Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 19K
2: EX-99.1 Stipulation of Settlement HTML 115K
3: EX-99.2 Notice of Settlement HTML 81K
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Item 7.01.
Regulation FD Disclosure.
On November 6, 2014, the United States District Court for the Northern District of California (the “Court”)
preliminarily approved the terms of a proposed settlement stipulation, previously filed with the Court on August 7, 2014, between Google Inc. (the “Company”), certain members of the Company’s Board of Directors, and the plaintiffs in two shareholder derivative actions captioned In re Google Inc. Shareholder Derivative Litigation, No. CV-11-04248-PJH, and City of Orlando Police Pension Fund v. Page, et al., No. CV-13-02038-PJH. A copy of the stipulation, which contains the terms of the settlement, is furnished as Exhibit 99.1 to this Form 8-K and is incorporated
herein by reference. The terms of the settlement were unanimously approved by a committee of independent directors of the Company’s Board of Directors on August 4, 2014. A notice of the settlement and its terms is furnished as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference. That notice contains information about how the Company’s stockholders may object to the proposed settlement. The Court has set a final approval hearing for January 21, 2015, at 9 a.m. (Pacific), at which time the Court will determine whether the terms of the proposed settlement,
including the separately negotiated attorneys’ fees and expenses, should be approved as fair, reasonable, and adequate, and whether the actions should be dismissed with prejudice.
The Company is providing this information in order to ensure adequate notice to any interested stockholders. The Company does not expect the proposed settlement to have a material impact on its financial condition or operating results.
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.
Item 9.01. Financial Statements and Exhibits.
Exhibit No.
Description
99.1
Stipulation
of Settlement
99.2
Notice of Proposed Derivative Settlement
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.
