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Throughout our evolution, from privately held start-up to large, publicly listed company, we have managed Google for the long term — enjoying tremendous success as a result, especially since our IPO in 2004. Sergey and I hoped, though we did not expect, that Google would have such significant impact, and this progress has made us even more impatient to do important things that matter in the world. Our enduring love for Google comes from a strong desire to create technology products that enrich millions of people’s lives in deep and meaningful ways. To fulfill these dreams, we need to ensure that Google remains a successful, growing business that can generate significant returns for everyone involved.

Corporate Structure

When we went public, we created a dual-class voting structure. Our goal was to maintain the freedom to focus on the long term by ensuring that the management team, in particular Eric, Sergey and I, retained control over Google’s destiny. As we explained in our first founders’ letter:

“We are creating a corporate structure that is designed for stability over long time horizons. By investing in Google, you are placing an unusual long term bet on the team, especially Sergey and me, and on our innovative approach...

We want Google to become an important and significant institution. That takes time, stability and independence...

In the transition to public ownership, we have set up a corporate structure that will make it harder for outside parties to take over or influence Google. This structure will also make it easier for our management team to follow the long term, innovative approach emphasized earlier...

The main effect of this structure is likely to leave our team, especially Sergey and me, with increasingly significant control over the company's decisions and fate, as Google shares change hands...

New investors will fully share in Google's long term economic future but will have little ability to influence its strategic decisions through their voting rights...

Our colleagues will be able to trust that they themselves and their labors of hard work, love and creativity will be well cared for by a company focused on stability and the long term...

As an investor, you are placing a potentially risky long term bet on the team, especially Sergey and me. …. Sergey and I are committed to Google for the long term.”

I wanted to quote all that because these were the clear, well-publicized expectations we established for investors in 2004. While this decision was controversial at the time, we believe with hindsight it was absolutely the right thing to do. Eight years later, these statements are still remarkably accurate, and everyone involved has realized tremendous benefits as a result. Given Google’s success, it’s unsurprising that this type of dual-class governance structure is now somewhat standard among newer technology companies.

In our experience, success is more likely if you concentrate on the long term. Technology products often require significant investment over many years to fulfill their potential. For example, it took over three years just to ship our first Android handset, and then another three years on top of that before the operating system truly reached critical mass. These kinds of investments are not for the faint-hearted.

We have protected Google from outside pressures and the temptation to sacrifice future opportunities to meet short-term demands. Long-term product investments, like Chrome and YouTube, which now enjoy
phenomenal usage, were made with a significant degree of independence.

We have a structure that prevents outside parties from taking over or unduly influencing our management decisions. However, day-to-day dilution from routine equity-based employee compensation and other possible dilution, such as stock-based acquisitions, will likely undermine this dual-class structure and our aspirations for Google over the very long term. We have put our hearts into Google and hope to do so for many more years to come. So we want to ensure that our corporate structure can sustain these efforts and our desire to improve the world.

Effectively a Stock Split: And a New Class of Stock

Today we announced plans to create a new class of non-voting capital stock, which will be listed on NASDAQ. These shares will be distributed via a stock dividend to all existing stockholders: the owner of each existing share will receive one new share of the non-voting stock, giving investors twice the number of shares they had before. It’s effectively a two-for-one stock split — something many of our investors have long asked us for. These non-voting shares will be available for corporate uses, like equity-based employee compensation, that might otherwise dilute our governance structure.

We recognize that some people, particularly those who opposed this structure at the start, won’t support this change — and we understand that other companies have been very successful with more traditional
governance models. But after careful consideration with our board of directors, we have decided that maintaining this founder-led approach is in the best interests of Google, our shareholders and our users. Having the flexibility to use stock without diluting our structure will help ensure we are set up for success for decades to come.

In November 2009, Sergey and I published plans to sell a modest percentage of our overall stock, ending in 2015. We are currently halfway through those plans and we don’t expect any changes to that, certainly not as the result of this new potential class. We both remain very much committed to Google for the long term.

It’s important to bear in mind that this proposal will only have an effect on governance over the very long term. In fact, there’s no particular urgency to make these changes now — we don’t have an unusually big acquisition planned, in case you were wondering. It’s just that since we know what we want to do, there’s no reason to delay the decision. Also note that there will be no immediate change in votes, because everyone will still have the same number. In addition, Eric, Sergey and I have all agreed to “stapling” arrangements so that, above set thresholds, if our economic interest in Google were to decline, our votes would as well. We also have provisions to ensure all shareholders are treated fairly from an economic perspective.

For more details on all of this, please see the postscript below from our Chief Legal Officer, David Drummond, and the preliminary proxy statement we will file with the SEC next week.


We have always managed Google for the long term, investing heavily in the big bets we hope will make a significant difference in the world. Some of these bets have been tremendous, funding our activities and generating significant gains for our shareholders. Others have been less successful. But the ability to take these kinds of risks has been crucial to Google’s overall success and we aim to maintain this pioneering culture going forward.

The proposal we announced today is consistent with the governance philosophy we articulated when we took the company public, as well as the trend for newer technology companies to adopt strong dual-class
structures. We believe that it will provide great competitive strength — insulating Google from short-term pressures, whatever the source, for a long time to come, while also giving us more flexibility around equity grants.

Investors and others have always taken a big bet on us, the founders, and that bet will likely last longer as a result of these changes. We are honored that so many of you have put your trust in us and we recognize the tremendous responsibility that rests on our shoulders. We think this is a good thing because users rely on Google to produce and operate amazing technology products and to safely and responsibly store their data. This is our passion.

Sergey and I share a profound belief in the potential for technology to improve people’s lives and we are enormously excited about what lies ahead. I couldn’t write a better conclusion to this founder’s letter than what we wrote in 2004... so here goes: “We have a strong commitment to our users worldwide, their communities, the web sites in our network, our advertisers, our investors, and of course our employees. Sergey and I, and the team will do our best to make Google a long term success and the world a better place.”

Larry Page
CEO and Co-founder

Sergey Brin

April 2012

Postscript from David Drummond, Chief Legal Officer, Google Inc.

This is not the usual yada yada... so please read on.

Although we’ll be filing a comprehensive proxy statement soon, I wanted to share some details about today’s proposal to create a new class of stock and the process our board of directors followed to approve it.

As Larry and Sergey note above, the stock dividend we are announcing today will have the basic effect of a two-for-one stock split. Each holder of a share of Class A or Class B common stock will receive one share of the new non-voting Class C capital stock. So after the dividend, a stockholder who currently owns one Class A share with a single vote will continue to own that share plus one Class C share without a vote.

The Class A shares will continue to trade under the “GOOG” ticker symbol, while the Class C shares will trade under a different ticker symbol, so stockholders will be able to trade these shares, just as they can with Class A shares today. Except for voting rights, the Class C shares will have the same rights as the existing Class A and Class B shares. As is typically the case with stock splits, the Class C stock dividend will be tax-free.

One thing to keep in mind is that immediately after the Class C dividend, all stockholders, including Larry, Sergey and Eric, will retain the same voting interest they hold prior to the dividend. In addition, Larry, Sergey and Eric have agreed to subject their shares to a Transfer Restriction Agreement. This agreement will maintain the same link between their voting and economic interests that exists today, even if they sell some of their non-voting Class C shares. If the founders or Eric wish to sell or transfer their non-voting Class C shares, a “stapling” provision in the agreement requires them to either sell an equal number of Class B shares, or convert an equal number of Class B shares into Class A shares. No other stockholders
will be subject to these restrictions upon the transfer or sale of their shares. The stapling requirement will terminate as to the founders when their collective ownership falls below a certain threshold, and as to Eric when his ownership falls below a certain threshold. Further details of the Transfer Restriction Agreement will be included in our proxy, but it’s important to note that the stapling provision is designed so that, subject to the thresholds, the votes held by the founders and Eric will be reduced proportionally as their economic interest in the company declines.

Our board of directors carefully considered this proposal to create a new class of stock before reaching a decision. In January 2011, the board established a special committee, comprised of independent, non-management board members to consider a new class of stock, or other alternatives. This committee retained its own financial and legal advisers to assist with its deliberations, and met on numerous occasions over the 15 months that the special committee considered the proposal separately from the board. The committee recommended, and the board unanimously approved, today’s proposal.

The proposal is subject to the approval of a majority of the voting power of Google’s common stock, voting together as a single class, at our annual meeting on June 21, 2012. Given that Larry, Sergey, and Eric control the majority of voting power and support this proposal, we expect it to pass. The Board of Directors has not set a record date for the issuance of the Class C dividend and currently expects to set the date following the annual meeting.

Next week, we’ll file a preliminary proxy statement with the SEC, which will contain further details regarding today’s proposal.

David Drummond
Chief Legal Officer, Google Inc.

April 2012
2012 Founders' Letter. Introduction. Throughout our evolution, from privately held start-up to large, publicly listed company, we have managed Google for the long term—enjoying tremendous success ...
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I am uncomfortablely excited.
I feel an earnings call coming.
no dividends, but new stocks, nice one :)
Mr. Larry all the support for you, GOOGLE is the best of the internet, and remember that GOOGLE must always be innovating to meet the needs of the world and be more useful in the technological industry
Thanks for staying transparent! You have lots of support from fans of your company! Glad us developers haven't been left in the wayside
Dear Larry & Sergey, You guys are great and Google has helped to transform the World by organizing the Internet, encouraging ordinary people to voice their opinions, putting books that spent years on shelves in Libraries, too delicate to allow people to read many of them are on the Internet and many are free. People have shared wonderful pictures and just the work you have done since owning YouTube is worth more than all the money now in the World. I have worked with Google since 2003 and I can attest to how honest this company has been and how secure their network has become. If I see the establishment of Peace on Earth by 2027, a great deal of the credit will have to go to Google. Thank You for the 60-70 hours a week I spend online. You have delivered research papers to my desk that would have cost time and money to access 30 years ago.
I will always love you. Deborah
Nice move, right now I regret even more that I didn't buy any of the stock back at the IPO :/
Thanks for this info. I could wish a search tool contrary to the road you are moving. For scientific purpose I would like to be able to search objective. Science results have to be independent of the observer. Thus I could wish a search engine, which has no national filter, is robust against censorship form repressive governments and has no personalization.
There is no observer independent of the observed. Subjective/ Objective duality? Science meets Philosophy? Google meets "reality."
I discussed this post with 1 person in a hangout.
I discussed this post with 2 people in a hangout.
I NEED GOOGLE VENTURES IS FOR A BIG BUSINESS OF LOVE AND ALL TOGHETHER WE CAN CHANGE THE WORLD (sorry for my english) please give me a possibility to speak about my progect, because a lot of company in google ventures can work with me! We really can change the world but Europe(Ilive in rome) I think is not ready for..... Thanks for the time you dedicate to read these words...see you soon! Emanuela Capizzi (doctor Makeup)
+George Fanucci Great comment. In philosophical terms is this unsolvable. In praxis one can try a tendency in one or another direction. A pragmatic step would already be of help. If I think idealistic I have even bigger wishes. I would like to move from the present from of scientific publishing, established 300 years ago, to one I believe is adequate to the digital age. Scientific publishing is on a big move. More and more scientist are discussing alternatives. There is a movement called the "scientific spring". I think about a semantic web and have discussed this already with many of my colleges. I would like that scientific data will be direct real time published in an open common data pool. Data should be submitted in a standardized and both human and computer readable form. One back ground for this wish is, that we have accumulated so many biomedical data, that it is impossible to read even the literature in your own filed. There is a need for automated analysis and transform these data to a higher level of abstraction. Thus we can start to read the literature from the general to the detail. All this fits into a general trend in science, where we move from a reductionistic to a systems theory based approach. Modern science, especially in the uprising areas of systems biology and synthetic biology is data driven. Synthetic biology is predicted to be the next "IT". This might become a really important industry. Thus I see a potential role of Google in this. Google should be the natural partner to search and analyze big data. Thus my initial wish for another search option and thus why I believe this concept maybe fit very well to Google package, contrary to Googles (assumed) present strategy of personalization and an understandable focus on fewer products.
hey +Larry Page pls make an option to add a short profile video in G+ profiles....... i think it will be nice.....
what is the main reason of big empty space in the right side?
think of it and fill something there.... I tink then it would be colorful.
Congrats +Larry Page ! Thank you for ten plus years of a great Goooooooooogle experience!!! Keep up the good work! ^_^
It feels estrange to put all our hopes in 3 people at the top management, but you have been doing a good job these years, I would continue to trust google, don't let your investors or your users down.
Dear Mr. Larry Page,

I've just started to use your browser Google Chrome and guess what, it freezes all the time on Facebook, it's frustrating. Especialy when I'm using the group chat. I found people complaining about this issue since 2009, on Google Forums, and nobody from Google ever replies or cares.

You don't care because you think it's good for Google+ that Facebook doesn't work on your browser? That's not fair, it's lame. It just makes Chrome worse and more amateurish than the other browsers.

Thank you for your time.
+Jacob Haynes I disagree with you. Actually, Facebook group chat has been around for a long time. Why does it work well on the other major browsers, Firefox and IE? They have nothing to do with Facebook yet they made their browsers work with Facebook group chat. It wasn't Facebook.

If Facebook group chat works fine on IE and Firefox, and the only browser that crashes with that chat is Chrome, we realize there's nothing wrong with Facebook group chat, but something wrong with Chrome (maybe on purpose because Google created Chrome AND Google+, Facebook's rival).

So why are you saying Facebook needs to fix something that works 100% fine, when the problem is on Google's end? Try it for yourself, use Facebook group chat on Firefox and IE, it works perfectly. Then try it on Chrome, BANG, it locks up all the time. Think a little, it's not rocket science..... DUH!

PS: Maybe you work for Google, and, what you are saying is, in other words, we at Google want to attack Facebook every way we can, including a low-blow. Google is not fighting fair. You at Google know about this issue since 2009, it's all over GOOGLE forums, and never reply, you just don't care. Because it's your rival and you want to destroy your rival. So you don't do a damn thing to fix the issue.
+Henry Swanson it depends what you are talking about. Do you know what Facebook group chat is? When you're on a group and the group chat opens up, a lot of people who are also in the group can chat there are the same time. It's not the simple chat.

Anyway, I just installed Chrome to give it a shot, and used it right away, I don't have any wild configuration or add-ons.

I doubt it's my configuration, considering I found tons of people complaining about the same issue on Google forums since 2009 at least. But thanks for your suggestion.
Mega - pig! - "Google - paddock" +
+Henry Swanson Nothing is overlooked. On IE, 100% of Facebook works just fine, I installed Firefox, and 100% of Facebook works just fine, I installed Chrome and shit you're out of luck.

What part didn't you get? Or don't wanna get?

I say again. I didn't install any add-ons. Nothing is overlooked. The configuration is as default, so everything should work... DUH!

You people keep trying to find excuses and say it's my fault, it's my computer's fault, it's Facebook's fault, NO WAY.

It's a problem with Google Chrome, because a lot of people have been complaining about the exact same issue since 2009. Get that through your tick heads.
I'm not at school or at work, my router is not evil to crash Chrome but not Firefox. I rule out all of those options.

Malware makes no sense. Why would Malware crash Chrome when it's running Facebook? And Chrome doesn't crash with other websites. It's definately something to do with both Facebook group chat and Chrome.

I got frustrated when I was on Facebook using Chrome and it kept freezing over and over again. But I didn't know what exactly it was on Facebook, but now I know, it's group chat.

What are the groups or group where you belong that you tested group chat on Chrome? How many people there? I have a group with more or less 170 people. Of course all of them are not online at the same time, but sometimes 4 or 5 people chat at the same time in the group chat, and BOOM Chrome freezes. When you tested group chat, how many people were talking at the same time? Maybe your group chat was less busy than mine? These are just thoughts, but Google should look into this issue and solve it, not me. I don't work for Google.
170 people in the group. 4 or 5 at the same time in the group chat at the same time. You tested group chat in a group of only 4 people? WOW.. of course that's gonna be much lower in resources usage...
Well I don't know what minimum number of people in a group makes Chrome freeze, but it shouldn't. Group chat is active until a group reaches 250 users, then it goes away.
GREAT founder vision +Larry Page , +Sergey Brin - This long term investment concept may be more pivotal to the success of Google than most understand - "We have protected Google from outside pressures and the temptation to sacrifice Long-term product investments made in future opportunities to meet short-term demands."
Plz make android more user friendly like idevice
I Truly admire the work Google has been doing all these years..Hope to be the part of Google one fine day ..........
I am so pleased with Google. I had some nay sayers that they did not like it, but their loss. Keep up the good work Google.
Wonderful progress great company!!! the stock split is fine !!! keeps in toe with the long term goals of the company. Would like a cash dividend too please :D
The value will remain same after the stock.
Why is this new stock needed?
anjana, the new stock will allow easier exchange of shares as their average value decreases, however the equity remains the same. This will encourage new investment and allow buy/sell orders in greater volume.
New stock is needed to allow for new investors.
You forgot the part on how you helped draft CISPA.
Wow, what the hell... I thought Google was all about protecting the internet.
Love ittttttttttttttttttttttttttttttttt o|^_^|o
+Larry Page I and others been trying to learn who at the VP level is in charge of your +Google in Education efforts, in order to suggest some improvements for which there is a fairly strong consensus (e.g. but nobody, including Education Community Managers, have yet been able or willing to say. In the past, I've had the most luck asking these kinds of questions like this, but I've never actually had any trouble before merely trying to find out the name of a VP-level contact, so please let us know who we should be talking to when asking for those kinds of enhancements.

Similarly, I've been trying to point out that the policy has a contradiction where it promises "opt-in" for profile-tuned delivery of ads, and then four paragraph later offers it as "opt out". This is no big deal to me personally, as I'm fine with the existing opt-out system, but I'm just trying to save you some headaches with the independent privacy auditor for promising more than you're actually offering. I've tried to ask your Privacy Director without any reply so far. It would be great if you could please indicate that someone is aware of the contradiction so I don't continue to feel the need to bring this to people's attention.

Thank you.
Persian Gulf for ever .... FOR EVER :|
Persian Gulf for ever .... FOR EVER :|
Persian Gulf for ever .... FOR EVER :|
Persian Gulf for ever .... FOR EVER :|
______________________♥♥¸.•*´ ღ♥
Persian Gulf is always Persian Gulf
Persian Gulf links through a unitary disambiguation (possibly a bug) to Persian Gulf which is the Persian Gulf. To add the name that you want it to appear as, click "Report a problem" near the bottom of the left hand column, then select "Address/Marker" and then click "Point out the issue on the map." Then place the marker where you would like the Persian Gulf to appear. Then select "Other" from the pull-down menu and type in the text box something like, "This should appear as 'Persian Gulf' or 'خلیج فارس'" depending on your language preferences. Then click "Report problem."
______________________♥♥¸.•*´ ღ♥
\¸.♥. Iran .♥.\
PERSIAN GULF stay's PERSIAN GULF for ever, even little gOOgle try to change it !!!
"Persian Gulf"
It's recognized by National Geographic
It's recognized by United Nations Cartographic Section
It's recognized by IHO (International Hydrographic Organization)
It's an international term
!You made a big mistake!

Omid B
persian gulf for ever
persian gulf for ever
persian gulf for ever
persian gulf for ever
persian gulf for ever
persian gulf for ever
persian gulf for ever
Persian gulf for ever
Persian gulf for ever
Persian gulf for ever
▂▃▅▇█▓▒░ PERSIAN GULF FOREVER ░▒▓█▇▅▃
▂▃▅▇█▓▒░ PERSIAN GULF FOREVER ░▒▓█▇▅▃
+Ahmed Quraishi I am so sorry for you, you speak like a joker.
and It seems you have not enough knowledge about anything specially history and geography. These words show your weakness and stupidity. "Iran" is "Iran" forever and "Persian gulf" is "Persian gulf" forever.
ز شیر شتر خوردن و سوسمار
عرب را به جایی رسیده ست کار
که تاج کیانی کند آرزو
تفو بر تو ای چرخ گردون تفو
Larry Page!
I think that Google is wasting time!
Why not move the entire Orkut to Google+?
You "for now" has two of the largest and most promising markets of the world: Brasil and India!
Not to mention the ease of abondonados have multiple profiles that can be easily migrated to a profile G +
You can do it @ the right time, (which may be going through right now), #disappointmentoftheFacebookIPO, and this would be a interesting bombshell in the race between Facebook and Google+
Why did Facebook do an IPO?
I thought it meant "Intensely Paranoid Opinions" ?!
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Thanks for the information.
hola por favor si alguien lo conoce personalmente a larry page necesito un super favor sobre los lentes inteligentes tengo un niño de 8 años  que no ve y no tengo la posibilidad económica para comprarlos al precio actual gracias
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