::-~

_.==--_: ===.::·=compatlY:P(jliciesiiiliove-.lnCfOeyolicfn'iit~is ont:gal(,:ompfiallcc~ fOr the human rights of individuals in theUS and worldwide. .

n,e Board or Directors is authorized in its discretion consistent with these Bylaws, the A11icles of Incorpordtion and applicable law to (I) select the mem.bers of the Board Committee Oil Human Rights, (2) provide !;aid committee with funds for operating expcnses, (3) adopt regulations or guidelines to govern said Committee's operations. (4) empower said Committee to ~olicit public input and to issue periodic reports to shareholders and the public, at reasonable expense and excluding confidential intbnnation~ including but not linlitcd to an annual report on the illlplication~ of company policies, above and beyond matters ofle~al complianc~, tor the human rights of individuals in the US and worldwide, and (5) any other measures within the Board's discretion consistent with these Bylaws and applicable law.

Nothing herein shall restrict the power ofthe Board ofDircctors to manage the business and affairs of the company. TIle Bo,1rd Conuuittce on Human Rights shall not incur WIY co:;ts to the company except as authorized by the Board of Directon>.

SUPPORTJ.NG STATEMEN1'

The proposed Bylaw would establish a Board Committee on Human Rights which would review and make policy rccommendatiol\lS regarding human rights issues raised by the conlpany's activities and policies. We believe the proposed Board Committee on Human Rights could be an eftective mechanism tt)T addressing the human rights implicatit"ll1s of the company's activities and policies as they emerge anywhere in the world. In defining "human rights," proponents suggest that the committee could use .the US Bill of Rights and the Universal DeclarafionofHUlllan Right:; as nonbinding hl':ul,;hmark or reference documents.