All Google Shares are not Created Equal

April 13, 2006 (PLANSPONSOR.com) - The Bricklayers & Trowel International Pension Fund that owns 4,735 Google shares, out of a total of 297 million, has filed a proposal asking the company to dismantle its two-class stock structure.

The San Jose Mercury News reports that Google has two classes of stock. The class B shares held by three executives count for 10 votes each, compared with one vote for every share of class A stock, held by most other shareholders.

As of March 17, co-founders Sergey Brin and Larry Page and Chief Executive Eric Schmidt owned 76.1 million shares of Google stock, almost all of it class B, according to the news report. The shares represented 25.6% of all shares outstanding, but gave them voting power worth 68.8%.   The two-class structure ensures their control of Google.

In a letter to investors before the company went public in August 2004, Brin and Page said the dual-class stock structure will allow the company to maintain its independence and innovative edge for long-term growth. They pointed out that media companies, such as the New York Times, Washington Post and Dow Jones, have similar stock structures.

Jake McIntyre, who represents the pension fund, said the proposal is not meant as a slap against current management, but a protection against bad leadership decades from now.

The proposal will be voted on during Google’s annual shareholder meeting on May 11. Google said its board of directors will oppose the initiative.

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