Form 8-K





Washington, DC 20549





Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

February 26, 2009




(Exact name of registrant as specified in its charter)


Delaware   0-50726   77-0493581
(State or other jurisdiction of
  (Commission File Number)   (IRS Employer
Identification No.)

1600 Amphitheatre Parkway

Mountain View, CA 94043

(Address of principal executive offices, including zip code)

(650) 253-0000

(Registrant’s telephone number, including area code)

Not Applicable

(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):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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:



   Bonus Amount

Eric Schmidt


Sergey Brin


Larry Page


Robert A. Eustace

   $ 1,376,000

Omid Kordestani

   $ 1,376,000

Patrick Pichette

   $ 1,244,000

George Reyes

   $ 675,000

Jonathan Rosenberg

   $ 1,638,000


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: March 3, 2009     /s/ Eric Schmidt
    Eric Schmidt
    Chairman of the Board of Directors and Chief Executive Officer